EXHIBIT 10.2
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                    JLG INDUSTRIES, INC. DIRECTORS' DEFERRED
                                COMPENSATION PLAN

                As Amended and Restated Effective August 1, 1997
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Section 1.  Establishment and Purpose

            1.1   Establishment. Effective July 1, 1986, the Company established
the Plan for the benefit of the Participants.

            1.2   Purpose. The Plan is an unfunded plan maintained primarily for
the purpose of providing deferred compensation to directors of the Company who
are not employees. The Plan permits Participants to elect to defer payment of
part or all of their Compensation until the termination of their membership on
the Board of Directors in accordance with the terms of the Plan.

Section 2.  Participation by Eligible Directors

            2.1   Election of Benefits. An Eligible Director may become a
Participant in the Plan by electing to defer, until the termination of his
membership on the Board of Directors, 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. An election to defer Compensation
earned in a calendar year shall be filed with the Administrative Committee
before the calendar year begins. Notwithstanding the foregoing, a newly
appointed or otherwise newly eligible Eligible Director may file the requisite
election to defer Compensation earned thereafter before the expiration of 30
days from either (i) his initial date of appointment, if the Eligible Director
is a new appointment, or (ii) his initial date of eligibility, if the Eligible
Director is newly eligible to participate in the 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 to which it pertains. Such election shall automatically apply
to each subsequent calendar year unless the Participant, before the beginning of
the calendar 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 in accordance with Sections 2.3 and 2.5 hereof. An Eligible Director who
does not elect to defer Compensation in one calendar year may elect to defer
Compensation in any subsequent calendar year, provided he remains an Eligible
Director, 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 the Participant's membership on the Board of Directors of the
Company terminates 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.

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Section 3.  Account

            3.1   Account. The Company shall maintain for bookkeeping purposes
an Account in the name of each Participant to which shall be credited the
amounts deferred under Section 2 hereof, plus amounts as provided in Section 3.2
hereof.

            3.2   Investment Return.

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

                  (b)   Election of Rate of Return Indices.

                        (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 indices
      specified on Exhibit 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 writing and 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 previously allocated. Any such
      reallocation election shall be in writing and in a form acceptable to the
      Administrative Committee.

                        (iv)  The Administrative Committee may require that any
      election under this Section 3.2 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 of Investment Return. The balance credited to
the Participant's Account as of the last day of the prior month 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 3.2.

                  3.3   Nonforfeitability of Accounts. Subject to the
limitations of Section 5 hereof, balances credited to Participants' Accounts
shall be nonforfeitable.

Section 4.  Distributions

            4.1   Payment. The amount credited to a Participant's Account
pursuant to Section 3 hereof shall be paid, or payments shall commence, as soon
as practicable following the termination of the Participant's membership on the
Board of Directors. If the Participant elects to receive his deferred
Compensation in annual installments, the amount of the first installment shall

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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.

            4.2   Death of Participant.

                  (a)   Amount of Death Benefit. Any amount credited to a
Participant's Account hereunder 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.

                  (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 deferred hereunder, or both, if the Administrative Committee
finds, in its sole discretion, that the Participant has incurred or will incur a
severe financial hardship resulting from an accident or illness with respect to
the Participant, his spouse, or his dependent (as defined in section 152 of the
Code), or other event beyond the Participant's control. 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.

Section 5.  Nature of Participant's Interest in Plan

            5.1   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.

            5.2   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.

            5.3   No Right to Board Membership. No provisions of the Plan and no
action taken by the Company, the Board of Directors, or the Administrative
Committee will give any person any right to be retained as a member of the Board
of Directors.

            5.4   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

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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 6.  Administration, Interpretation, and Modification of Plan

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

            6.2   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 Exhibit 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.

            6.3   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.

            6.4   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.

            6.5   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.

            6.6   Amendment, Suspension, and Termination.

                  (a)   Board of Directors. The Board of Directors has the right
by written resolution 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.

                  (b)   Administrative Committee. The Board of Directors
delegates to the Administrative Committee the right by written resolution to
amend the Plan for the limited purpose of amending Exhibit A of the Plan.

            6.7   Power to Delegate Authority.

                  (a)   Board of Directors. 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.

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                  (b)   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.

            6.8   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.

            6.9   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.

            6.10  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.

            6.11  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 6.6. 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.

Section 7.  Definitions

            7.1   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 "Director or Directors," 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.

            7.2   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.

            "Administrative Committee" means the Administrative Committee
      appointed to administer the Savings Plan. However, following a Change in
      Control, "Administrative Committee" means the trustee under the grantor
      trust maintained by the Company in connection with the 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
            or Associates beneficially owns, directly or indirectly;

                  (2) which such Person or any of such Person's Securities Law
            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 or Associates until such tendered securities are
            accepted for purchase or exchange; or (B) the right to vote pursuant
            to any 


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            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 or Associate thereof) with
            which such Person or any of such Person's Securities Law 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 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 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.

            "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 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

                  (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 


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                        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 from time
      to time.

            "Company" means JLG Industries, Inc., and any successor to JLG
      Industries, Inc.

            "Compensation" means the director's fees and all other amounts paid
      to the director by the Company for services as a director that Eligible
      Directors may elect to defer under the Plan.

            "Effective Date" means July 1, 1986.

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

            "Eligible Director" means a non-employee director of the Company;
      provided that, on and after a Change in Control, each director of the
      Company who was an Eligible Director immediately before the Change in
      Control shall remain an Eligible Director as long as the director is a
      non-employee member of the Board of Directors.

            "Fiscal Year" means the twelve-month period beginning August 1st and
      ending on the subsequent July 31st.

            "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.

            "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 


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      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."

            "Participant" means an Eligible Director who becomes a participant
      in the Plan in accordance with Section 2.1 hereof and who has not been
      paid all Compensation deferred by the Participant under the Plan.

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

            "Plan" means the "JLG Industries, Inc. Directors' Deferred
      Compensation Plan" as set forth herein and as amended from time to time.

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

            "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.

            "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.

            "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."

            "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.



                                            JLG INDUSTRIES, INC.



ATTEST: ____________________                BY: _________________________



TITLE: _____________________                TITLE: ______________________


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