JLG Industries, Inc.
Supplemental
Executive Retirement Plan 







Effective September 6,
2000 



(As Amended Effective
December 31, 2008) 



     













JLG Industries, Inc.
Supplemental
Executive Retirement Plan 



TABLE OF CONTENTS 



     





			Page
	
Section 1.	Establishment and Purpose of the Plan	1 
	         1.1.	Establishment	1 
	         1.2.	Purpose	1 
	
Section 2. 	Participation by Eligible Executives 	1  
	         2.1.	Eligible Executives on Effective Date	1 
	         2.2.	Eligible Executives After Effective Date	1 
	         2.3.	Written Proof of Participation Required	1 
	
Section 3. 	Accrued Benefit 	2  
	         3.1.	Method of Determining Accrued Benefit	2 
	         3.2.	Applicable Percentage	2 
	         3.3.	Final Average Compensation	2 
	         3.4.	Required Reductions	3 
	
Section 4. 	Retirement Benefits 	4  
	         4.1.	Normal Retirement Benefit	4 
	         4.2.	Late Retirement Benefit	4 
	         4.3.	Early Retirement Benefit	5 
	         4.4.	Vested Retirement Benefit	5 
	         4.5.	Disability Retirement Benefit	5 
	         4.6.	Joint & Survivor Annuity Option	5 
	         4.7.	Lump Sum Option	6 
	
Section 5. 	Preretirement Death Benefits 	6  
	         5.1.	Lump Sum Benefit	6 
	         5.2.	Annuity Options Available to Spouse Beneficiaries	6 
	
Section 6. 	Nature of Participant’s Interest in Plan 	7  
	         6.1.	No Right to Assets	7 
	         6.2.	No Right to Transfer Interest	7 
	         6.3.	No Employment Rights	7 
	         6.4.	Withholding and Tax Liabilities	7 
	
Section 7. 	Administration, Interpretation, and Modification of Plan 	8  
	         7.1.	Plan Administrator	8 
	         7.2.	Powers of Committee	8 
	         7.3.	Finality of Committee Determinations	8 
	         7.4.	Incapacity	8 





i 









			 
	         7.5.	Amendment, Suspension, and Termination	8 
	         7.6.	Power to Delegate Board Authority	8 
	         7.7.	Headings	8 
	         7.8.	Severability	9 
	         7.9.	Governing Law	9 
	         7.10.	Complete Statement of Plan	9 
	
Section 8. 	Terms Used in the Plan 	9  
	         8.1.	Gender and Number	9 
	         8.2.	Definitions	9 
	
Section 9. 	Code Section 409A Grandfathering Provisions 	17  
	         9.1.	General Grandfathering Rule	17 
	         9.2.	409A Grandfathered Benefit Amount	17 
	         9.3.	Payment of Grandfathered Benefit Amount	18 
	         9.4.	409A Non-Grandfathered Benefit Amount	18 
	         9.5.	Compliance with Internal Revenue Code Section 409A	21 
	
APPENDIX A 	Accrued Benefit of Participants Before September 6, 2000 	22  
	         A.1.	Introduction	22 
	         A.2.	Definitions	22 
	         A.3.	Applicable Percentage	22 
	         A.4.	Final Average Compensation	22 
	         A.5.	Required Reductions	23 




 







ii 















JLG Industries, Inc.
Supplemental Executive
Retirement Plan 



Effective September 6,
2000 



(As Amended Effective
December 31, 2008) 






Section 1.     Establishment
and Purpose of the Plan. 



        1.1.    Establishment.
Effective June 1, 1995, the Company established           the Plan for the benefit of the
Participants and, in the case of Participants           described in Section 2.1, for the
purpose of replacing their benefits under the           Prior Plan.  




        1.2.    Purpose.
The Plan is an unfunded plan maintained primarily for           the purpose of providing
deferred compensation to a select group of management           and highly compensated
employees. The Plan provides supplemental retirement           income to Participants in
excess of their employer-provided benefits under           certain other plans and
arrangements up to the maximum benefit specified in the           Plan. The Plan also
provides supplemental survivor’s income to           Participant’s
Beneficiaries.  




Section 2.     Participation
by Eligible Executives. 



                  2.1.    Eligible
Executives on Effective Date. An employee who is an           Eligible Executive on
the Effective Date will become a Participant in the Plan           beginning on the
Effective Date if he agrees in writing to waive all rights he           may have under
the Prior Plan.  




                  2.2.    Eligible
Executives After Effective Date. No new Participants           shall be admitted to
the Plan after December 31, 2008. An employee who first           becomes an Eligible
Executive after the Effective Date will not become a           Participant in the Plan
unless the Compensation Committee, in its sole           discretion, permits him to do
so. If the Compensation Committee does permit him           to participate in the Plan,
the Eligible Executive will become a Participant in           the Plan on the date
specified by the Compensation Committee in its sole           discretion.  




                  2.3.    Written
Proof of Participation Required. No employee will become           a Participant in
the Plan unless he and the Company execute a copy of the Plan           document
recognizing his participation in the Plan. The executed copy will           constitute an
agreement between the Company and the employee that binds both of           them to the
terms of the Plan. Their agreement will be binding on their heirs,           executors,
administrators, successors, and assigns, both present and future. The           executed
copy must be signed on the Company’s behalf by an authorized           officer
(other than the employee) and by the employee on his own behalf. In the           case of
an employee who becomes a Participant under Section 2.1, the executed           copy will
also constitute his written agreement to waive all rights he may have           under the
Prior Plan.  











	JLG Industries, Inc.	Page 2 
	Supplemental Executive Retirement Plan






Section 3. Accrued
Benefit. 



        3.1.    
Method of Determining Accrued Benefit. 




	 	        (a)                      If
an individual first became a Participant on or after September 6, 2000, his
               Accrued Benefit shall be determined as provided in this Section 3. The
               Participant’s Accrued Benefit under the Plan shall be a monthly
benefit                equal to the Applicable Percentage of his Final Average
Compensation, payable in                the form of a Ten-Year Certain Life Annuity
beginning on his Normal Retirement                Date, and reduced in accordance with
Section 3.4.  







	 	        (b)                      The
Accrued Benefit of an individual who first became a Participant before
               September 6, 2000, shall be determined as provided in Appendix A of the
Plan.  







                  3.2.    Applicable
Percentage. A Participant’s Applicable           Percentage is the percentage
specified by the Compensation Committee with           respect to the Participant for
purposes of the Plan, as reflected in the written           agreement between the Company
and the Participant executed in accordance with           Section 2.3, multiplied by the
service fraction described in the following           sentence. Unless a different
service fraction is specified in the written           agreement between the Company and
the Participant, the numerator of the service           fraction is the Participant’s
Years of Service (not exceeding 20) when his           employment with the Company
terminates, and the denominator of the service           fraction is 20.  




                  3.3.    Final
Average Compensation. A Participant’s Final Average           Compensation is
one-twelfth the average of his Annual Compensation for the 2           consecutive or
nonconsecutive calendar years during which the average of his           Annual
Compensation is the highest. The Annual Compensation of a Participant for           a
calendar year is the amount of the Participant’s base salary for the
          calendar year and the amount of any cash bonus paid to him in the calendar
year,           each including (i) amounts that are contributed, at the election of a
          Participant, on behalf of the Participant to a cafeteria plan or a cash or
          deferred arrangement and not included in the Participant’s gross income
for           federal income tax purposes by reason of section 125, 132(f), or 402(e)(3)
of           the Code and (ii) compensation deferred under the JLG Industries, Inc.
Executive           Deferred Compensation Plan (or any successor thereto). Annual
Compensation           earned more than 10 years before the year in which the Participant’s
          employment with the Company terminates is ignored. Annual Compensation does not
          include any amount realized as a result of the grant, modification, or exercise
          of a stock option or stock appreciation right; lapse of restriction on
          restricted property; or settlement of deferred stock grants or restricted stock
          or performance units.  











	JLG Industries, Inc.	Page 3 
	Supplemental Executive Retirement Plan






                  3.4.    Required
Reductions. The monthly installments otherwise included           in a Participant’s
Accrued Benefit will be reduced as follows:  




	 	        (a)                      First,
if the Participant elects to begin receiving benefits before his Normal
               Retirement Date, his Accrued Benefit will be reduced by one half of one
percent                for each month during which benefits are scheduled to be paid
before his Normal                Retirement Date.  







	 	        (b)                      Second,
each monthly installment will be reduced by the monthly amount of a
               benefit that is the Actuarial Equivalent of all employer-provided benefits
the                Participant has received, is receiving, or is expected to receive
under any                defined benefit plan (other than this Plan) maintained by the
Company or any                entity that would be aggregated with the Company under
section 414(b) or (c) of                the Code. The amount of the Participant’s
employer-provided benefits under                other defined benefit plans will be
determined as of the Participant’s                Benefit Starting Date.
Employer-provided benefits provided to an alternate payee                under a domestic
relations order will be treated as if they were provided to the
               Participant.  







	 	        (c)                      Third,
each monthly installment will be further reduced by the monthly amount of
               a benefit that is the Actuarial Equivalent of all employer-provided
account                balances accumulated on the Participant’s behalf under any
defined                contribution plan maintained by the Company or any entity that
would be                aggregated with the Company under section 414(b) or (c) of the
Code.                Employer-provided account balances do not include any portion of an
account                balance attributable to salary reduction contributions made by the
Participant,                regardless of whether the contributions are made on a pre-tax
or an after-tax                basis. Account balances will be determined as of 30 days
before the                Participant’s Benefit Starting Date. Distributions
previously made from the                Participant’s accounts will be taken into
account, plus interest from the                date of distribution. Employer-provided
account balances provided to an                alternate payee under a domestic relations
order will be treated as if they were                provided to the Participant.  







	 	        (d)                      Fourth,
each monthly installment will be further reduced by the monthly amount                of
a benefit that is the Actuarial Equivalent of the Participant’s Company
               Contribution Subaccount (within the meaning of the JLG Industries, Inc.
               Executive Deferred Compensation Plan), if any, and any investment return
(or                loss) credited to such subaccount pursuant to section 3.3 of such
plan. The                balance in the Participant’s subaccount will be determined
as of 30 days                before the Participant’s Benefit Starting Date.
Previous distributions                attributable to the Participant’s accounts
will be taken into account, plus                interest from the date of distribution.  














	JLG Industries, Inc.	Page 4 
	Supplemental Executive Retirement Plan







	 	        (e)                      Fifth,
after the preceding reductions have been made, each monthly installment
               that is scheduled to be made after the Participant reaches Social Security
               Retirement Age will be further reduced by one-half the monthly amount of
the                federal Social Security old-age benefit he is entitled to begin
receiving on his                Social Security Retirement Age.  







	 	        (f)                      Sixth,
after the preceding reductions have been made, the resulting monthly
               installment will be further reduced by multiplying it by the Participant’s
               Vested Percentage. The Vested Percentage is 100 percent in the case of a
               Participant with 5 or more Years of Service, and zero percent in the case
of a                Participant with less than 5 Years of Service. A Participant is
deemed to have                completed 5 Years of Service if he dies or becomes
Disabled, or if a Change in                Control occurs, before his Benefit Starting
Date.  







	 	        (g)                      Seventh,
after the preceding reductions have been made, each monthly installment
               made during a month for which the Participant receives benefits under a
               long-term disability plan maintained by the Company will be further
reduced by                the amount of the employer-provided long-term disability
benefit he receives for                that month.  







Section 4.     Retirement
Benefits. 



                  4.1.    Normal
Retirement Benefit. A Participant who retires from           service with the Company
on his Normal Retirement Date is entitled to a Normal           Retirement Benefit.
Unless he elects otherwise, he will receive his Normal           Retirement Benefit in
the form of a Ten-Year Certain Life Annuity beginning on           his Normal Retirement
Date. The monthly installments made under his Normal           Retirement Benefit will be
the same as the monthly installments under his           Accrued Benefit.  




                  4.2.    Late
Retirement Benefit. A Participant who retires from service           with the Company
after his Normal Retirement Date is entitled to a Late           Retirement Benefit.
Unless he elects otherwise, he will receive his Late           Retirement Benefit in the
form of a Ten-Year Certain Life Annuity beginning on           the first day of the month
after he retires from service with the Company. The           monthly installments made
under his Late Retirement Benefit will be the same as           the monthly installments
under his Accrued Benefit (except that the Applicable           Percentage shall be
determined taking into account his Years of Service through           his retirement
date), beginning with the monthly installment for the month that           includes his
Late Retirement Date. However, he will not receive any monthly           installments
that would have been made under his Accrued Benefit before his Late           Retirement
Date, and no adjustment will be made in his Late Retirement Benefit           to reflect
the loss of these installments. For purposes of calculating the Final           Average
Compensation of a Participant entitled to a Late Retirement Benefit,           Annual
Compensation paid after the Participant’s Normal Retirement Date           will be
taken into account.  











	JLG Industries, Inc.	Page 5 
	Supplemental Executive Retirement Plan







                  4.3.    Early
Retirement Benefit. A Participant who retires from service           with the Company
on or after age 55 but before his Normal Retirement Date is           entitled to an
Early Retirement Benefit. Unless he elects otherwise, he will           receive his Early
Retirement Benefit in the form of a Ten-Year Certain Life           Annuity beginning on
his Normal Retirement Date. The monthly installments made           under his Early
Retirement Benefit will be the same as the monthly installments           under his
Accrued Benefit. However, he may elect to begin receiving his Early           Retirement
Benefit on the first day of any month before his Normal Retirement           Date and on
or after the date he retires from service with the Company.  




                  4.4.    Vested
Retirement Benefit. A Participant whose employment with           the Company
terminates for any reason before age 55 following a Change in           Control is
entitled to a Vested Retirement Benefit. Unless he elects otherwise,           he will
receive his Vested Retirement Benefit in the form of a Ten-Year Certain           Life
Annuity beginning on his Normal Retirement Date. The monthly installments           made
under his Vested Retirement Benefit will be the same as the monthly
          installments under his Accrued Benefit. However, he may elect to begin
receiving           his Vested Retirement Benefit on the first day of any month before
his Normal           Retirement Date and on or after age 55. A Participant whose
employment with the           Company terminates for any reason other than death or
Disability before age 55           and before a Change in Control is not entitled to a
Retirement Benefit  




                  4.5.    Disability
Retirement Benefit. A Participant who becomes           Disabled before his
employment with the Company terminates and before he           satisfies the requirements
for another Retirement Benefit under this Section 4           is entitled to a Disability
Retirement Benefit. Unless he elects otherwise, he           will receive his Disability
Retirement Benefit in the form of a Ten-Year Certain           Life Annuity beginning on
his Normal Retirement Date. The monthly installments           made under his Disability
Retirement Benefit will be the same as the monthly           installments under his
Accrued Benefit. However, he may elect to begin receiving           his Disability
Retirement Benefit on the first day of any month before his           Normal Retirement
Date and on or after age 55.  




                  4.6.    Joint
& Survivor Annuity Option. A Participant may elect to           receive his
Retirement Benefit in the form of a Ten-Year Certain Joint &          Survivor
Annuity rather than a Ten-Year Certain Life Annuity. The Ten-Year           Certain Joint
& Survivor Annuity may begin on the first day of any month on           which the
Participant is entitled to begin receiving his Retirement Benefit and           will be
the Actuarial Equivalent of the Retirement Benefit that would have been           payable
to him in the form of a Ten-Year Certain Life Annuity beginning on that           day.
Any election under this Section 4.6 must be made before the           Participant’s
Benefit Starting Date and may not be changed or revoked after           that date.  




                  4.7.    Lump
Sum Option. Alternatively, a Participant may elect to           receive his
Retirement Benefit in the form of a lump sum rather than a Ten-Year           Certain
Life Annuity. The lump sum may be paid on the first day of any month on           which
the Participant is entitled to begin receiving his Retirement Benefit and           will
equal the Actuarial Present Value of the Retirement Benefit that would have
          been payable to him in the form of a Ten-Year Certain Life Annuity beginning on
          that day. Any election under this Section 4.7 must be made before the
          Participant’s Benefit Starting Date and may not be changed or revoked
after           that date.  











	JLG Industries, Inc.	Page 6 
	Supplemental Executive Retirement Plan







Section 5.     Preretirement
Death Benefits. 



                  5.1.    Lump
Sum Benefit. If a Participant dies before his Benefit           Starting Date, his
Beneficiary is entitled to a Preretirement Death Benefit,           even if the
Participant has not satisfied the requirements for a Retirement           Benefit under
Section 4 at the time of his death. Except as provided in Section           5.2, the
Preretirement Death Benefit will be paid as soon as administratively           feasible
after the Participant’s death in the form of a lump sum equal to           the
Actuarial Present Value of the first 120 monthly installments that would           have
been paid to the Participant under a Ten-Year Certain Life Annuity that           began
on the earliest date after his death on which he could have elected to           begin
receiving benefits under Section 4, had he not died.  




                  5.2.    Annuity
Options Available to Spouse Beneficiaries. In lieu of           the lump sum
described in Section 5.1, a Beneficiary who is married to the           Participant at
the time of his death may elect to receive the Preretirement           Death Benefit in
the form of either a Single Life Annuity Or a Ten-Year Certain           Fixed Annuity.
The Beneficiary may elect to begin receiving the Single Life           Annuity or
Ten-Year Certain Fixed Annuity on any date after the           Participant’s death
on which the Participant could have elected to begin           receiving benefits under
Section 4, had he not died. Any election under this           Section 5.2 must be made
before the Beneficiary’s Benefit Starting Date and           may not be changed or
revoked after that date.  




Section 6.     Nature of
Participant’s Interest in Plan. 



                  6.1.    No
Right to Assets. Participation in the Plan does not create,           in favor of any
Participant or Beneficiary, any right or lien in or against any           asset of the
Company. Nothing contained in the Plan, and no action taken under           its
provisions, will create or be construed to create a trust of any kind, or a
          fiduciary relationship, between the Company and a Participant or any other
          person. The Company’s promise to pay benefits under the Plan will at all
          times remain unfunded as to each Participant and Beneficiary, whose rights
under           the Plan are limited to those of a general and unsecured creditor of the
          Company.  




                  6.2.    No
Right to Transfer Interest. Rights to benefits payable under           the Plan are
not subject in any manner to anticipation, alienation, sale,           transfer,
assignment, pledge, or encumbrance. However, the Administrative           Committee may
permit a Participant or Beneficiary to enter into a revocable           arrangement to
pay all or part of his benefits under the Plan to a revocable           grantor trust (a
so-called “living trust”). In addition, the           Administrative Committee
may recognize the right of an alternate payee named in           a domestic relations
order to receive all or part of a Participant’s           benefits under the Plan,
but only if (a) the domestic relations order would be a           “qualified
domestic relations order” within the meaning of section           414(p) of the Code
(if section 414(p) applied to the Plan), (b) the domestic           relations order does
not attempt to give the alternate payee any right to any           asset of the Company,
(c) the domestic relations order does not attempt to give           the alternate payee
any right to receive payments under the Plan at a time or in           an amount that the
Participant could not receive under the Plan, and (d) the           amount of the
Participant’s benefits under the Plan are reduced to reflect           any payments
made or due the alternate payee.  










	JLG Industries, Inc.	Page 7 
	Supplemental Executive Retirement Plan








                  6.3.    No
Employment Rights. No provisions of the Plan and no action           taken by the
Company, the Board of Directors, the Compensation Committee, or the
          Administrative Committee will give any person any right to be retained in the
          employ of the Company, and the Company specifically reserves the right and
power           to dismiss or discharge any Participant.  




                  6.4.    Withholding
and Tax Liabilities. The amount of any withholdings           required to be made by
any government or government agency will be deducted from           benefits paid under
the Plan to the extent deemed necessary by the           Administrative Committee. In
addition, the Participant or Beneficiary (as the           case may be) will bear the
cost of any taxes not withheld on benefits provided           under the Plan, regardless
of whether withholding is required.  




Section 7.    
Administration, Interpretation, and Modification of Plan. 



                  7.1.    Plan
Administrator. The Administrative Committee will administer           the Plan.  




                  7.2.    Powers
of Committee. The Administrative Committee’s powers           include, but are
not limited to, the power to adopt rules consistent with the           Plan; the power to
decide all questions relating to the interpretation of the           terms and provisions
of the Plan; and the power to resolve all other questions           arising under the
Plan (including, without limitation, the power to remedy           possible ambiguities,
inconsistencies, or omissions by a general rule or           particular decision). The
Administrative Committee has discretionary authority           to exercise each of the
foregoing powers.  




                  7.3.    Finality
of Committee Determinations. Determinations by the           Administrative Committee
and any interpretation, rule, or decision adopted by           the Administrative
Committee under the Plan or in carrying out or administering           the Plan will be
final and binding for all purposes and upon all interested           persons, their
heirs, and their personal representatives.  




                  7.4.    Incapacity.
If the Administrative Committee determines that any           person entitled to benefits
under the Plan is unable to care for his affairs           because of illness or
accident, any payment due (unless a duly qualified           guardian or other legal
representative has been appointed) may be paid for the           benefit of such person
to his spouse, parent, brother, sister, or other party           deemed by the
Administrative Committee to have incurred expenses for such           person.  











	JLG Industries, Inc.	Page 8 
	Supplemental Executive Retirement Plan







                  7.5.    Amendment,
Suspension, and Termination. The Board of Directors           has the right by
written resolution to amend, suspend, or terminate the Plan at           any time.
However, no amendment, suspension, or termination will apply to an           employee who
already is a Participant in the Plan without his express written           consent.  




                  7.6.    Power
to Delegate Board Authority. The Board of Directors may,           in its sole
discretion, delegate to any person or persons all or part of its           authority and
responsibility under the Plan, including, without limitation, the           authority to
amend the Plan.  




                  7.7.    Headings.
The headings used in this document are for convenience           of reference only and
may not be given any weight in interpreting any provision           of the Plan.  




                  7.8.    Severability.
If any provision of the Plan is held illegal or           invalid for any reason, the
illegality or invalidity of that provision will not           affect the remaining
provisions of the Plan, and the Plan will be construed and           enforced as if the
illegal or invalid provision had never been included in the           Plan.  




                  7.9.    Governing
Law. The Plan will be construed, administered, and           regulated in accordance
with the laws of the Commonwealth of Pennsylvania,           except to the extent that
those laws are preempted by federal law.  




                  7.10.    Complete
Statement of Plan. This Plan supersedes the Prior Plan           with respect to the
Participants. This Plan contains a complete statement of its           terms. The Plan
may be amended, suspended, or terminated only in writing and           then only as
provided in Section 7.5. A Participant’s right to any benefit           of a type
provided under the Plan will be determined solely in accordance with           the terms
of the Plan. No other evidence, whether written or oral, will be taken           into
account in interpreting the provisions of the Plan. Notwithstanding the
          preceding provisions of this Section 7.10, for purposes of determining benefits
          with respect to a Participant, this Plan will be deemed to include (a) the
          provisions of the written agreement between the Company and the Participant
          executed in accordance with Section 2.3, and (b) the provisions of any other
          written agreement between the Company and the Participant to the extent such
          other agreement explicitly provides for the incorporation of some or all of its
          terms into this Plan.  




Section 8.     Terms Used in
the Plan. 



                  8.1.    Gender
and Number. Words used in the masculine gender in the           Plan are intended to
include the feminine and neuter genders, where appropriate.           Words used in the
singular form in the Plan are intended to include the plural           form, where
appropriate, and vice versa.  











	JLG Industries, Inc.	Page 9 
	Supplemental Executive Retirement Plan







                  8.2.    Definitions.
When used in capitalized form in the Plan, the           following words and phrases have
the following meanings, unless the context           clearly indicates that a different
meaning is intended:  




	 	        “Accrued
Benefit” means the benefit described in Section 3 or Appendix A,
whichever is applicable. 







	 	        “Actuarial
Equivalent” means the following: an amount or benefit is the
“Actuarial Equivalent” of, or is “Actuarially Equivalent” to, another
amount or benefit as of a specified date, if the Actuarial Present Value as of the
specified date of the first amount or benefit equals the Actuarial Present Value as of the
specified date of the second amount or benefit, when calculated using the same actuarial
assumptions. Actuarial Equivalence under Section 3A will be determined as of the
Participant’s Benefit Starting Date, and the resulting benefit will be expressed in
the form of a Ten-Year Certain Life Annuity beginning on the Participant’s Benefit
Starting Date. Actuarial Equivalence under Section 4.6 will be determined as of the
Participant’s Benefit Starting Date, and the resulting benefit will be expressed in
the form of a Ten-Year Certain Joint & Survivor Annuity beginning on the
Participant’s Benefit Starting Date. Actuarial Equivalence under the definition of
“Single Life Annuity” in this Section 8.2 will be determined as of the
Beneficiary’s Benefit Starting Date, and the resulting benefit will be expressed in
the form of a Single Life Annuity beginning on the Beneficiary’s Benefit Starting
Date. 







	 	        “Actuarial
Present Value” means the value as of a specified date of an amount or
a series of amounts due before or thereafter, where each amount is multiplied by the
probability that the condition or conditions on which payment of the amount is contingent
will be satisfied, and where each amount so multiplied is then increased (if due before)
or discounted (if due thereafter) according to an assumed rate of interest to reflect the
time value of money. Unless the Plan specifies otherwise, the mortality table and interest
rate used to calculate the Actuarial Present Value of an amount or series of amounts will
be the mortality table and interest rate in effect under section 417(e)(3)(A)(ii) of the
Code 90 days before the Participant’s Benefit Starting Date. 







	 	        “Administrative
Committee” means the Administrative Committee appointed to administer
the JLG Industries, Inc. Employees’ Retirement Savings Plan. However, during the
two-year period following a Change in Control, “Administrative Committee” means
the trustee under the grantor trust maintained by the Company in connection with the Plan. 







	 	        “Annual
Compensation” has the meaning assigned to that term in Section 3.3 or
Appendix A, whichever is applicable. 







	 	        “Applicable
Percentage” has the meaning assigned to that term in Section 3.2 or
Appendix A, whichever is applicable. 














	JLG Industries, Inc.	Page 10 
	Supplemental Executive Retirement Plan







	 	        “Associate”
has the meaning assigned to that term for purposes of Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act. 







	 	        “Beneficial
Owner” means the following: a Person is deemed to be the
“Beneficial Owner” of, to “Beneficially Own,” and to have
“Beneficial Ownership” of, any securities: 







	 	        (1)                      which
such Person or any of such Person’s Securities Law Affiliates or
               Associates beneficially owns, directly or indirectly;  







	 	        (2)                      which
such Person or any of such Person’s Securities Law Affiliates or
               Associates has (A) the right or obligation to acquire (whether such right
or                obligation is exercisable or effective immediately or only after the
passage of                time) pursuant to any agreement, arrangement, or understanding
(whether or not                in writing) or upon the exercise of conversion rights,
exchange rights, rights,                warrants or options, or otherwise; provided that
a Person shall not be deemed                the “Beneficial Owner” of, or to
“Beneficially Own,’”               or to have “Beneficial Ownership” of,
securities tendered pursuant to                a tender or exchange offer made by such
Person or any of such Person’s                Securities Law Affiliates or
Associates until such tendered securities are                accepted for purchase or
exchange; or (B) the right to vote pursuant to any                agreement, arrangement,
or understanding (whether or not in writing); provided                that a Person shall
not be deemed the “Beneficial Owner” of, or to                “Beneficially
Own,” or to have “Beneficial Ownership” of,                any security
under this clause (B) if the agreement, arrangement, or                understanding to
vote such security (i) arises solely from a revocable proxy                given in
response to a public proxy or consent solicitation made pursuant to,                and
in accordance with, the applicable rules and regulations of the Securities
               Exchange Act, and (ii) is not also then reported by such Person on
Schedule 13D                under the Securities Exchange Act (or any comparable or
successor report); or  







	 	        (3)                      which
are beneficially owned, directly or indirectly, by any other Person (or
               any Securities Law Affiliate or Associate thereof) with which such Person
or any                of such Person’s Securities Law Affiliates or Associates has
any agreement,                arrangement, or understanding (whether or not in writing)
or with which such                Person or any of such Person’s Securities Law
Affiliates have otherwise                formed a group for the purpose of acquiring,
holding, voting (except pursuant to                a revocable proxy as described in
clause (B)(i) of paragraph (2), above), or                disposing of any securities of
the Company.  







	 	        “Beneficiary”
means the person designated in writing by a Participant to receive benefits under the Plan
after the Participant’s death. If a Participant dies before his Benefit Starting Date
and he has failed to designate a Beneficiary or his designated Beneficiary fails to
survive him, his Beneficiary will be the person to whom he is married at the time of his
death, or if he is not married at that time, his Beneficiary will be the executor of his
will or the administrator of his estate. If a Participant who has elected a Ten-Year
Certain Life Annuity dies on or after his Benefit Starting Date and he has failed to
designate a Beneficiary or his Beneficiary fails to survive him, his Beneficiary will be
the person to whom he is married at the time of his death, or if he is not married at that
time, the Actuarial Present Value of the payments (if any) to be made after his death will
be paid in an immediate lump sum to the executor of his will or the administrator of his
estate. A Participant may revoke in writing a prior designation of a Beneficiary at any
time before the earlier of the Participant’s death or his Benefit Starting Date. In
addition, a Participant may revoke in writing a prior designation of a Beneficiary under a
Ten-Year Certain Life Annuity at any time before the Participant’s death. A
Beneficiary under a Ten-Year Certain Life Annuity or a Ten-Year Certain Fixed Annuity may
designate in writing a person to receive any benefits due under the Plan after the
Beneficiary’s death (a “Beneficiary’s Beneficiary”). The Beneficiary
may revoke this designation in writing at any time before his death. 














	JLG Industries, Inc.	Page 11 
	Supplemental Executive Retirement Plan







	 	        “Benefit
Starting Date” means the date on which a Participant or Beneficiary is
scheduled to begin receiving benefits under the Plan. 







	 	        “Board
of Directors” means the Board of Directors of the Company.  







	 	        “Change
in Control” means the first to occur of the following events:  







	 	        (1)                      an
acquisition (other than directly from the Company) of securities of the
               Company by any Person, immediately after which such Person, together with
all                Securities Law Affiliates and Associates of such Person, becomes the
Beneficial                Owner of securities of the Company representing 25 percent or
more of the Voting                Power provided that, in determining whether a Change in
Control has occurred,                the acquisition of securities of the Company in a
Non-Control Acquisition will                not constitute an acquisition that would
cause a Change in Control; or  







	 	        (2)                      three
or more directors, whose election or nomination for election is not
               approved by a majority of the members of the Incumbent Board then serving
as                members of the Board of Directors, are elected within any single
12-month period                to serve on the Board of Directors; provided that an
individual whose election                or nomination for election is approved as a
result of either an actual or                threatened Election Contest or Proxy
Contest, including by reason of any                agreement intended to avoid or settle
any Election Contest or Proxy Contest,                will be deemed not to have been
approved by a majority of the Incumbent Board                for purposes of this
definition; or  














	JLG Industries, Inc.	Page 12 
	Supplemental Executive Retirement Plan







	 	        (3)                      members
of the Incumbent Board cease for any reason to constitute at least a
               majority of the Board of Directors; or  







	 	        (4)                      approval
by shareholders of the Company of:  







	 	        (A)                 a
merger, consolidation, or reorganization involving the Company, unless  







	 	        (i)        the
shareholders of the Company, immediately before the merger, consolidation,           or
reorganization, own, directly or indirectly immediately following such           merger,
consolidation, or reorganization, at least 75 percent of the combined           voting
power of the outstanding voting securities of the corporation resulting           from
such merger, consolidation, or reorganization in substantially the same
          proportion as their ownership of the voting securities immediately before such
          merger, consolidation, or reorganization;  







	 	        (ii)        individuals
who were members of the Incumbent Board immediately prior to the           execution of
the agreement providing for such merger, consolidation, or           reorganization
constitute at least a majority of the board of directors of the           Surviving
Corporation; and  







	 	        (iii)        no
Person (other than (1) the Company or any Subsidiary thereof, (2) any           employee
benefit plan (or any trust forming a part thereof) maintained by the           Company,
any Subsidiary thereof, or the Surviving Corporation, or (3) any Person           who,
immediately prior to such merger, consolidation, or reorganization, had
          Beneficial Ownership of securities representing 25 percent or more of the
Voting           Power) has Beneficial Ownership of securities representing 25 percent or
more of           the combined voting power of the Surviving Corporation’s then
outstanding           voting securities;  







	 	        (B)                 a
complete liquidation or dissolution of the Company; or  







	 	        (C)
                           an agreement for the sale
or other disposition of all or substantially all of           the assets of the Company
to any Person (other than a transfer to a Subsidiary           of the Company).  







	 	        “Code”means
the Internal Revenue Code of 1986, as amended and in effect from time to time.  














	JLG Industries, Inc.	Page 13 
	Supplemental Executive Retirement Plan







	 	        “Company”
means JLG Industries, Inc., and any successor to JLG Industries, Inc. Employment with the
Company includes employment with any corporation, partnership, or other organization
required to be aggregated with the Company under sections 414(b) and (c) of the Code. 







	 	        “Compensation
Committee” means the Compensation Committee of the Board of
Directors.  







	 	        “Disability
Retirement Benefit” means the benefit described in Section 4.5.  







	 	        “Disabled”
means entitled to receive benefits under a long-term disability plan maintained by the
Company. 







	 	        “Early
Retirement Benefit” means the benefit described in Section 4.3.  







	 	        “Effective
Date” means June 1, 1995.  







	 	        “Election
Contest” means an election contest described in Rule 14a-11
promulgated under the Securities Exchange Act. 







	 	        “Eligible
Executive” means an employee of the Company who is an officer of the
Company or who holds any other key position designated by the Compensation Committee in
its sole discretion. 







	 	        “Final
Average Compensation” has the meaning assigned to that term in Section
3.3 or Appendix A, whichever is applicable. 







	 	        “Incumbent
Board” means individuals who, as of the close of business on the
Effective Date, are members of the Board of Directors; provided that, if the election, or
nomination for election by the Company’s shareholders, of any new director was
approved by a vote of at least 75 percent of the Incumbent Board, such new director shall,
for purposes of the Plan, be considered as a member of the Incumbent Board; provided
further that no individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or threatened Election
Contest or other actual or threatened Proxy Contest, including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest. 







	 	        “Late
Retirement Benefit” means the benefit described in Section 4.2.  







	 	        “Late
Retirement Date” means the first day of the month following the month
in which a Participant retires from service with the Company, if he retires from service
with the Company after his Normal Retirement Date. 














	JLG Industries, Inc.	Page 14 
	Supplemental Executive Retirement Plan







	 	        “Non-Control
Acquisition” means an acquisition by (1) an employee benefit plan (or
a trust forming a part thereof) maintained by (A) the Company or (B) any of its
Subsidiaries, (2) the Company or any of its Subsidiaries, or (3) any Person in connection
with a Non-Control Transaction. 







	 	        “Non-Control
Transaction” means any transaction described in clauses (4)(A)(i)
through (iii) of the definition of “Change in Control.” 







	 	        “Normal
Retirement Benefit” means the benefit described in Section 4.1.  







	 	        “Normal
Retirement Date” means the first day of the month following the month
in which a Participant reaches age 62, unless a Change in Control occurs, in which case
Normal Retirement Date means the first day of the month following the month in which the
Participant reaches age 60. In the case of a Participant who dies before reaching his
Normal Retirement Date, Normal Retirement Date means the day on which the Participant
would have reached his Normal Retirement Date had he not died. 







	 	        “Participant”
means a member of a select group of management or highly compensated employees of the
Company who has become a participant in the Plan under Section 2. 







	 	        “Person”
means any individual, firm, corporation, partnership, joint venture, association, trust,
or other entity. 







	 	        “Plan”
means the JLG Industries, Inc. Supplemental Executive Retirement Plan as set forth in this
document. 







	 	        “Preretirement
Death Benefit” means the benefit described in Section 5.1.  







	 	        “Prior
Plan” means an individual agreement (customarily denominated a
“Deferred Compensation Benefit Agreement”) between the Company and the employee
that provides for unfunded deferred compensation benefits and certain other benefits
specified in the agreement. 







	 	        “Proxy
Contest” means a solicitation of proxies or consents by or on behalf
of a Person other than the Board of Directors. 







	 	        “Retirement
Benefit” means a Normal Retirement Benefit, a Late Retirement Benefit,
an Early Retirement Benefit, a Vested Retirement Benefit, or a Disability Retirement
Benefit. 







	 	        “Section”
means a section of this Plan. For example, a reference to Section 2 includes a reference
to Sections 2.1 through 2.3, while a reference to Section 2.1 is intended as a reference
to Section 2.1 only. 














	JLG Industries, Inc.	Page 15 
	Supplemental Executive Retirement Plan







	 	        “Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended
and in effect from time to time. 







	 	        “Securities
Law Affiliate” means an “affiliate” as defined for purposes
of Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act. 







	 	        “Single
Life Annuity” means an annuity payable in equal monthly installments
to a Beneficiary, beginning with the calendar month in which the Beneficiary’s
Benefit Starting Date occurs and ending with the calendar month in which the Beneficiary
dies. The Single Life Annuity payable to a Beneficiary will be the Actuarial Equivalent of
the Preretirement Death Benefit that the Beneficiary could have elected to receive in the
form of a Ten-Year Certain Fixed Annuity beginning on the same day. 







	 	        “Social
Security Retirement Age” means the earliest age at which the
Participant is entitled to begin receiving federal Social Security old-age benefits. In
the case of a Participant who dies before reaching his Social Security Retirement Date,
Social Security Retirement Date means the day on which the Participant would have reached
his Social Security Retirement Date had he not died. 







	 	        “Subsidiary”
of any Person means any corporation or other entity of which at least 80 percent (or such
lesser percentage as the Administrative Committee may determine) of the voting power of
the voting equity securities or voting interest therein is owned, directly or indirectly,
by such Person. 







	 	        “Surviving
Corporation” means a corporation resulting from a merger,
consolidation, or reorganization described in paragraph (4)(A)(i) of the definition of
“Change in Control.” 







	 	        “Ten-Year
Certain Fixed Annuity” means an annuity payable in 120 monthly
installments that are equal to the first 120 monthly installments that would have been
paid to the Participant (had he not died) under a Ten-Year Certain Life Annuity that began
on the Beneficiary’s Benefit Starting Date. The 120 monthly installments will be paid
to the Beneficiary, unless the Beneficiary dies before all 120 monthly installments have
been paid, in which case the Actuarial Present Value of the remaining installments will be
paid to the Beneficiary’s Beneficiary in an immediate lump sum. 







	 	        “Ten-Year
Certain Joint & Survivor Annuity” means an annuity payable in
equal monthly installments to the Participant, beginning with the calendar month in which
his Benefit Starting Date occurs and ending with the calendar month in which he dies, and
thereafter in equal monthly installments of the same or a lesser amount to his surviving
Beneficiary (if any), beginning with the calendar month following the calendar month in
which he dies and ending with the calendar month in which the Beneficiary dies, provided
that if the Participant and his Beneficiary both die before the end of the 120-month
period that begins on the Participants Benefit Starting Date, the Actuarial Present Value
of the additional monthly installments that would have been paid to the last to survive of
the Participant and his Beneficiary (had the last survivor not died until the end of the
120-month period) will be paid in an immediate lump sum to the executor of the last
survivor’s will or the administrator of the last survivor’s estate. At the time
he elects a Ten-Year Certain Joint & Survivor Annuity, the Participant must designate
a named natural person as his Beneficiary and must specify whether the monthly amount
payable to the Beneficiary will be 50 or 100 percent of the monthly amount payable to him
under the Ten-Year Certain Joint & Survivor Annuity. After his Benefit Starting Date,
the terms of his election may not be changed or revoked. 














	JLG Industries, Inc.	Page 16 
	Supplemental Executive Retirement Plan







	 	        “Ten-Year
Certain Life Annuity” means an annuity payable in monthly installments
to the Participant, beginning with the calendar month in which his Benefit Starting Date
occurs and ending with the calendar month in which he dies, provided that if he dies
before the end of the 120-month period that begins on his Benefit Starting Date, the
monthly installments will be continued to his Beneficiary, beginning with the calendar
month following the calendar month in which the Participant dies and ending with the
calendar month in which the 120-month period ends. Except as required under Section 3.4(e)
and (f), the monthly installments payable under a Ten-Year Certain Life Annuity will be
equal in amount. 







	 	        “Year
of Service” has the meaning assigned to that term under the JLG
Industries, Inc. Employees’ Retirement Savings Plan. To the extent the Company awards
any additional service credit under the JLG Industries, Inc. Employees’ Retirement
Savings Plan beyond the service required to be credited for vesting purposes under the
savings plan, the additional service shall count as Years of Service under this Plan only
to the extent expressly provided in a written resolution of the Board of Directors. 







	 	        “Vested
Retirement Benefit” means the benefit described in Section 4.4.  







	 	        “Voting
Power” means the voting power of all securities of the Company then
outstanding generally entitled to vote for the election of directors of the Company. 







Section 9.     Code Section
409A Grandfathering Provisions. 



                  9.1.    General
Grandfathering Rule. Retirement Benefits shall be           grandfathered to the
maximum extent permitted pursuant to Code Section 409A,           subject to this Section
9.  











	JLG Industries, Inc.	Page 17 
	Supplemental Executive Retirement Plan







                  9.2.    409A
Grandfathered Benefit Amount. A Participant’s 409A           grandfathered
benefit amount is the Actuarial Present Value of the           Participant’s vested
Accrued Benefit, as described in Section 3 or Appendix           A, whichever is
applicable, as of December 31, 2004, which amount shall be           determined in
accordance with Treasury Regulation 1.409A-6(a)(3) as of each date           such benefit
is valued for purposes of determining the Executive’s 409A           grandfathered
benefit amount. The Actuarial Present Value of the required           reductions
described in Section 3.4 or Appendix A, as applicable, shall also be           determined
as of December 31, 2004, and other applicable valuation dates, for           purposes of
this determination. For purposes of calculating the Actuarial           Present Value of
the Participant’s 409A grandfathered benefit amount,           actuarial assumptions
used shall be the same as those used to determine           Actuarial Present Value under
the Plan, treating each valuation date as a           Benefit Starting Date for purposes
of that definition.  




                  9.3.    Payment
of Grandfathered Benefit Amount. The Retirement Benefits           attributable to a
Participant’s 409A grandfathered benefit amount shall be           paid at such
times and in such form as permitted by the terms of the Plan as in           effect on
October 1, 2004, which terms and conditions shall not be materially           amended
after that date.  




                  9.4.    409A
Non-Grandfathered Benefit Amount. A Participant’s 409A
          non-grandfathered benefit amount is the Actuarial Present Value of the
          Participant’s Accrued Benefit hereunder less the Participant’s 409A
          grandfathered benefit amount, as of each date such benefit is valued for
          purposes of determining the non-grandfathered amount, determined in the same
          manner and with the same actuarial assumptions that are used in the calculation
          of the 409A grandfathered benefit amount. Notwithstanding any other provisions
          of the Plan to the contrary, the Retirement Benefits attributable to a
          Participant’s 409A non-grandfathered benefit amount           (“Non-Grandfathered
Retirement Benefits”) shall be paid in accordance           with the following terms
and conditions:  




	 	        (a)                      Non-Grandfathered
Retirement Benefits shall be deemed to be part of a nonaccount                balance
plan of deferred compensation for purposes of Code Section 409A
               requirements.  







	 	        (b)                      Non-Grandfathered
Retirement Benefits shall be payable commencing at the                following times and
in the indicated form of payment:  















	JLG Industries, Inc.	Page 18 
	Supplemental Executive Retirement Plan










	

	Distribution Event
	Timing of Payment of
Non-
Grandfathered Retirement 
Benefits
	Form of Payment of Non-
Grandfathered
Retirement 
Benefits

	Separation from Service with	Payment of benefits commences on the	Payment is to be in one of the
	entitlement to Non-Grandfathered	first day of the seventh month	following forms of annuity payment:
	Retirement Benefits; age 55 is	following the month in which the	Ten-Year Certain Fixed
	attained before or after Separation	Separation from Service requirement	Ten-Year Certain Joint and
	from Service.	has been met or, if later, age 55 is	Survivor
		attained.	Ten-Year Certain Life
			Participant shall select the form of
			annuity under Plan rules. Each
			annuity shall be of Actuarial
			Equivalent value as to the other
			forms and meet the requirements of
			Code Section 409A and Treasury
			Regulation 1.409A-2(b)(2)(ii).
	

	Death before Benefit Starting Date	Section 5.1, Lump Sum Benefit,	Payment is to be in the form of a
		governs payment of the Participant’s	single lump sum payment to the
		preretirement death benefit	Participant’s Beneficiary.
		attributable to the Participant’s
		Non-Grandfathered Retirement
		Benefits, but a Beneficiary who is
		the surviving spouse of the
		Participant is not entitled to make
		an annuity election under Section
		5.2 with respect to such amount.
	







	 	        (c)                      Plan
provisions shall provide guidance for the administration of the Plan with
               respect to Non-Grandfathered Retirement Benefits to the extent they are
               consistent with the requirements of this Section 9.  














	JLG Industries, Inc.	Page 19 
	Supplemental Executive Retirement Plan








	 	        (d)                      The
term “Separation from Service” means, as to each Participant, the
               termination of employment of such Participant with the Company and all of
its                409A affiliates or, if the Participant continues to provide services
following                his or her termination of employment, such later date as is
considered a                separation from service from the Company and its 409A
affiliates within the                meaning of Code Section 409A. Specifically, if the
Participant continues to                provide services to the Company or a 409A
affiliate in a capacity other than as                an employee, such shift in status is
not automatically a Separation from                Service. Termination of employment,
for this purpose, means a termination of                employment of the Participant
when the Company and the Participant reasonably                anticipate that no further
services will be performed by the Participant for the                Company and its 409A
affiliates or that the level of bona fide services the                Participant will
perform as an employee of the Company and its 409A affiliates                will
permanently decrease to no more than 20 percent of the average level of
               bona fide services performed by the Participant (whether as an employee or
               independent contractor) for the Company and its 409A affiliates over the
               immediately preceding 36-month period (or such lesser period of services).
The                Participant’s termination of employment shall be presumed not to
occur                where the level of bona fide services performed by the Participant
for the                Company and its 409A affiliates continues at a level that is 50
percent or more                of the average level of bona fide services performed by
the Participant (whether                as an employee or independent contractor) for the
Company and its 409A                affiliates over the immediately preceding 36-month
period (or such lesser period                of service). No presumption applies to a
decrease in services that is more than                20 percent but less than 50
percent, and in such event, whether the Participant                has had a termination
of employment will be determined in good faith by the                Company based on the
facts and circumstances in accordance with Code Section                409A.
Notwithstanding the foregoing, if the Participant takes a leave of absence
               for purposes of military leave, sick leave or other bona fide leave of
absence,                then the Participant will not be deemed to have incurred a
Separation from                Service for the first six months of the leave of absence
or, if longer, for so                long as the Participant’s right to reemployment
is provided either by                statute or by contract; provided that if the leave
of absence is due to a                medically determinable physical or mental
impairment that can be expected to                result in death or last for a
continuous period of not less than six months,                where such impairment
causes the Participant to be unable to perform the duties                of his or her
position of employment or any substantially similar position of
               employment, the leave may be extended for up to 29 months without causing
a                termination of employment. The term “409A affiliate” means
each entity                that is required to be included in the Company’s
controlled group of                corporations within the meaning of Section 414(b) of
the Code, or that is under                common control with the Company within the
meaning of Section 414(c) of the                Code; provided, however, that the phrase
“at least 50 percent” shall                be used in place of the phrase “at
least 80 percent” each place it                appears therein or in the regulations
thereunder.  














	JLG Industries, Inc.	Page 20 
	Supplemental Executive Retirement Plan







	 	        (e)                      Within
thirty (30) days after the Participant has incurred a Separation from
               Service with entitlement to Non-Grandfathered Retirement Benefits and
attained                at least age fifty-five (55), the Administrative Committee shall
provide to the                Participant an Annuity Election Form that includes periodic
payment values for                such benefit to be paid over the available periods, to
the extent applicable.                The Participant may request alternative annuity
calculations based on other                appropriate assumptions or joint annuitants at
any time after receiving the                Annuity Election Form and before payments of
the annuity commence. The completed                Annuity Election Form, together with
any required proof of birth dates requested                by the Administrative
Committee, must be filed with the Committee not later than                two (2) weeks
prior to the annuity payment commencement date in order to be                effective.
If a complete and timely Annuity Election Form is not filed with the
               Administrative Committee, then periodic annuity payments shall be made for
the                life expectancy of the Participant on a Ten-Year Certain and Life
basis. The                form of annuity payment may not be changed after annuity
payments have                commenced.  







                  9.5.    Compliance
with Internal Revenue Code Section 409A. The Company           intends the terms of
the Plan to be in compliance with Section 409A of the Code.           The Company does
not guarantee the tax treatment or tax consequences associated           with any payment
or benefit, including but not limited to consequences related           to Section 409A
of the Code. To the maximum extent permissible, any ambiguous           terms of this
Agreement shall be interpreted in a manner which avoids a           violation of Section
409A of the Code. If any amount of a Participant’s           409A non-grandfathered
benefit amount may be includible in income under Code           Section 409A, the
Administrative Committee shall, in consultation with the           Participant, modify
the terms of the Plan applicable to such affected           Participant’s benefits
in the least restrictive manner reasonably available           to comply with the
provisions of Code Section 409A, taking into account any           other applicable Code
provisions and without diminution in the value of the           payments to the
Participant or the Participant’s Beneficiary. In order to           avoid an
additional tax on payments that may be payable or benefits that may be           provided
under the Plan and that constitute deferred compensation that is not           exempt
from Section 409A of the Code, each Participant shall make a reasonable,           good
faith effort to collect any payment or benefit to which the Participant
          believes the Participant is entitled hereunder no later than 90 days after the
          latest date upon which the payment could have been made or benefit provided
          under the Plan, and if the payment or benefit is not paid or provided, then the
          Participant shall take further enforcement measures within 180 days after such
          latest date.  






		JLG INDUSTRIES, INC.
	

Attest:	__________________________________	By:	__________________________________
	
Title:	__________________________________	Title:	__________________________________









	JLG Industries, Inc.	Page 21 
	Supplemental Executive Retirement Plan








APPENDIX A 



Accrued Benefit of
Participants Before September 6, 2000 



                  A.1.    Introduction.
The Plan was amended effective September 6, 2000,           to change the formula for
determining the Accrued Benefit of individuals who           first became Participants on
or after September 6, 2000. The Accrued Benefit of           individuals who first became
Participants before September 6, 2000 (“Prior           Participants”)
continues to be determined under the formula in effect           before the amendment.
This Appendix A describes the method of determining the           Accrued Benefit of
Prior Participants. Except as provided in Appendix A, Prior           Participants remain
subject to the regular provisions of the Plan, as amended           from time to time.  




                  A.2.    Definitions.
A Prior Participant’s Accrued Benefit under           the Plan is a monthly benefit
equal to the Applicable Percentage of his Final           Average Compensation, payable
in the form of a Ten-Year Certain Life Annuity           beginning on his Normal
Retirement Date, and reduced in accordance with Section           A.5. Actuarial
Equivalence under Section A.5 will be determined as of the Prior           Participant’s
Normal Retirement Date, and the resulting benefit will be           expressed in the form
of a Ten-Year Certain Life Annuity beginning on the Prior           Participant’s
Normal Retirement Date.  




                  A.3.    Applicable
Percentage. A Prior Participant’s Applicable           Percentage is the
percentage specified by the Compensation Committee with           respect to the Prior
Participant for purposes of the Plan and reflected in the           written agreement
between the Company and the Prior Participant executed in           accordance with
Section 2.3.  




                  A.4.    Final
Average Compensation. A Prior Participant’s Final           Average Compensation
is one-twelfth the average of his Annual Compensation for           the 2 consecutive or
nonconsecutive calendar years during which the average of           his Annual
Compensation is the highest. The Annual Compensation of a Prior           Participant for
a calendar year is the amount of the Prior Participant’s           base salary for
the calendar year and the amount of any cash bonus paid to him           in the calendar
year, each including (i) amounts that are contributed, at the           election of a
Prior Participant, on behalf of the Prior Participant to a           cafeteria plan or a
cash or deferred arrangement and not included in the Prior           Participant’s
gross income for federal income tax purposes by reason of           section 125 or
402(e)(3) of the Code and (ii) compensation deferred under the           JLG Industries,
Inc. Executive Deferred Compensation Plan (or any successor           thereto). Annual
Compensation earned more than 10 years before the year in which           the Prior
Participant’s employment with the Company terminates is ignored.           Annual
Compensation does not include any amount realized as a result of the           grant,
modification, or exercise of a stock option.  











	JLG Industries, Inc.	Page 22 
	Supplemental Executive Retirement Plan







                  A.5.    Required
Reductions. The monthly installments otherwise included           in a Prior
Participant’s Accrued Benefit will be reduced as follows:  




	 	        (a)                      First,
each monthly installment will be reduced by the monthly amount of a
               benefit that is the Actuarial Equivalent of all employer-provided benefits
the                Prior Participant has received, is receiving, or is expected to
receive under                any defined benefit plan (other than this Plan), regardless
of whether the                defined benefit plan is maintained by the Company or
another employer, including                an unrelated employer. Employer-provided
benefits provided to an alternate payee                under a domestic relations order
will be treated as if they were provided to the                Prior Participant.  







	 	        (b)                      Second,
each monthly installment will be further reduced by the monthly amount                of
a benefit that is the Actuarial Equivalent of all employer-provided account
               balances accumulated on the Prior Participant’s behalf under any
defined                contribution plan, regardless of whether the defined contribution
plan is                maintained by the Company or another employer, including an
unrelated employer.                Employer-provided account balances do not include any
portion of an account                balance attributable to salary reduction
contributions made by the Prior                Participant, regardless of whether the
contributions are made on a pre-tax or an                after-tax basis. Account
balances will be determined as of 30 days before the                Prior Participant’s
Benefit Starting Date. Distributions previously made                from the Prior
Participant’s accounts will be taken into account, plus                interest from
the date of distribution. Employer-provided account balances                provided to
an alternate payee under a domestic relations order will be treated                as if
they were provided to the Prior Participant.  







	 	        (c)                      Third,
each monthly installment will be further reduced by the monthly amount of
               a benefit that is the Actuarial Equivalent of the Prior Participant’s
               Company Contribution Subaccount (within the meaning of the JLG Industries,
Inc.                Executive Deferred Compensation Plan), if any, and any investment
return (or                loss) credited to such subaccount pursuant to section 3.3 of
such plan. The                balance in the Prior Participant’s subaccount will be
determined as of 30                days before the Prior Participant’s Benefit
Starting Date. Previous                distributions attributable to the Prior Participant’s
accounts will be                taken into account, plus interest from the date of
distribution.  







	 	        (d)                      Fourth,
after the preceding reductions have been made, each monthly installment
               that is scheduled to be made after the Prior Participant reaches Social
Security                Retirement Age will be further reduced by one-half the monthly
amount of the                federal Social Security old-age benefit he is entitled to
begin receiving on his                Social Security Retirement Age.  














	JLG Industries, Inc.	Page 23 
	Supplemental Executive Retirement Plan







	 	        (e)                      Fifth,
if the Prior Participant elects to begin receiving benefits before his
               Normal Retirement Date, the monthly installment resulting after the
preceding                reductions have been made will be further reduced by one-half of
one percent for                each month during which benefits are scheduled to be paid
before his Normal                Retirement Date.  







	 	        (f)                      Sixth,
after the preceding reductions have been made, the resulting monthly
               installment will be further reduced by multiplying it by the Prior
               Participant’s Vested Percentage. The Vested Percentage is 100 percent
in                the case of a Prior Participant with 5 or more Years of Service, 75
percent in                the case of a Prior Participant with 4 but less than 5 Years of
Service, 50                percent in the case of a Prior Participant with 3 but less
than 4 Years of                Service, 25 percent in the case of a Prior Participant
with 2 but less than 3                Years of Service, and zero percent in the case of a
Prior Participant with less                than 2 Years of Service. A Prior Participant
is deemed to have completed 5 Years                of Service if he dies or becomes
Disabled, or if a Change in Control occurs,                before his Benefit Starting
Date.  







	 	        (g)                      Seventh,
after the preceding reductions have been made, each monthly installment
               made during a month for which the Prior Participant receives benefits
under a                long-term disability plan maintained by the Company will be
further reduced by                the amount of the employer provided long-term
disability benefit he receives for                that month.