JLG Industries, Inc.
 
Executive Deferred Compensation Plan  



     _________________ 



As Amended and
Restated Effective November 1, 2003 



(As Amended and
Restated Effective December 31, 2008) 



     















JLG Industries, Inc.
 
Executive Deferred Compensation Plan  



As Amended and
Restated Effective November 1, 2003 



(As Amended and
Restated Effective December 31, 2008) 



TABLE OF CONTENTS 



     






			Page
	
Section 1. 	Establishment and Purpose 	1  
	      1.1	Establishment	1 
	      1.2	Purpose	1 
	
Section 2. 	Participation by Eligible Executives 	1  
	
      2.1	Election of Benefits	1 
	      2.2	Advance Election	1 
	      2.3	Election Filing Deadline	1 
	      2.4	Irrevocable Election	2 
	      2.5	Form and Content of Election	2 
	      2.6	Form of Payment	2 
	
Section 3. 	Accounts 	2  
	
      3.1	Accounts	2 
	      3.2	Company Contributions	3 
	      3.3	Investment Return	3 
	      3.4	Treatment Under SERP	4 
	      3.5	Vesting of Accounts	4 
	
Section 4. 	Distributions of Amounts Credited Under Section 3.1 	5  
	
      4.1	Payment	5 
	      4.2	Death of Participant	5 
	      4.3	Hardship Distributions	6 
	      4.4	Effect of Distributions on Investment Return	6 
	
Section 5. 	Deferrals of Equity-Based Awards 	6  
	      5.1	Election to Defer	6 






i 









	 	 	 
	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	Required Information	8 
	      7.5	Incapacity	8 
	      7.6	Amendment, Suspension, and Termination	9 
	      7.7	Power to Delegate Authority	9 
	      7.8	Headings	9 
	      7.9	Severability	9 
	      7.10	Governing Law	9 
	      7.11	Complete Statement of Plan	9 
	
Section 8. 	Definitions 	10  
	
      8.1	Gender and Number	10 
	      8.2	Definitions	10 
	
Section 9. 	Code Section 409A Grandfathering Provisions 	12  
	
      9.1	General Grandfathering Rule	12 
	      9.2	409A Grandfathered Account Balance	12 
	      9.3	Payment of 409A Grandfathered Account Balance	12 
	      9.4	409A Non-Grandfathered Account Balance	13 
	      9.5	Payment of 409A Non-Grandfathered Account upon Separation from Service	13 
	      9.6	Payment of 409A Non-Grandfathered Account upon Death	14 
	      9.7	Separation from Service	14 
	      9.8	Compliance with Internal Revenue Code Section 409A	15 
	
APPENDIX A 	16  
	
RATE OF RETURN INDICES 	16  
	
Appendix B  INTERNAL REVENUE CODE SECTION 409A TRANSITION RULE ELECTION 	17  



 



ii 














JLG INDUSTRIES, INC.
EXECUTIVE DEFERRED 
COMPENSATION PLAN 



As Amended and
Restated Effective November 1, 2003 



(As Amended Effective
December 31, 2008) 



     



Section 1.     Establishment
and Purpose. 



        1.1    Establishment.
Effective October 1, 1996, the Company established the Plan for the benefit of the
Participants. The Plan has been amended and restated effective November 1, 2003, and
effective December 31, 2008.  




        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
permits Participants to elect to defer payment of part or all of their Compensation until
their termination of employment with the Company in accordance with the terms of the
Plan.  




Section 2.     Participation
by Eligible Executives. 



        2.1    Election
of Benefits. An Eligible Executive may become a Participant in the Plan by electing
to defer, until his termination of employment with the Company, receipt of part or all of
the Compensation to be paid to him by the Company.  




        2.2    Advance
Election. An election to defer the receipt of Compensation hereunder shall apply only
to Compensation earned after the date the Participant’s election is filed with the
Administrative Committee.  




        2.3    Election
Filing Deadline. Except as provided in the following two sentences, an election to
defer Compensation, other than Bonus Compensation, earned in a calendar year shall be
filed with the Administrative Committee before the calendar year begins, and an election
to defer Bonus Compensation earned in a Fiscal Year shall be filed with the
Administrative Committee on or before March 31 of the Fiscal Year with respect to which
the Bonus Compensation is earned. An Eligible Executive may file the requisite election
to defer Compensation earned thereafter before the expiration of 30 days from the initial
effective date of the Plan. An Eligible Executive who is newly hired or otherwise newly
eligible may file the requisite election to defer Compensation earned thereafter before
the expiration of 30 days from either (a) his initial date of employment, if the Eligible
Executive is a new hire, or (b) his initial date of eligibility, if the Eligible
Executive is newly eligible to participate in the Plan.  











	JLG Industries, Inc. 	Page 2  
	Executive Deferred Compensation Plan 
	





        2.4    Irrevocable
Election. Once filed, an election to defer Compensation shall be irrevocable and
shall remain in effect until the end of the calendar year or Fiscal Year to which it
pertains. Such election shall automatically apply to each subsequent calendar year or
Fiscal Year unless the Participant, before the beginning of the calendar year or on or
before March 31 of the Fiscal Year, revokes his prior election. In that event, he may
file a new election with the Administrative Committee before the beginning of the
calendar year or on or before March 31 of the Fiscal Year in accordance with Sections 2.3
and 2.5 hereof. An Eligible Executive who does not elect to defer Compensation in one
calendar year or Fiscal Year may elect to defer Compensation in any subsequent calendar
year or Fiscal Year, provided he remains an Eligible Executive, by electing to defer
Compensation in accordance with this Section 2.  




        2.5    Form
and Content of Election. An election to defer Compensation hereunder shall be in
writing, in a form acceptable to the Administrative Committee, and shall specify the
portion of the Participant’s Compensation to be deferred.  




        2.6    Form
of Payment. A Participant electing to defer Compensation hereunder also shall elect
as to whether such deferred Compensation shall be paid (a) in a single lump sum, or (b)
in annual installments over a period elected by the Participant, not to exceed fifteen
years. An election of form of payment hereunder shall be in writing in a form acceptable
to the Administrative Committee, and shall be effective as of the date the form is filed
with the Administrative Committee. The election on file with the Administrative Committee
on the date of the Participant’s termination of employment with the Company shall
govern the payment of all amounts deferred hereunder provided that the election has been
in effect for more than one year (365 days). If the election has not been in effect for
more than one year (365 days), the entire amount deferred hereunder shall be paid in a
single lump sum. The provisions of this Section are further restricted by Section 9.  




Section 3.     Accounts. 



        3.1    Accounts.
The Company shall maintain for bookkeeping purposes an Account in the name of each
Participant. Each Account shall have a Deferred Compensation Subaccount to which shall be
credited amounts deferred under Section 2 hereof, plus amounts as provided in Section 3.3
hereof. Each Account also shall have a Company Contribution Subaccount to which shall be
credited amounts as provided in Sections 3.2 and 3.3 hereof. Any references herein to
Compensation that is deferred pursuant to the Plan shall be deemed to include all amounts
credited to the Participant’s Deferred Compensation Subaccount and Company
Contribution Subaccount.  











	JLG Industries, Inc. 	Page 3  
	Executive Deferred Compensation Plan 
	





        3.2    Company
Contributions. As of the last day of each calendar year, the Administrative Committee
shall credit an additional amount to the Compensation that each Participant has deferred
hereunder equal to the amount, if any, that the Company would have contributed to the
Savings Plan on behalf of the Participant with respect to that year as a Matching
Contribution (as defined in Section 5.1 of the Savings Plan), if any, and a
Profit-Sharing Contribution (as defined in Section 5.2 of the Savings Plan), if any, had
the Limitations not applied to the Participant with respect to his participation in the
Savings Plan during that year; provided, however, that the Participant shall be credited
with the amount that the Company would have contributed to the Savings Plan on behalf of
the Participant with respect to the year as a Matching Contribution (as defined in
Section 5.1 of the Savings Plan) only to the extent that the amount the Participant
elected to defer for the year under Article 2 hereof is equivalent to the amount that the
Participant would have had to contribute to the Savings Plan (had he not been prevented
from doing so by the Limitations) to receive the related Matching Contribution under the
Savings Plan.  




        3.3    
Investment Return.  




            (a)       Rate
of Return Indices. The Administrative Committee shall select and           maintain
one or more rate of return indices as specified on Appendix A attached           hereto
as amended from time to time. To the extent Compensation deferred           hereunder is
allocated to one or more of the rate of return indices, the           Compensation shall
be credited with the applicable investment return (or loss)           that such
Compensation would have earned if it were invested in the specified           index.  




            (b)       Designation
of Investment Return.  




	 	        (i)                      Each
Participant shall specify in writing, at the time he completes his election
               to participate under Section 2 hereof, and in a form acceptable to the
               Administrative Committee, how any amounts to be deferred hereunder in the
future                shall be allocated among the rate of return indices specified on
Appendix A                attached hereto.  







	 	        (ii)                      The
Administrative Committee may, in its discretion and from time to time,
               permit a Participant to change any election previously made with respect
to the                allocation of amounts to be deferred hereunder in the future,
subject to such                conditions and such limitations as the Administrative
Committee may prescribe.                Any such change in election shall be in a form
acceptable to the Administrative                Committee.  







	 	        (iii)                      The
Administrative Committee may, in its discretion and from time to time,
               permit a Participant to elect to reallocate amounts from one rate of
return                index to another, subject to such conditions and such limitations
as the                Administrative Committee may prescribe; provided that a Participant
shall be                permitted, at least once per calendar month, to reallocate
amounts from one rate                of return index to another. Any such reallocation
election shall be in a form                acceptable to the Administrative Committee.  














	JLG Industries, Inc. 	Page 4  
	Executive Deferred Compensation Plan 
	





	 	        (iv)                      The
Administrative Committee may require that any election under this Section
               3.3 apply to the entire amount to which it pertains (e.g., 100% of
the                Participant’s future contributions) or to such percentage or
percentages of                that amount as the Administrative Committee may specify (e.g.,
increments                of 5%).  







	 	        (v)                      If
a Participant fails to specify a rate of return index with respect to
               Compensation deferred hereunder, the Participant shall be presumed to have
               specified that his entire Account be allocated to the index determined by
the                Administrative Committee to represent the lowest risk of principal
loss.  







            (c)       Crediting
Investment Returns. The balance credited to the           Participant’s Account
as of the last day of the prior month and allocated           to one or more rate of
return indices shall be credited with the applicable           investment return (or
loss) as of the last day of the month of crediting. All           references herein to
Compensation that is deferred pursuant to the Plan shall be           deemed to include
such deferred Compensation plus any investment return (or           loss) credited
pursuant to this Section 3.3.  




        3.4    Treatment
Under SERP. Amounts credited to a Participant’s Company Contribution Subaccount,
if any, pursuant to Section 3.2 hereof, and any investment return (or loss) credited to
such amounts pursuant to Section 3.3 hereof, shall be used to reduce monthly installments
under the SERP pursuant to Section 3.4(d) of the SERP. Amounts credited to a Participant’s
Deferred Compensation Subaccount pursuant to Section 2 hereof, and any investment return
(or loss) credited to such amounts pursuant to Section 3.3 hereof, shall not be taken
into account under Section 3.4(d) of the SERP.  




        3.5    
Vesting of Accounts. 




            (a)                 Subject
to the limitations of Section 6 hereof, balances credited to           Participants’ Deferred
Compensation Subaccounts, and balances credited to           the Company Contribution
Subaccounts of Eligible Executives who became           Participants before August 1,
1997, shall be nonforfeitable.  











	JLG Industries, Inc. 	Page 5  
	Executive Deferred Compensation Plan 
	





            (b)                 Effective
for individuals who become Participants on or after August 1, 1997,           amounts
credited to such Participants’ Company Contribution Subaccounts           pursuant
to Section 3.2 hereof shall vest in accordance with the following           vesting
schedule based on the Participants’ Years of Service (as defined in
          Section 2.1 of the Savings Plan):  






	Full Years of Service	Percentage
	
1	    0%
	2	  25%
	3	  50%
	4	100%






            (c)                 A
Participant’s Account shall become fully vested if the Participant’s
          employment terminates as a result of his retirement pursuant to the Savings
          Plan. A Participant’s Account also shall become fully vested if, while the
          Participant is still employed by the Company, (i) the Participant dies, (ii)
the           Participant becomes totally and permanently disabled, or (iii) the
Participant           had an account balance in the Plan on December 6, 2006, the date
upon which a           change in control of the Company occurred. If a Participant’s
Account is           not fully vested when his employment terminates, the non-vested
portion of his           Account shall be forfeited.  




Section 4.     Distributions
of Amounts Credited Under Section 3.1. 



        4.1    Payment.
The amount credited to a Participant’s vested Account pursuant to Section 3.1 hereof
shall be paid, or payments shall commence, as soon as practicable following the
Participant’s termination of employment with the Company. All such payments shall be
made in cash. If the Participant elects to receive his deferred Compensation in annual
installments, the amount of the first installment shall be the value of the deferred
Compensation that is subject to such election on the date as of which the installment is
paid, multiplied by a fraction, the numerator of which is one and the denominator of
which is the total number of installments. The amount of each remaining installment shall
be the value of the unpaid deferred Compensation that is subject to such election on the
date as of which the installment is paid, multiplied by a fraction, the numerator of
which is one and the denominator of which is the remaining number of installments to be
paid. The provisions of this Section are further restricted by Section 9.  




        4.2    
Death of Participant. 




            (a)       Amount
of Death Benefit. Any amount credited to a Participant’s           vested
Account under Section 3.1 hereof that is unpaid at the time of the           Participant’s
death shall be paid in a single lump sum to the Beneficiary           designated by the
Participant.  











	JLG Industries, Inc. 	Page 6  
	Executive Deferred Compensation Plan 
	





            (b)       Payment
of Death Benefits. A distribution pursuant to this Section 4.2           shall be
made to the Participant’s Beneficiary within 90 days after the
          Administrative Committee receives written notification of the Participant’s
          death, together with any additional information or documentation that the
          Administrative Committee determines to be necessary or appropriate before it
          makes the distribution.  




        4.3    Hardship
Distributions. At any time, upon the written application of the Participant, the
Administrative Committee may (i) reduce or eliminate the Participant’s future
deferrals of Compensation hereunder, or (ii) accelerate and pay in a lump sum to the
Participant all or part of the balance of the Compensation credited to the Participant’s
vested Account under Section 3.1 hereof, or both, if the Administrative Committee finds,
in its sole discretion, that the Participant has incurred or will incur a severe
financial hardship. A severe financial hardship is an unforeseeable emergency resulting
from any of the following:  




            (a)                 An
illness or accident of the Participant, his spouse or dependent (as defined           in
Code Section 152);  




            (b)                 A
loss of the Participant’s property due to casualty (including the need to
          rebuild a home following damage to a home not otherwise covered by insurance,
          for example, as a result of a natural disaster; or  




            (c)                 Other
similar extraordinary and unforeseeable circumstances arising as a result           of
events beyond the control of the Participant, as determined by the
          Administrative Committee in accordance with Treasury Regulation 1.409A-3(i)(3).  




In such circumstances, the
Administrative Committee shall reduce or eliminate the future deferrals and/or accelerate
the payment only to the extent reasonably necessary to eliminate or to avoid the severe
financial hardship. 



        4.4    Effect
of Distributions on Investment Return. If any amount credited to a Participant’s
vested Account under Section 3.1 hereof is allocated to more than one rate of return
index, any distribution of part, but not all, of such vested Account shall be debited pro
rata from any return indices to which the Participant’s vested Account is allocated
at the time of the distribution.  




Section 5.     Deferrals of
Equity-Based Awards. 



        5.1    
     Election to Defer.   No deferrals of equity-based awards are permitted under
this Plan after December 31, 2008. 











	JLG Industries, Inc. 	Page 7  
	Executive Deferred Compensation Plan 
	





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.  




        6.3    No
Employment Rights. No provisions of the Plan and no action taken by the Company, the
Board of Directors of the Company or of Oshkosh Corporation, 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. The Company does
not warrant that the Plan will be effective to defer the recognition of federal, state,
or local tax with respect to any amount credited to a Participant’s Account.  











	JLG Industries, Inc. 	Page 8  
	Executive Deferred Compensation Plan 
	





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; the power to
determine the number and nature of the rate of return indices specified on Appendix A
attached hereto; the power to compute the amount of benefits that shall be payable to any
Participant or Beneficiary in accordance with the provisions of the Plan, and in the
event that the Administrative Committee determines that excessive benefits have been paid
to any person, the Administrative Committee may suspend payment of future benefits to
such person or his Beneficiary or reduce the amount of such future benefits until the
excessive benefits and any interest thereon determined by the Committee have been
recovered; 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. The Administrative Committee shall decide claims and appeals under the Plan
pursuant to the claims procedures established for the JLG Industries, Inc. Employees’ Retirement
Savings Plan.  




        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    Required
Information. Any person eligible to receive benefits hereunder shall furnish to the
Administrative Committee any information or proof requested by the Administrative
Committee and reasonably required for the proper administration of the Plan. Failure on
the part of any person to comply with any such request within a reasonable period of time
shall be sufficient grounds for delay in the payment of any benefits that may be due
under the Plan until such information or proof is received by the Administrative
Committee. If any person claiming benefits under the Plan makes a false statement that is
material to such person’s claim for benefits, the Administrative Committee may
offset against future payments any amount paid to such person to which such person was
not entitled under the provisions of the Plan.  




        7.5    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 9  
	Executive Deferred Compensation Plan 
	





        7.6    Amendment,
Suspension, and Termination. 




            (a)       Administrative
Committee. The Administrative Committee has the right to           amend, suspend, or
terminate the Plan at any time; provided that no such           amendment, suspension, or
termination of the Plan shall divest any Participant           of the balance credited to
his Account as of the effective date of such           amendment, suspension, or
termination, except to the extent that an affected           Participant consents in
writing to the amendment, suspension, or termination.           Termination of the Plan
shall not give rise to accelerated vesting of any           unvested portion of a
Participant’s Account.  




            (b)       Administrator.
The Administrative Committee delegates to the Executive           Vice President,
Corporate Administration of Oshkosh Corporation, or such           person’s
designee, responsibility for the general operation and daily           administration of
the Plan, including the right to amend Appendixes A and B of           the Plan.  




        7.7    
Power to Delegate Authority. 




            (a)       Administrative
Committee. The Administrative Committee 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.  




            (b)       Administrator.
The designated administrator may, in its sole discretion,           delegate to any
person or persons all or part of its authority and           responsibility under the
Plan.  




        7.8    
     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. 




        7.9    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.  




        7.10    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.  




        7.11    Complete
Statement of Plan. 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
7.6. 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.  










	JLG Industries, Inc. 	Page 10  
	Executive Deferred Compensation Plan 
	






Section 8.     Definitions. 



        8.1     Gender
and Number. In order to shorten and to improve the understandability of the Plan
document by eliminating the repeated usage of such phrases as “his or her” and
“Executive or Executives,” any masculine terminology herein shall also include
the feminine and neuter, and the definition of any term herein in the singular shall also
include the plural, except when otherwise indicated by the context.  




        8.2          Definitions.  The
following words and phrases as used in the Plan have the following meanings: 




	 	        “Account”
means the bookkeeping account established for each Participant under Section 3.1 hereof.
Each Account shall include a Deferred Compensation Subaccount and a Company Contribution
Subaccount. 







	 	        “Administrative
Committee” means the Human Resources Committee of the Board of
Directors of Oshkosh Corporation. However, during the two-year period ending on December
6, 2008, “Administrative Committee” means the trustee under the grantor trust
maintained by the Company in connection with the Plan. 







	 	        
“Beneficiary” means the person designated by a Participant to
receive benefits under the Plan after the Participant’s death. Such a designation
shall be in writing in a form acceptable to the Administrative Committee, and shall be
effective as of the date the form is filed with the Administrative Committee. If a
Participant dies before receiving the entire amount due to him under the Plan, 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. A Participant may revoke a prior designation of a Beneficiary
at any time before the Participant’s death by filing a new form with the
Administrative Committee. 







	 	        
“Bonus Compensation” means cash compensation awarded under the
JLG Industries, Inc. Management Incentive Plan that is also performance-based compensation
within the meaning of Code Section 409A. 







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














	JLG Industries, Inc. 	Page 11  
	Executive Deferred Compensation 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. 







	 	        “Company
Contribution Subaccount” means the subaccount within the
Participant’s Account to which Company Contributions are credited as described in
Section 3.1 hereof. 







	 	        
“Compensation” means the base salary that Eligible Executives may
elect to defer under the Plan and includes Bonus Compensation. “Compensation”
shall not include restricted shares; options, or gain on options; stock appreciation
rights; settlement of deferred stock grants or restricted or performance stock units; or
other equity-based awards. 







	 	        “Deferred
Compensation Subaccount” means the subaccount within the
Participant’s Account to which amounts deferred under Section 2 are credited as
described in Section 3.1 hereof. 







	 	        “Effective
Date” means November 1, 2003.  







	 	        “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 Administrative Committee in
its sole discretion; provided that, on and after December 6, 2006, when a change in
control of the Company occurred, each employee of the Company who was an Eligible
Executive immediately before the change in control shall remain an Eligible Executive as
long as the employee is employed by the Company. 







	 	        “Fiscal
Year” means the twelve-month period ending each September
30th beginning September 30, 2007. 







	 	        “Limitations” means 







	 	(a) 	the
limitations on contributions to defined contribution plans under sections
          401(k), 401(m), 402(g), and 415(c) of the Code; and  






	 	(b) 	the
limitations imposed by sections 401(a)(4), 401(a)(17), and 415(e) of the           Code
and by any other provision of the Code to the extent that such provision           limits
the amount of Pretax Contributions, Matching Contributions, and           Profit-Sharing
Contributions that otherwise would be made to the Savings Plan.  













	JLG Industries, Inc. 	Page 12  
	Executive Deferred Compensation Plan 
	





	 	        “Participant”
means an Eligible Executive who becomes a participant in the Plan in accordance with
Section 2.1 or Section 5.1 hereof and who has not been paid all Compensation deferred by
the Participant under the Plan. 







	 	        “Plan”
means the “JLG Industries, Inc. Executive Deferred Compensation Plan” as set
forth herein and as amended from time to time. 







	 	        “Savings
Plan” means the JLG Industries, Inc. Employees’ Retirement
Savings Plan effective as of January 1, 1995, and as amended from time to time. 







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







	 	        
“SERP” means the JLG Industries, Inc. Supplemental Executive
Retirement Plan effective as of March 31, 1995, and as amended from time to time. 







Section 9.     Code Section
409A Grandfathering Provisions. 



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




        9.2    409A
Grandfathered Account Balance. A Participant’s 409A grandfathered Account
balance is the value of the Participant’s vested Account Balance 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 Account balance.  




        9.3    Payment
of 409A Grandfathered Account Balance. A Participant’s 409A grandfathered
Account balance 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 as they apply to such 409A grandfathered Account
balance.  










	JLG Industries, Inc. 	Page 13  
	Executive Deferred Compensation Plan 
	






        9.4    409A
Non-Grandfathered Account Balance. Notwithstanding any other provisions of the Plan,
effective December 31, 2008, a Participant’s 409A non-grandfathered Account balance
is subject to this Section 9. A Participant’s 409A non-grandfathered Account balance
is the value of the Participant’s Account balance hereunder less the Participant’s
409A grandfathered Account balance, as of each date the Participant’s Account is
valued for purposes of determining the 409A non-grandfathered Account balance. Section
409A non-grandfathered Account balances shall be deemed to be part of an account balance
plan of deferred compensation for purposes of Code Section 409A. Plan provisions shall
provide guidance for the administration of the Plan with respect to 409A
non-grandfathered account balances to the extent they are consistent with the
requirements of this Section 9.  




        9.5    Payment
of 409A Non-Grandfathered Account upon Separation from Service. Notwithstanding any
other provisions of the Plan to the contrary, a Participant’s 409A non-grandfathered
Account balance (“Non-Grandfathered Account”) shall be paid upon Separation
from Service in (i) a single lump sum payment or (ii) in installments over two to 15
years in accordance with the following:  




        (a)                 Each
Participant shall elect the form of payment under Plan rules not later than
          December 31, 2008, which election shall be irrevocable on and after that date.
          Such election is to be made pursuant to the special transition rule election
          available for this purpose under Code Section 409A. The election will not be
          treated as a change in the form or timing of a payment, or an acceleration of
          payment, under Code Section 409A. In the absence of a valid election of a form
          of payment by a Participant pursuant to this Section, payment shall be made in
a           single lump sum.  




        (b)                 Payment
in a single lump sum payment will be made in January of the year           following the
year in which the Participant’s Separation from Service           occurs to those
Participants whose Separation from Service occurs during the           period January 1
through June 30 and in July of the year following the year in           which the
Participant’s Separation from Service occurs to those           Participants whose
Separation from Service occurs during the period July 1           through December 31.
The lump sum distribution shall be in an amount equal to           the balance of the
Participant’s Non-Grandfathered Account as of the           Valuation Date
immediately preceding the distribution date.  




        (c)                 If
payment is to be made in annual installments, the first annual payment shall           be
made, for those Participants whose Separation from Service occurs during the
          period January 1 through June 30, in January of the year following the year in
          which the Participant’s Separation from Service occurs. For those
          Participants whose Separation from Service occurs during the period from July 1
          through December 31 of a year, the first annual installment shall be made
          in July of the year following the year in which such Participant’s
          Separation from Service occurs. All subsequent installments shall be made in
          January of each year. The amount of each annual installment is determined by
          multiplying the balance of the Participant’s Non-Grandfathered Account
          subject to installment payments as of the Valuation Date immediately preceding
          the distribution date by a fraction, the numerator of which is one (1) and the
          denominator of which is the number of installments remaining, including the
          current installment. Notwithstanding the foregoing provisions of this
          subsection, if the balance of a Participant’s Account at any time is less
          than fifty thousand dollars ($50,000) during the installment payout period, the
          remaining balance shall be paid in the form of a lump sum when the next
          installment payment is otherwise due to be paid.  










	JLG Industries, Inc. 	Page 14  
	Executive Deferred Compensation Plan 
	






        9.6    Payment
of 409A Non-Grandfathered Account upon Death. Payment of any unpaid portion of a
Participant’s Non-Grandfathered Account shall be made to the Participant’s
Beneficiary within 90 days after the Administrative Committee receives written
notification of the Participant’s death, together with any additional information or
documentation that the Administrative Committee determines to be necessary or appropriate
before it makes the distribution. Payment will be in the form of a single lump sum
payment.  




        9.7    Separation
from Service. The term “Separation from Service”means, as to each
Participant, the termination of service as an independent contractor and/or as an
employee (collectively referred to herein as “service”) 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 service, 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, or
other than as an independent contractor, such shift in status is not automatically a
Separation from Service. Separation from Service, for this purpose, means a termination
of service 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 for
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
Separation from Service 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 Separation from Service will be determined in good faith by the Company based on
the facts and circumstances in accordance with Code Section 409A. 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 15  
	Executive Deferred Compensation Plan 
	





        9.8    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 Account balance 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 Account 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 Account of the Participant or the Participant’s Beneficiary, if
applicable. 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 and Beneficiary shall
make a reasonable, good faith effort to collect any payment or benefit to which the
Participant or Beneficiary believes he or she 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 or Beneficiary shall take further enforcement measures within 180 days after
such latest date.  



		JLG INDUSTRIES, INC.
	

ATTEST:	__________________________________	BY:	__________________________________
	
TITLE:	__________________________________	TITLE:	__________________________________









	JLG Industries, Inc. 	Page 16  
	Executive Deferred Compensation Plan 
	






APPENDIX A 



RATE OF RETURN INDICES 







	JLG Industries, Inc. 	Page 17  
	Executive Deferred Compensation Plan 
	






APPENDIX B 
INTERNAL REVENUE CODE
SECTION 409A TRANSITION RULE ELECTION 



JLG INDUSTRIES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN 



        Internal
Revenue Code Section 409A. (Section 409A) requires that additions to my account in the JLG
Industries, Inc. Executive Deferred Compensation Plan (Plan) after December 31, 2004,
including net earnings on such account (my non-grandfathered account), may only be paid in
a method (lump sum or installment) that is specified in advance of when the deferred
amounts are earned. 



        Section
409A provides a transitional rule through December 31, 2008, however, which allows me to
select, on a one-time irrevocable basis, the method by which my non-grandfathered account
under the Plan (including amounts added after 2004) will be paid. This election is
referred to as the Section 409A transitional rule election. It must be made not later than
December 31, 2008. 



        Each
participant in the Plan with a non-grandfathered account is requested to make this
transitional rule election. If no election is made and filed with the Plan by December 31,
2008, the participant’s non-grandfathered account will be paid in a single lump sum
payment following separation from service, at the time specified in Section 9.5(b) of the
Plan. (Please note that balances accrued through December 31, 2004, including net earnings
attributable to those amounts (the grandfathered account balance), remain subject to the
terms of the Plan as in effect on that date, which allows changes to be made to the method
of payment under less restrictive terms.) 



SECTION 409A IRREVOCABLE
TRANSITION RULE ELECTION 



The payment method for my
non-grandfathered account balance in the Plan shall be the following: 



	 	|_| 	One
lump-sum, payable during January or July following the calendar year in           which
my separation from service (as defined in the Plan) occurs, pursuant to           Section
9.5(b) of the Plan. 






	 	|_| 	In
2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, or 15 (please circle one number)
          annual installments commencing during January or July following the calendar
          year in which my separation from service (as defined in the Plan) occurs,
          pursuant to Section 9.5(c) of the Plan, and continuing in the appropriate
number           of consecutive Januarys thereafter until fully paid. 






Receipt Acknowledged 



		
	By:______________________________	_________________________________
		Director
	

_________________________________	_________________________________
	Date	Date