10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2001
[  ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to ___________

Commission File Number
1-11978

The Manitowoc Company, Inc.
(Exact name of registrant as specified in its charter)

Wisconsin	39-0448110
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)
500 S. 16th Street, Manitowoc, Wisconsin	54221-0066
(Address of principal executive offices)	(Zip Code)

(920) 684-4410
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceeding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ( X )    No  (   )

The number of shares outstanding of the Registrant's common stock, $.01 par value, as of June 30, 2001, the most recent practicable date, was 24,271,731.

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

THE MANITOWOC COMPANY, INC.
Consolidated Statements of Earnings
For the Quarter and Six Months Ended June 30, 2001 and 2000
(Unaudited)
(In thousands, except per-share and average shares data)

		Quarter Ended             June 30				Six Months Ended            June 30
		2001		2000		2001		2000
Net sales	$	298,234	$	243,566	$	527,585	$	449,419
Costs and expenses:
Cost of sales		218,460		172,500		391,781		322,636
Engineering, selling and administrative expenses		37,619		28,487		71,305		55,559
Amortization expense		3,152		2,085		5,467		3,987
Total costs and expenses		259,231		203,072		468,553		382,182
Earnings from operations		39,003		40,494		59,032		67,237
Other income (expense):
Interest expense		(8,844	)	(3,938	)	(12,940	)	(6,449	)
Other expenses, net		(425	)	(386	)	(540	)	(757	)
Total other income (expense)		(9,269	)	(4,324	)	(13,480	)	(7,206	)
Earnings before taxes on income and extraordinary loss		29,734		36,170		45,552		60,031
Provision for taxes on income		11,799		13,564		17,747		22,512
Earnings before extraordinary loss		17,935		22,606		27,805		37,519
Extraordinary loss on debt extinguishment,    net of income tax benefit of $2,216		(3,324	)	--		(3,324	)	--
Net earnings	$	14,611	$	22,606	$	24,481	$	37,519
Basic earnings per share before extraordinary loss	$	0.74	$	0.91	$	1.15	$	1.48
Extraordinary loss, net of income tax benefit		(0.14	)	--		(0.14	)	--
Basic earnings per share	$	0.60	$	0.91	$	1.01	$	1.48
Diluted earnings per share before extraordinary loss	$	0.73	$	0.91	$	1.13	$	1.47
Extraordinary loss, net of income tax benefit		(0.13	)	--		(0.13	)	--
Diluted earnings per share	$	0.60	$	0.91	$	1.00	$	1.47
Dividends per share	$	--	$	0.075	$	0.075	$	0.15
Weighted average shares outstanding - basic		24,269,153		24,725,648		24,265,752		25,287,860
Weighted average shares outstanding - diluted		24,562,957		24,905,159		24,550,046		25,436,958

See accompanying notes which are an integral part of these statements.

THE MANITOWOC COMPANY, INC.
Consolidated Balance Sheets
As of June 30, 2001 and December 31, 2000
(In thousands, except share data)

Assets		June 30,      2001      (Unaudited)		December 31,      2000
Current Assets:
Cash and cash equivalents	$	30,240	$	13,983
Marketable securities		2,098		2,044
Accounts receivable		169,097		88,231
Inventories		152,326		91,178
Other current assets		11,951		7,479
Future income tax benefits		27,002		20,592
Total current assets		392,714		223,507
Intangible assets - net		521,876		308,751
Other non-current assets		31,759		10,332
Property, plant and equipment - net		171,740		99,940
Total assets	$	1,118,089	$	642,530
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	251,668	$	144,713
Current portion of long-term debt		37,020		270
Short-term borrowings		875		81,000
Product warranties		15,864		13,507
Total current liabilities		305,427		239,490
Non-Current Liabilities:
Long-term debt, less current portion		494,412		137,668
Postretirement health benefit obligations		20,653		20,341
Other non-current liabilities		46,782		11,262
Total non-current liabilities		561,847		169,271
Stockholders' Equity:
Common stock (36,746,482 shares issued)		367		367
Additional paid-in capital		31,626		31,602
Accumulated other comprehensive loss		(8,313	)	(2,569	)
Retained earnings		357,124		334,433
Treasury stock, at cost
(12,474,751 and 12,487,019 shares)		(129,989	)	(130,064	)
Total stockholders' equity		250,815		233,769
Total liabilities and stockholders' equity	$	1,118,089	$	642,530

See accompanying notes which are an integral part of these statements.

THE MANITOWOC COMPANY, INC.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2001 and 2000
(Unaudited)
(In thousands)

		Six Months Ended              June 30,
		2001		2000
Cash Flows from Operations:
Net earnings	$	24,481	$	37,519
Adjustments to reconcile net earnings to         net cash provided by operations:
Depreciation		6,582		4,947
Amortization of goodwill		5,467		3,987
Amortization of deferred financing fees		566		336
Extraordinary loss on early extinguishment of debt,           net of income tax benefit		3,324		- --
Loss on sale of property, plant and equipment		34		46
Changes in operating assets and liabilities
excluding the effects of business acquisitions:
Accounts receivable		(7,946	)	(31,084	)
Inventories		359		(1,119	)
Other current assets		(3,879	)	1,296
Non-current assets		(11,069	)	(542	)
Current liabilities		22,263		9,687
Non-current liabilities		2,468		(27	)
Net cash provided by operations		42,650		25,046
Cash Flows from Investing:
Business acquisitions - net of cash acquired		(282,317	)	(47,411	)
Capital expenditures		(7,907	)	(8,412	)
Proceeds from sale of property, plant, and
equipment		330		110
Purchase of temporary investments - net		(54	)	(60	)
Net cash used for investing		(289,948	)	(55,773	)
Cash Flows from Financing:
Proceeds from long-term borrowings		345,116		--
Proceeds from senior subordinated notes		156,118		--
Payments on long-term borrowings		(135,629	)	(21	)
Proceeds (payments) on short-term borrowings - net		(80,125	)	76,035
Debt issuance costs		(20,153	)	--
Dividends paid		(1,791	)	(3,770	)
Options exercised		130		301
Treasury stock purchased		--		(41,498	)
Net cash provided by financing		263,666		31,047
Effect of exchange rate changes on cash		(111	)	(34	)
Net increase in cash and cash equivalents		16,257		286
Balance at beginning of period		13,983		10,097
Balance at end of period	$	30,240	$	10,383
Supplemental cash flow information:
Interest paid	$	9,640	$	5,037
Income taxes paid	$	3,726	$	17,845

See accompanying notes which are an integral part of these statements.

THE MANITOWOC COMPANY, INC.
Consolidated Statements of Comprehensive Income
For the Quarter and Six Months Ended June 30, 2001 and 2000
(Unaudited)
(In thousands)

		Quarter Ended         June 30,				Six Months Ended         June 30,
		2001		2000		2001		2000
Net earnings	$	14,611	$	22,606	$	24,481	$	37,519
Other comprehensive loss:
Hedging activities - net of income taxes		--		--		(211	)	--
Foreign currency translation adjustments		(5,862	)	(570	)	(5,533	)	(754	)
Total other comprehensive loss		(5,862	)	(570	)	(5,744	)	(754	)
Comprehensive income	$	8,749	$	22,036	$	18,737	$	36,765

See accompanying notes which are an integral part of these statements.

THE MANITOWOC COMPANY, INC.
Notes to Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2001 and 2000

1.  Accounting Policies

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the results of operations, cash flows and comprehensive income for the quarters and six months ended June 30, 2001 and 2000 and the financial position at June 30, 2001. The interim results are not necessarily indicative of results for a full year and do not contain information included in the company's annual consolidated financial statements and notes for the year ended December 31, 2000. The consolidated balance sheet as of December 31, 2000 was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the company's latest annual report.

All dollar amounts, except per share amounts, are in thousands of dollars throughout these notes unless otherwise indicated.

2.  Inventories

The components of inventory at June 30, 2001 and December 31, 2000 are summarized as follows:

		June 30,      2001		Dec. 31,     2000
Components:
Raw materials	$	60,017	$	33,935
Work-in-process		51,417		32,914
Finished goods		62,606		45,880
Total inventories at FIFO costs		174,040		112,729
Excess of FIFO costs over LIFO value		(21,714	)	(21,551	)
Total inventories	$	152,326	$	91,178

Inventory is carried at lower of cost or market using the first-in, first-out (FIFO) method for 77% and 57% of total inventory at June 30, 2001 and December 31, 2000, respectively. The remainder of the inventory is costed using the last-in, first-out (LIFO) method.


3.  Contingencies

The United States Environmental Protection Agency ("EPA") has identified the company as a potentially responsible party ("PRP") under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), liable for the costs associated with investigating and cleaning up contamination at the Lemberger Landfill Superfund Site (the "Site") near Manitowoc, Wisconsin.

Approximately 150 PRP's have been identified as having shipped substances to the Site. Eleven of the potentially responsible parties, including the company, have formed a group (the Lemberger Site Remediation Group, or LSRG) and have successfully negotiated with the EPA and the Wisconsin Department of Natural Resources to settle the potential liability at the Site and fund the cleanup.

Recent estimates indicate that the remaining costs to clean up the Site are nominal. However, the ultimate allocation of costs for the Site is not yet final. Although liability is joint and several, the company's percentage share of liability is estimated to be 11% of the total cleanup costs. Prior to December 31, 1996, the company accrued $3.3 million in connection with this matter. Expenses charged against this reserve during the second quarter and first six months of 2001 and 2000 in connection with this matter were not significant. Remediation work at the Site has been substantially completed, with only long-term pumping and treating of ground water and Site maintenance remaining. The remaining estimated liability for this matter, included in other current and non-current liabilities at June 30, 2001, is $1.2 million.

As of June 30, 2001, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these are insured with self-insurance retentions of $0.1 million for Potain crane accidents; $1.0 million for all other Crane accidents; $1.0 million for Foodservice accidents occurring during 1990 to 1996; and $0.1 million for Foodservice accidents occurring during 1997 to 2001. The insurer's contribution is limited to $50.0 million.

Product liability reserves included in accounts payable and accrued expenses at June 30, 2001 are $10.4 million; $4.3 million reserved specifically for the cases referenced above, and $6.1 million for claims incurred but not reported which were estimated using actuarial methods. As of June 30, 2001, the highest reserve for an insured claim is $0.9 million. Based on the company's experience in defending itself against product liability claims, management believes the current reserves are adequate for estimated settlements on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and the solvency of insurance carriers.

It is reasonably possible that the estimates for environmental remediation and product liability costs may change in the near future based upon new information that may arise. Presently, there is no reliable means to estimate the amount of any such potential changes.

The company is also involved in various other legal actions arising in the normal course of business. After taking into consideration legal counsel's evaluation of such actions, in the opinion of management, ultimate resolution is not expected to have a material adverse effect on the consolidated financial statements of the company.

4.  Stockholders' Equity

The company currently has the board of directors' authorization to repurchase up to 2.5 million shares of common stock at management's discretion. As of June 30, 2001, the company had purchased approximately 1.9 million shares at a cost of $49.8 million pursuant to this authorization. There were no common stock repurchases made during the first six months of 2001.

In February 2001, the board of directors adopted a resolution to pay cash dividends annually rather than quarterly. Thus, in October 2001, and at its regular fall meeting each year thereafter, the board of directors will determine the amount and timing of the annual dividend for that year.

5.  Earnings per Share

The following is a reconciliation of the earnings and average shares outstanding used to compute basic and diluted earnings per share.

		Quarter Ended June 30					Six Months Ended June 30
		2001			2000		2001			2000
Earnings:
Earnings from continuing operations	$	17,935		$	22,606	$	27,805		$	37,519
Extraordinary loss from debt extinguishment, net		(3,324	)		--		(3,324	)		--
Net earnings	$	14,611		$	22,606	$	24,481		$	37,519
Basic weighted average common shares outstanding		24,269,153			24,725,648		24,265,752			25,287,860
Effect of dilutive securities - stock options		293,804			179,511		284,294			149,098
Diluted weighted average common shares     outstanding		24,562,957			24,905,159		24,550,046			25,436,958
Basic earnings per share:
Earnings from continuing operations		0.74			0.91		1.15			1.48
Extraordinary loss from debt extinguishment, net		(0.14	)		--		(0.14	)		--
Net earnings	$	0.60		$	0.91	$	1.01		$	1.48
Diluted earnings per share:
Earnings from continuing operations		0.73			0.91		1.13			1.47
Extraordinary loss from debt extinguishment, net		(0.13	)		--		(0.13	)		--
Net earnings	$	0.60		$	0.91	$	1.00		$	1.47

6.  Long-term Debt

During the second quarter ended June 30, 2001, and in connection with the company's acquisition of Potain SA(see Note 7), the company restructured its long-term debt by entering into a $475 million senior credit facility (the " Senior Credit Facility") and issuing U.S. $156 million (euro 175 million) aggregate principal amount of the company's 10-3/8% Senior Subordinated Notes (the "Notes") due 2011.

The company incurred an extraordinary loss of $3,324, net of income tax benefit of $2,216, related to the prepayment of certain of its existing credit facilities as a result of its refinancing activities. The loss resulted from a prepayment penalty and the write-off of the related unamortized financing fee.

The Senior Credit Facility, comprised of a $125 million revolving credit facility and term loans aggregating $350 million, requires the company to meet specified financial tests including the maintenance of various debt and net worth ratios, and contains customary events of default, including a change of control, and other customary covenants, including covenants that limit the company's and its subsidiaries' ability to prepay principal, redeem or repurchase the Notes, incur additional debt, merge with other entities or make acquisitions, pay dividends or make distributions, make investments or advances, create or become subject to liens, and make capital expenditures.

Borrowings under the agreement bear interest at a rate equal to the sum of the base rate or a Eurodollar rate plus an applicable percentage. For all credit facilities the percentage is based on the company's consolidated leverage ratio, as defined by the agreement. The company will also pay agency fees and commitment fees on the unused portion of the credit facility as defined by the agreement.

The Notes, which were registered with the Securities and Exchange Commission, are unsecured obligations of the company, ranking subordinate in right of payment to all senior debt of the company. The Notes include covenants similar to the senior credit agreement described above. The Notes also contain certain other covenants including restrictions on the repurchase of capital stock and asset sales, as defined.

The company enters into interest rate swap agreements to reduce the impact of changes in interest rates on its floating rate debt. As of June 30, 2001 the company had outstanding one interest rate swap agreement with a financial institution, having a total notional principal amount of $12.5 million and expiring October 2002. The interest rate swap is designated as a cash flow hedge instrument based upon the criteria established by SFAS No. 133. For a derivative designated as a cash flow hedge, the effective portion of the derivative's gain or loss due to a change in fair value is initially recorded as a component of other comprehensive income and subsequently reclassified into earnings when the hedged exposure affects earnings. During the period ended June 30, 2001, the cash flow hedge was deemed to be fully effective.

7.  Acquisition of Potain and Subsidiary Guarantors

On May 9, 2001, the company, through its subsidiary Manitowoc France SAS, acquired from Legris Industries SA ("Legris") all of the outstanding capital stock of Potain SA ("Potain"), pursuant to a Share Purchase Agreement, dated May 9, 2001 (the "Acquisition") for $307.1 million, plus a post-closing adjustment for Potain's net income from January 1, 2001 through the closing date. Potain is a leading designer, manufacturer and supplier of tower cranes for the building and construction industry.

The acquisition of Potain, which is included in the company's financial statements as of May 9, 2001, has been recorded using the purchase method of accounting. The cost of the acquisition has been allocated on the basis of the estimated fair values of the assets acquired and liabilities assumed. The preliminary estimate of the excess of the cost over the fair value of the net assets acquired is $192.4 million the amortization of which will cease effective January 1, 2002 (see Note 8). Pro forma consolidated net sales, earnings before extraordinary item, net income, basic earnings per share and diluted earnings per share were $628.1 million, $19.0 million, $15.6 million, $0.64 and $0.64, respectively, for the six-month period ended June 30, 2001. The Pro forma financial information assumes the Potain acquisition occurred on January 1, 2001. Comparable prior year six-month pro forma information is not available as the Potain books and records were maintained under French GAAP, however, U.S. GAAP reconcil ed net sales and net income for Potain for the year ended December 31, 2000 were $260.0 million and $15.8 million, respectively.

In connection with the Potain acquisition, the company issued Notes, as described in Note 6. The Notes are fully and unconditionally and jointly and severally guaranteed by the company's domestic subsidiaries (the "Guarantor Subsidiaries"). The following condensed consolidating financial statements illustrate the composition of The Manitowoc Company, Inc. ("Parent"), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries as of June 30, 2001 for the balance sheet, as well as the statement of earnings and cash flows for the six-month period ended June 30, 2001. Separate financial statements of the respective Guarantor Subsidiaries are not provided because the company believes separate financial statements would not provide additional information that would be useful in assessing the financial condition of the Guarantor Subsidiaries.

The Manitowoc Company, Inc.
Condensed Consolidating Statement of Earnings
For the Six Months Ended June 30, 2001
(Unaudited)
(In thousands)

					Guarantor			Non-Guarantor
		Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	--		$	469,878		$	57,707		$	--		$	527,585
Costs and expenses:
Cost of sales		--			347,725			44,056			--			391,781
Engineering, selling and administrative		6,146			57,988			7,171			--			71,305
Amortization expense		294			4,459			714			--			5,467
Total costs and expenses		6,440			410,172			51,941			--			468,553
Earnings (loss) from operations		(6,440	)		59,706			5,766			--			59,032
Other income (expense):
Interest expense		(11,792	)		(1,148	)		--			--			(12,940	)
Management fee income (expense)		6,823			(6,823	)		--			--			--
Other expense - net		(384	)		(114	)		(42	)		--			(540	)
Total other income (expense)		(5,353	)		(8,085	)		(42	)		--			(13,480	)
Earnings before taxes on income, equity in earnings of subsidiaries and extraordinary loss		(11,793	)		51,621			5,724			- --			45,552
Provision (benefit) for taxes on income		(4,467	)		19,554			2,660			--			17,747
Equity in earnings of subsidiaries, net of income taxes		35,131			--			--			(35,131	)		--
Earnings before extraordinary loss		27,805			32,067			3,064			(35,131	)		27,805
Extraordinary loss on debt   extinguishment, net of income tax   benefit of $2,216		(3,324	)		--			--			--			(3,324	)
Net earnings	$	24,481		$	32,067		$	3,064		$	(35,131	)	$	24,481

The Manitowoc Company, Inc.
Condensed Consolidating Statement of Balance Sheet
as of June 30, 2001
(Unaudited)
(In thousands)

						Non-
				Guarantor		Guarantor
		Parent		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	16,534	$	(6,331	) $	20,037	$	--	$	30,240
Marketable securities		2,098		--		--		--		2,098
Accounts receivable		272		97,136		71,689		--		169,097
Inventories		--		82,314		70,012		--		152,326
Other current assets		45		10,545		1,361		--		11,951
Future income tax benefits		22,756		--		4,246		--		27,002
Total current assets		41,705		183,664		167,345		--		392,714
Intangible assets - net		20,998		303,792		197,086		--		521,876
Other non-current assets		227		17,339		14,193		--		31,759
Property, plant and equipment - net		4,386		96,423		70,931		--		171,740
Equity in affiliates		886,588		--		--		(886,588	)	--
Total assets	$	953,904	$	601,218	$	449,555	$	(886,588	) $	1,118,089
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	29,038	$	133,220	$	89,410	$	--	$	251,668
Current portion long-term debt		37,020		--		--		--		37,020
Short-term borrowings		875		--		--		--		875
Product warranties		--		13,830		2,034		--		15,864
Total current liabilities		66,933		147,050		91,444		--		305,427
Non-Current Liabilities:
Long-term debt, less current portion		472,693		--		21,719		--		494,412
Postretirement health benefits obligation		1,054		19,599		--		--		20,653
Intercompany payable/(receivable) - net		157,779		(169,837	)	12,058		--		--
Other non-current liabilities		4,630		5,987		36,165		--		46,782
Total non-current liabilities		636,156		(144,251	)	69,942		--		561,847
Stockholders' Equity		250,815		598,419		288,169		(886,588	)	250,815
Total liabilities and            stockholders' equity	$	953,904	$	601,218	$	449,555	$	(886,588	) $	1,118,089

The Manitowoc Company, Inc.
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2001
(Unaudited)
(In thousands)

							Non-
				Guarantor			Guarantor
		Parent		Subsidiaries			Subsidiaries			Consolidated
Net cash provided by (used in) operations	$	31,978	$	(2,063	)	$	12,735		$	42,650
Cash Flows from Investing:
Business acquisitions - net of cash acquired		--		(1,853	)		(280,464	)		(282,317	)
Capital expenditures		(721	)	(7,485	)		299			(7,907	)
Proceeds from sale of property,         plant, and equipment		- --		330			- --			330
Purchase of temporary investments - net		(54	)	--			--			(54	)
Intercompany investments		(282,900	)	--			282,900			--
Net cash provided by (used for) investing		(283,675	)	(9,008	)		2,735			(289,948	)
Cash Flows from Financing:
Proceeds from long-term borrowings		345,116		--			--			345,116
Proceeds from senior subordinated notes		156,118		--			--			156,118
Payments on long-term borrowing		(134,343	)	--			(1,286	)		(135,629	)
Proceeds (payments) on short-term borrowings - net		(80,125	)	--			--			(80,125	)
Debt issuance costs		(20,153	)	--			--			(20,153	)
Dividends paid		(1,791	)	--			--			(1,791	)
Options exercised		130		--			--			130
Net cash provided by (used for) financing		264,952		--			(1,286	)		263,666
Effect of exchange rate changes on cash		--		--			(111	)		(111	)
Net increase (decrease) in cash
and cash equivalents		13,255		(11,071	)		14,073			16,257
Balance at beginning of period		3,279		4,740			5,964			13,983
Balance at end of period	$	16,534	$	(7,351	)	$	20,037		$	30,240

8.  Recent Accounting Pronouncements

The company adopted the Statement of Financial Accounting Standards (SFAS) No. 131, "Accounting for Derivative Instruments and Hedging Activities" as of January 1, 2001. This statement requires all derivative instruments to be recorded on the balance sheet as assets or liabilities, at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or comprehensive income, depending on whether a derivative is designated and qualifies as part of a hedge transaction and if so, the type of hedge transaction. The company's derivative instruments are described in Note 6. The cumulative effect of adopting SFAS No. 133 was insignificant.

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets" to establish accounting and reporting standards for business combinations, goodwill and intangible assets. Under SFAS No. 142, effective January 1, 2002, amortization of goodwill recorded on the company's books will cease (goodwill for the first six months of 2001 was $5,467). After January 1, 2002, goodwill will be subject to an annual assessment for impairment, using a fair value based test. An impairment loss would be reported as a reduction to goodwill and a charge to operating expense, except at the transition date. The company is in the process of evaluating the impact of SFAS No. 141 and SFAS No. 142 on its financial statements.


9.  Business Segments

The company determines its segments based upon the internal organization that is used by management to make operating decisions

and assess performance. Based upon this approach, the company has three reportable segments: Foodservice Equipment (Foodservice), Cranes and Related Products (Cranes), and Marine Operations (Marine).

Information about reportable segments and a reconciliation of total segment sales and profits to the consolidated totals for the quarters and first six months ending June 30, 2001 and 2000 are summarized in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations", to this report on Form 10-Q. As of June 30, 2001 and December 31, 2000, the total assets by segment were as follows:

		June 30, 2001		Dec. 31, 2000
Foodservice	$	370,636	$	359,196
Cranes		601,181		171,867
Marine		78,957		75,757
General corporate		67,315		35,710
Total	$	1,118,089	$	642,530

Item 2.  Management's Discussion and Analysis of Financial Condition and
                 Results of Operations

Results of Operations for the Quarter and Six Months Ended June 30, 2001 and 2000
Net sales and earnings from operations by business segment for the quarter and first six months ended June 30, 2001 and 2000 are shown below (in thousands):

		Quarter Ended             June 30,				Six Months Ended            June 30,
		2001		2000		2001		2000
Net Sales:
Foodservice products	$	116,454	$	121,948	$	217,699	$	214,877
Cranes and related products		133,146		102,770		217,404		203,540
Marine		48,634		18,848		92,482		31,002
Total	$	298,234	$	243,566	$	527,585	$	449,419
Earnings (Loss) From Operations:
Foodservice products	$	21,354	$	22,289	$	30,895	$	34,468
Cranes and related products		17,963		20,134		29,326		37,466
Marine		5,854		2,864		10,423		5,241
General corporate expense		(3,017	)	(2,708	)	(6,146	)	(5,951	)
Amortization		(3,151	)	(2,085	)	(5,466	)	(3,987	)
Total		39,003		40,494		59,032		67,237
Other Income (Expense) - Net		(9,269	)	(4,324	)	(13,480	)	(7,206	)
Earnings Before Taxes on Income    and Extraordinary Loss	$	29,734	$	36,170	$	45,552	$	60,031

Net sales increased 22.4 % to $298.2 million for the second quarter of 2001, from $243.6 million for the same period in 2000. Earnings for the quarter were $17.9 million, or $.73 per diluted share, excluding the extraordinary loss, net of income tax benefit of $3.3 million related to the prepayment penalty and the asset write-off incurred as a result of the company's refinancing of its long-term debt, compared with $22.6 million, or $.91 per diluted share in the second quarter of 2000. Including the extraordinary loss of $3.3 million, second-quarter 2001 net earnings were $14.6 million or $.60 per diluted share. EVA totaled $10.3 million for the second quarter, compared with $16.3 million for the same period a year ago.

For the first six months of 2001, net sales increased 17.4% to $527.6 million from $449.4 million for the same period in 2000. Earnings, excluding the extraordinary loss, were $27.8 million, or $1.13 per diluted share, compared with $37.5 million, or

$1.47 per diluted share, for the comparable period in 2000. EVA was $12.5 million for the first six months of 2001, compared with $24.2 million for the same period one year ago. The company continues to have profitable results despite the difficult economic conditions that are affecting several of the business units. The company's performance during the second quarter was bolstered by operational improvements and cost-reduction strategies that were implemented over the past 12 months. Equally important, the company continues to gain market share in many of its key businesses.

While sales for the Foodservice segment declined by 4.5% this quarter when compared to the second quarter of 2000, this segment was able to sustain operating margins at 18.3%. For the first six months of 2001 sales and operating earnings were $217.7 million and $30.9 million, respectively. This compares to sales and operating earnings of $214.9 million and $34.5 million for the first six months of 2000.

Cranes and related products sales for the second quarter were $133.1 million, up from $102.8 million for the second quarter of 2000. Operating earnings were $18.0 million, compared to $20.1 million for the second quarter of 2000. The increase in sales was the result of the Potain SA ("Potain") acquisition completed during the second quarter. Without this acquisition, sales and operating earnings would have decreased by 17.8% and 39.5%, respectively, compared to the same quarter last year. Market conditions and economic uncertainty continued to affect the buying patterns of small contractors and rental companies alike, which is reflected in the lower sales of boom trucks and small-capacity lattice-boom cranes during the quarter. To strengthen its position in the boom-truck market, the company is now consolidating its boom truck operations into a single facility, while also improving this product line to simplify its production, enhance efficiency, and boost margins. Conversely, sales of high-capacity cr anes remain strong. Power generation, petrol-chemical, refinery, and other energy-related applications are driving the utilization for this type of specialized equipment. As a result, crane segment backlog, including Potain, increased to $125 million at the end of the second quarter of 2001, as compared to $66 million at the end of the first quarter. For the first six months of 2001, Cranes' sales were $217.4 million, compared to $203.5 million for the first six months of 2000. Operating earnings were $29.3 million compared to $37.5 million for the same period in 2000.

Marine segment sales and operating earnings for the second quarter were $48.6 million and $5.9 million, respectively, compared with $18.8 million and $2.9 million for the same period in 2000. The company's acquisition of Marinette Marine in the fourth quarter of 2000 accounted for the sales and earnings increase. Excluding Marinette's results, sales and operating earnings declined by 1% and 19%, respectively. The decline in organic margins is due to the higher percentage of project work revenue. Across all of the marine businesses, project revenue was particularly strong this quarter as work on commercial and government contracts progressed faster than anticipated. For the first six months of 2001, sales and operating earnings for this segment were $92.5 million and $10.4 million, respectively, compared with $31.0 million and $5.2 million for 2000.

Interest expense for the six months ended June30, 2001 was $12.9 million, compared to $6.4 million for the same period last year. The increase in interest expense is due to the additional debt incurred to fund the Potain and Marinette acquisitions and higher interest rates on the new credit facility.

The effective tax rate for the first six months of 2001 is approximately 39%, compared with 37.5% for the first six months of 2000. The increase is attributed to the higher foreign tax rates related to the Potain acquisition.

Financial Condition at June 30, 2001

Cash flow from operations was positive in the first six months of 2001, totaling $37.8 million compared with cash from operations of $25.0 million in the first six months of 2000. This increase was the result of changes in working capital amounts. Total funded debt was $532.3 million at June 30, 2001, representing a debt-to-capital ratio of 68% at June 30, 2001, as compared to 48% at December 31, 2000. This increase was primarily due to the additional debt incurred to fund the Potain acquisition.

On May 9, 2001, in connection with the acquisition of Potain, the company entered into a new $475 million secured senior credit facility (the "Senior Credit Facility") consisting of a $175.0 million five-year term loan, a $175.0 million six-year term loan, and a $125.0 million five-year revolving credit facility, under which the company borrowed $43.6 million at the closing of the acquisition.

The Senior Credit Facility requires the company to meet specified financial tests including the maintenance of various debt and net worth ratios, and contains customary events of default, including a change of control, and other customary covenants, including covenants that limit the company's and its subsidiaries' ability to prepay principal, redeem or repurchase the Notes, incur additional debt, merge with other entities or make acquisitions, pay dividends or make distributions, make investments or advances; create or become subject to liens, and make capital expenditures.

Borrowings under the agreement bear interest at a rate equal to the sum of the base rate or a Eurodollar rate plus an applicable margin. The margin is based on the company's consolidated leverage ratio. The company will also pay agency fees and commitment fees on the unused portion of the Credit Facility. At June 30, the company's effective rate for borrowings under this Senior Credit Facility was

Also, on May 9, 2001, the company issued (euro) 175 million (U.S. $156 million) of 10-3/8% Senior Subordinated Notes due 2011. The Notes, which were registered with the Securities and Exchange Commission, are unsecured obligations of the company, ranking subordinate in right of payment to all senior debt of the company and are fully and unconditionally guaranteed by the company's domestic subsidiaries. The Notes include covenants similar to the Senior Credit Facility described above. The Notes also contain certain other covenants including restrictions on the repurchase of capital stock and asset sales, as defined.


Acquisitions

On May 9, 2001, the company, through its subsidiary Manitowoc France SAS, acquired from Legris Industries SA ("Legris") all of the outstanding capital stock of Potain SA ("Potain"), pursuant to a Share Purchase Agreement, dated May 9, 2001, among the company, Manitowoc France SAS and Legris SA (the "Acquisition"). The total purchase price for the Acquisition was FRF 2.3 billion (U.S. $307.1 million, based upon exchange rates as of May 7, 2001), subject to a post-closing adjustment for Potain's net income from January 1, 2001 through the closing date. Potain is a leading designer, manufacturer and supplier of tower cranes for the building and construction industry.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements based on management's current expectations. Reference is made in particular to the description of the company's plans and objectives for future operations, assumptions underlying such plans and objectives and other forward-looking statements in this report. Such forward-looking statements generally are identifiable by words such as "anticipates," "believes," "intends," "estimates," "expects" and similar expressions.

These statements involve a number of risks and uncertainties and must be qualified by factors that could cause results to be materially different from what is presented here. This includes the following factors for each business segment:

Foodservice - demographic information affecting two-income families and general population growth; household income; weather; consolidations within restaurant and foodservice equipment industries; global expansion of customers; the commercial ice-machine replacement cycle in the United States; specialty foodservice market growth; future strength of the beverage industry; and the demand for quick-service restaurants and kiosks.

Cranes - market acceptance of new and innovative products; cyclicality of the construction industry; the effects of government spending on construction-related projects throughout the world; the ability of the company to effectively integrate Potain; growth in the world market for heavy cranes; the replacement cycle of technologically obsolete cranes; and demand for used equipment in developing countries.

Marine - shipping volume fluctuations based on performance of the steel industry; weather and water levels on the Great Lakes; trends in government spending on new vessels; five-year survey schedule; the replacement cycle of older marine vessels; growth of existing marine fleets; consolidation of the Great Lakes marine industry; frequency of casualties on the Great Lakes; and the level of construction and industrial maintenance.

Corporate - changes in laws and regulations; successful identification and integration of acquisitions; competitive pricing; domestic and international economic conditions; changes in the interest rate environment; and success in increasing manufacturing efficiencies.


Recent Accounting Pronouncements

The company adopted the Statement of Financial Accounting Standards (SFAS) No. 131, "Accounting for Derivative Instruments and Hedging Activities" as of January 1, 2001. This statement requires all derivative instruments to be recorded on the balance sheet as assets or liabilities, at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or comprehensive income, depending on whether a derivative is designated and qualifies as part of a hedge transaction and if so, the type of hedge transaction. The company's derivative instruments are described in Note 6. The cumulative effect of adopting SFAS No.

133 was insignificant.

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets" to establish accounting and reporting standards for business combinations, goodwill and intangible assets. Under SFAS No. 142, effective January 1, 2002, amortization of goodwill recorded on the company's books will cease (goodwill for the first six months of 2001 was $5,467). After January 1, 2002, goodwill will be subject to an annual assessment for impairment, using a fair value based test. An impairment loss would be reported as a reduction to goodwill and a charge to operating expense, except at the transition date. The company is in the process of evaluating the impact of SFAS No. 141 and SFAS No. 142 on its financial statements.



Item 3.  Quantitative and Qualitative Disclosure about Market Risk

The company's quantitative and qualitative disclosures about market risk for changes in interest rates and foreign exchange risk are incorporated by reference in Item 7A of the company's Annual Report on Form 10-K for the year ended December 31, 2000. Other than the foreign exchange risk and related financing associated with the Potain SA acquisition, the company's market risk disclosures have not materially changed since that report was filed. Potain SA has significant manufacturing operations and assets in France, Germany, Italy, Portugal and China. With the Potain SA acquisition, the company expects that less than 20% of its 2001 annual consolidated operating income will be impacted by movements in current exchange rates between the U.S. dollar and the Euro and, to a lesser extent, the French Franc, German Mark, Italian Lira, and Singapore Dollar.

Foreign Exchange Risk

The company is exposed to fluctuations in foreign currency cash flows related to third party purchases and sales, intercompany product shipments and intercompany loans. The company is also exposed to fluctuations in the value of foreign currency investments in subsidiaries and cash flows related to repatriation of these investments. Additionally, the company is exposed to volatility in the translation of foreign currency earnings to U.S. Dollars. Primary exposures include the U.S. Dollars versus functional currencies of the company's major markets which include the Euro, French Franc, German Mark, Italian Lira, British Pound, Japanese Yen and Singapore Dollar.

Interest Rate Risk

The company is exposed to interest rate volatility with regard to future issuances of fixed rate debt and existing issuances of variable rate debt. Primary exposure includes movements in the U.S. prime rate and London Interbank Offer Rate ("LIBOR"). The company is considering various alternative strategies to reduce the impact of foreign currency fluctuations on future earnings. At June 30, 2001, the company had outstanding one interest rate swap agreement with a notional principal amount of $12.5 million and a fixed interest rate of 6.29%. The fair market value of these arrangements, which represents the costs to settle these contracts, approximates a loss of $0.2 million at June 30, 2001.

PART II. OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds.

In connection with the funding of the acquisition of Potain, on May 9, 2001, the company entered into a credit agreement with respect to the Senior Credit Facility and an indenture with respect to the Notes. These agreements restrict the company's ability to pay dividends on its common stock and to repurchase shares of common stock. Under these agreements, the company is prohibited from paying cash dividends (1) if the company is in default under these agreements; (2) if the dividends would exceed $8.5 million in any fiscal year, or the greater of $5.0 million and a formula based largely on 50% of the consolidated net income of the company after May 9, 2001; or (3) if the company's fixed charge coverage ratio falls below specified limits.


Item 4.  Submission of Matters to a Vote of Security Holders

At the annual meeting of the company's shareholders on May 1, 2001, management's nominees named below were elected as

directors by the indicated votes cast for each nominee. Of the 17,465,938 shares of Common Stock which were represented at the meeting, at least 98.4% of the shares voting were voted for the election of each of management's nominees.

Two directors were elected to serve until the Annual Meeting of Shareholders to be held in the year 2003:

Name of Nominee	For	Withheld
Daniel W. Duvall	17,300,371	164,989
James L. Packard	17,280,040	185,898

Three directors were elected to serve until the Annual Meeting of Shareholders to be held in the year 2004:

Name of Nominee	For	Withheld
Gilbert F. Rankin, Jr.	17,301,951	163,987
Robert C. Stift	17,192,108	273,830
Virgis W. Colbert	17,300,371	165,567

There were no abstentions or broker non-votes with respect to the election of directors. In addition to the directors elected at the meeting, the company's continuing directors are Dean H. Anderson, James P. McCann, Robert S. Throop, and Terry D. Growcock.

Further information concerning the matters voted upon at the 2001 Annual Meeting of Shareholders is contained in the company's proxy statement dated April 2, 2001 with respect to the 2001 Annual Meeting.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits: See exhibit index following the signatures on this Report, which is incorporated herein by reference.


(b)  Reports on Form 8-K:

During the second quarter ended June 30, 2001 the company filed the following Current Reports on Form 8-K:

Filing	Report	Items	Financial
Date	Date	Reported	Statements
May 11	May 9	Items 2 and 7 reporting the acquisition of Potain SA	Potain financial statements for the years ended December 31, 2000 and 1999 and Manitowoc pro forma financial statement for the year ended December 31, 2001
April 20	April 20	Items 7 and 9 reporting Manitowoc pro forma financial information for the acquisition of Potain	N/A
April 19	April 17	Items 5 and 7 reporting Manitowoc's announcement of first quarter earnings	N/A
April 19	April 16	Items 5 and 7 reporting Manitowoc's announcement to offer its senior subordinated notes due 2011	N/A
April 3	March 26	Items 5 and 7 reporting Manitowoc's announcement of expected first quarter earnings.	N/A

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE MANITOWOC COMPANY, INC.

(Registrant)

/s/  Terry D. Growcock                

Terry D. Growcock

President and Chief Executive Officer

/s/  Glen E. Tellock                   

Glen E. Tellock

Senior VP and Chief Financial Officer

/s/  Maurice D. Jones                 

Maurice D. Jones

General Counsel and Secretary

August 14, 2001

THE MANITOWOC COMPANY, INC.
EXHIBIT INDEX
TO FORM 10-Q
FOR QUARTERLY PERIOD ENDED
June 30, 2000

Exhibit No.	Description	Filed Herewith
2*	Share Purchase Agreement, dated May 9, 2001, among The Manitowoc Company, Inc., Manitowoc France SAS and Legris Industries SA (filed as Exhibit 2 to the Company's Report on Form 8-K dated May 11, 2001).
4.1	Credit Agreement dated May 9, 2001, among The Manitowoc Company, Inc., the lenders party thereto and Bankers Trust Company, as Agent (filed as Exhibit 4.1 to the Company's Report on Form 8-K dated May 11, 2001).
4.2	Indenture, dated May 9, 2001, among The Manitowoc Company, Inc., the Guarantors named therein and The Bank of New York, as Trustee (filed as Exhibit 4.2 to the Company's Report on Form 8-K dated May 11, 2001).
4.3	Registration Rights Agreement, dated May 9, 2001, among The Manitowoc Company, Inc., the Guarantors named therein and Deutsche Bank AG London (filed as Exhibit 4.4 of the Company's Report on Form S-4 dated July 12, 2001)
10	The Manitowoc Company, Inc. 401(k) Retirement Plan as restated effective January 1, 2001	X

*  Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any unfiled exhibits or schedules to such document.

EX-10

                          THE MANITOWOC COMPANY, INC.



                             401(K) RETIREMENT PLAN



                    [FORMERLY THE RSVP PROFIT SHARING PLAN]





                    (AS RESTATED EFFECTIVE JANUARY 1, 2001)

















                          THE MANITOWOC COMPANY, INC.



                             401(k) RETIREMENT PLAN



                    [Formerly the RSVP Profit Sharing Plan]



                               Table of Contents



                                                                         Page

          ARTICLE I. GENERAL                                               1

Section 1.1. Name of Plan.                                                 1

Section 1.2. Purpose.                                                      1

Section 1.3. Plan History.                                                 2

Section 1.4. Effective Date.                                               3

Section 1.5. Participating Company.                                        3

Section 1.6. Construction and Applicable Law.                              6

Section 1.7. Severability.                                                 6

Section 1.8. Account Balances Accrued Before January 1, 2001.              6

Section 1.9. Participation of Manitowoc Acquisition, Inc.

      d/b/a Femco Machine Company.                                         7

Section 1.10. Participation of Manitowoc CP, Inc.                          8

Section 1.11. Participation of Manitowoc Foodservice Group, Inc.           8

Section 1.12. Participation of KMT Refrigeration, Inc.

      (formerly KMT, Inc.) and Diversified Refrigeration, Inc.

      (formerly Kolpak Manufacturing Company).                             8

Section 1.13. Participation of Manitowoc FP, Inc.

     and Manitowoc Crane Group, Inc.                                       9

Section 1.14. Participation of SerVend International, Inc.

      and SerVend Sales Corp.                                              10

Section 1.15. Participation of USTC, Inc.                                  10

Section 1.16. Participation of Manitowoc Beverage Systems, Inc.            10

Section 1.17. Participation of Beverage Equipment Supply Company.          11

Section 1.18. Participation of Multiplex Company, Inc.                     11

Section 1.19. Participation of Hartford Duracool, LLC.                     11

Section 1.20. Participation of Marinette Marine Corporation.               11

          ARTICLE II. DEFINITIONS                                          11

Section 2.1. Affiliated Company.                                           11

Section 2.2. Base Contribution Percentage.                                 12

Section 2.3. Beneficiary.                                                  12

Section 2.4. Board of Directors.                                           12

Section 2.5. Committee.                                                    12

Section 2.6. Company.                                                      12

Section 2.7. Company Matching Account.                                     12

Section 2.8. Disability Retirement.                                        13

Section 2.9. Eligible Compensation.                                        13

Section 2.10. Eligible Employee.                                           13

Section 2.11. ERISA.                                                       14

Section 2.12. Fixed Retirement Contributions.                              14

Section 2.13. 401(k) Account.                                              15

Section 2.14. Hours of Service.                                            15

Section 2.15. Integration Level.                                           18

Section 2.16. Internal Revenue Code.                                       18

Section 2.17. Leave of Absence.                                            19

Section 2.18. Manitowoc Stock; Manitowoc Stock Fund.                       19

Section 2.19. Normal Retirement.                                           19

Section 2.20. Normal Retirement Age.                                       19







Section 2.21. Participant.                                                 19

Section 2.22. Participating Company.                                       19

Section 2.23. Plan Year.                                                   20

Section 2.24. Qualified Domestic Relations Order.                          20

Section 2.25. Qualified Joint and Survivor Annuity.                        20

Section 2.26. Qualified Preretirement Survivor Annuity.                    20

Section 2.27. Retirement Account.                                          21

Section 2.28. Rollover Contribution Account.                               21

Section 2.29. Safe Harbor Match Account.                                   21

Section 2.30. Termination of Employment.                                   21

Section 2.31. Trustee, Trust Agreement, Trust Fund.                        22

Section 2.32. Valuation Date.                                              22

Section 2.33. Variable Retirement Contributions.                           22

Section 2.34. Vested Balance; Nonvested Balance.                           22

Section 2.35. Vesting Service.                                             22

          ARTICLE III. PLAN PARTICIPATION                                  24

Section 3.1. Commencement of Participation.                                24

Section 3.2. Transfers to/from Eligible Employee Status.                   24

Section 3.3. Rehire After Termination of Employment.                       25

Section 3.4. Election to Become a Contributing Participant.                26

Section 3.5. No Guaranty of Employment.                                    26

Section 3.6. Participation Prior to January 1, 2001.                       26

Section 3.7. Leased Employees.                                             26

          ARTICLE IV. EMPLOYEE AFTER TAX AND ROLLOVER CONTRIBUTIONS        27

Section 4.1. Employee Contributions.                                       27

Section 4.2. Rollover Contributions.                                       27

          ARTICLE V. 401(k) PROGRAM, COMPANY CONTRIBUTIONS

                AND FORFEITURES                                            27







Section 5.1. Elective Deferrals.                                           27

Section 5.2. Contribution Election Procedures.                             29

Section 5.3. Company Safe Harbor Match Contributions.                      29

Section 5.4. Participating Company Variable Retirement Contributions.      32

Section 5.5. Participating Company Fixed Retirement Contributions.         32

Section 5.6. Timing of Contributions.                                      32

Section 5.7. Employees Entitled to Share.                                  33

Section 5.8. Allocation Formula for Variable Retirement Contributions.     33

Section 5.9. Allocation of Forfeitures.                                    34

Section 5.10. Maximum Additions.                                           35

Section 5.11. Contributions for Omitted Participants.                      35

Section 5.12. Securities Law Compliance.                                   35

Section 5.13. Special Rules Applicable to Returning Veterans.              36

Section 5.14. Minimum Employer Contribution.                               38

          ARTICLE VI. INVESTMENT ELECTIONS AND VALUATION OF ACCOUNTS       40

Section 6.1. Investment Elections.                                         40

Section 6.2. Account Adjustments to Reflect Net Worth of the Trust Fund.   41

Section 6.3. Net Worth.                                                    42

Section 6.4. Certain Segregated Accounts.                                  43

Section 6.5. Responsibility to Maintain Account Balances.                  43

Section 6.6. Voting and Tender Rights as to Manitowoc Stock.               43

          ARTICLE VII. DISTRIBUTION OF BENEFITS AND VESTING                45

Section 7.1. Retirement, Disability and Death Benefits.                    45

Section 7.2. Vested Benefits.                                              45

Section 7.3. Forfeitures.                                                  47

Section 7.4. When Distribution of Accounts Shall Commence.                 48

Section 7.5. How Accounts are to be Distributed.                           50

Section 7.6. Distribution Rules.                                           53







Section 7.7. Distributions of Manitowoc Stock.                             53

Section 7.8. Election to Waive Survivor Benefits.                          54

Section 7.9. Nonalienation of Benefits.                                    55

Section 7.10. Procedures on Receipt of a Domestic Relations Order.         56

Section 7.11. Payment of Taxes.                                            57

Section 7.12. Incompetent Payee.                                           58

Section 7.13. Notice, Place and Manner of Payment.                         58

Section 7.14. Source of Benefits.                                          58

Section 7.15. Hardship Withdrawals.                                        58

Section 7.16. Voluntary Withdrawals.                                       62

Section 7.17. Loans to Participants.                                       62

Section 7.18. Direct Transfer of Eligible Rollover Distributions.          66

          ARTICLE VIII. PLAN ADMINISTRATION                                67

Section 8.1. The Administrative Committee.                                 67

Section 8.2. Agent for Legal Process.                                      70

Section 8.3. Beneficiary Designations.                                     70

Section 8.4. Claims Procedure.                                             71

Section 8.5. Records.                                                      73

Section 8.6. Correction of Errors.                                         74

Section 8.7. Evidence.                                                     74

Section 8.8. Bonding.                                                      74

Section 8.9. Waiver of Notice.                                             74

          ARTICLE IX. TRUST FUND                                           74

Section 9.1. Composition.                                                  74

Section 9.2. The Trust Agreement.                                          75

Section 9.3. Compensation, Reimbursement.                                  75

Section 9.4. No Diversion.                                                 75

          ARTICLE X. SPECIAL RULES FOR TOP-HEAVY PLANS                     76







Section 10.1. Top-Heavy Restrictions.                                      76

Section 10.2. Minimum Top-Heavy Benefits.                                  79

Section 10.3. Top-Heavy Vesting Requirements.                              79

          ARTICLE XI. ADOPTION, AMENDMENT, TERMINATION AND MERGER          80

Section 11.1. Adoption of Plan by Additional Company.                      80

Section 11.2. Amendment.                                                   81

Section 11.3. Reorganizations of Participating Companies.                  82

Section 11.4. Termination.                                                 83

Section 11.5. Discontinuance of Contributions.                             83

Section 11.6. Rights Upon Termination, Partial Termination

      and Discontinuance of Contributions.                                 83

Section 11.7. Deferral of Distributions.                                   84

Section 11.8. Merger, Consolidation or Transfer of Plan Assets.            84

          ARTICLE XII. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES      84

Section 12.1. Fiduciaries.                                                 84

Section 12.2. Allocation of Fiduciary Responsibilities.                    85

Section 12.3. General Limitation on Liability.                             85

Section 12.4. Multiple Fiduciary Capacities.                               85

Section 12.5. Responsibility of Insurance Companies.                       86






















                             ARTICLE I.    GENERAL
                             ----------------------

          Section 1.1.  Name of Plan.
          ---------------------------

          The name of the Plan is The Manitowoc Company,Inc.401(k) Retirement
Plan.  It is sometimes referred to herein as the "Plan."Prior to January 1,
2001, the "Plan" was called The Manitowoc Company, Inc.RSVP Profit Sharing
Plan.  Prior to July 3, 1988, the "Plan" shall also mean,as in effect from time
to time for its covered employees, The Manitowoc Company, Inc.Salaried
Employees' Deferred Profit-Sharing Plan,The Manitowoc Company,Inc. Hourly Paid
Employees' Deferred Profit-Sharing Plan,The Manitowoc Equipment Works Salaried
Employees' Deferred Profit-Sharing Plan,The Manitowoc Engineering Co. Salaried
Employees' Deferred Profit-Sharing Plan,The Bay Shipbuilding Corp. Salaried
Employees' Deferred Profit-Sharing Plan,The Manitowoc Shipbuilding Co. Salaried
Employees' Deferred Profit-Sharing Plan,The Manitex, Inc. Salaried Employees'
Deferred Profit-Sharing Plan, The Manitex,Inc. Hourly-Paid Employees' Deferred
Profit-Sharing Plan, The North Central Crane & Excavator Sales Corp. Non-Union
Employees' Deferred Profit-Sharing Plan,The Manitowoc-Forsythe Corp. Non-Union
Employees' Deferred Profit-Sharing Plan,and The Manitowoc Crane Sales
Organizations Non-Union Deferred Profit-Sharing Plan.

          Section 1.2.  Purpose.
          ----------------------

          The Plan is intended to provide eligible employees with a
comprehensive retirement program made up of the following components:

       *  Employee pretax 401(k) contributions.

       *  Company matching of 401(k) contributions according to the matching

            formula.

       *  Company fixed retirement contribution of 3% of pay.

       *  Company variable retirement contribution determined on the basis of

            the Company-wide EVA results.

The Company matching and fixed contributions are a money purchase pension plan
under the Internal Revenue Code.  Employee pretax 401(k) contributions and the
Company variable retirement contributions are a profit sharing plan for Code
purposes.  This classification of certain accounts under the Code has no effect
on how the Plan is administered from the Participant's point of view.

         Section 1.3.  Plan History.
         ---------------------------

          The Manitowoc Company, Inc. Salaried Employees' Deferred Profit-
Sharing Plan was adopted on May 2, 1960.  It was amended and restated effective
as of July 1, 1984.

          The Manitowoc Company, Inc. Hourly-Paid Employees' Deferred Profit-
Sharing Plan was adopted, under a different name, on November 3, 1969, and on
March 19, 1973, the name of the plan was changed to The Manitowoc Company, Inc.
Hourly-Paid Employees' Deferred Profit-Sharing Plan.  It was amended and
restated effective July 1, 1984.

          The Manitowoc Engineering Co. Salaried Employees' Deferred Profit-
Sharing Plan was adopted on June 29, 1956.  It was amended and restated
effective as of July 1, 1984.

          The Manitowoc Equipment Works Salaried Employees' Deferred Profit-
Sharing Plan was adopted on May 2, 1960. It was amended and restated effective
as of July 1, 1984.

          The Bay Shipbuilding Corp.Salaried Employees'Deferred Profit-Sharing
Plan was adopted on June 26, 1969. It was amended and restated effective as of
July l, 1984.

          The Manitowoc Shipbuilding Co. Salaried Employees' Deferred Profit-
Sharing Plan was adopted on June 24, 1959.It was mended and restated effective
as of July 1, 1984.

          The Manitex, Inc. Salaried Employees'Deferred Profit-Sharing Plan was
adopted on June 27, 1986, effective as of June 30, 1985.

          The Manitex, Inc. Hourly-Paid Employees' Deferred Profit-Sharing Plan
was adopted on June 27, 1986, effective as of June 30, 1985.







          The North Central Crane & Excavator Sales Corp. Non-Union Employees'
Deferred Profit-Sharing Plan was adopted on June 6, 1983.  It was amended and
restated effective as of July 1, 1984.

          The Manitowoc-Forsythe Corp. Non-Union Employees' Deferred Profit-
Sharing Plan was adopted on June 20,1980. It was amended and restated effective
as of July 1, 1984.

          The Manitowoc Crane Sales Organizations Non-Union Deferred Profit-
Sharing Plan was adopted June 29, 1986.

          Effective July 3, 1988, the Plan was substituted for each of the
foregoing separate plans,as an amendment and restatement hereof to comply with
the provisions of the Tax Reform Act of 1986 and other recent legislation,
regulations, interpretations and decisions affecting the Plan, to enhance
retirement benefits and to add an Internal Revenue Code Section 401(k) feature.
Effective July 3, 1994, the Plan was further amended to adopt a calendar year
Plan Year.  Further amendments conforming the Plan to final regulations and
incorporating additional changes were incorporated in the Plan, as amended
through January 1, 1999. Certain proposed changes were adopted in February 2000
but rescinded by further Board action adopted in July 2000.  The Plan as in
effect on December 31, 1999, prior to the February 2000 amendments, therefore
remained in effect for 2000.  This document, reflecting the July 2000 final
Board action, is effective, as amended and restated, effective January 1, 2001.

          Section 1.4.  Effective Date.
          -----------------------------

          The effective date of this Plan, as amended and restated, is January

1, 2001.

          Section 1.5.  Participating Company.
          ------------------------------------

          The following Affiliated Companies, in addition to the Company, are
Participating Companies in this Plan as of the dates indicated:



                                                       DATE PARTICIPATION

PARTICIPATING COMPANY                                      COMMENCED

- ------------------------------------------              -------------------

Manitowoc Marine Group, Inc.

    (Formerly, Manitowoc Nevada, Inc.)                   April 1, 1992

Manitowoc Equipment Company, Inc.                         July 4, 1993

Manitowoc MEC, Inc.                                       July 4, 1993

Femco Machine Company, Inc.

  Formerly Manitowoc Acquisition, Inc.

[The participation in the Plan by Femco Machine

 Company, Inc. is governed in its entirety by

  Section 1.9 of the Plan.]                             January 1, 1994

West Manitowoc, Inc.                                      July 3, 1994

Bay Shipbuilding Corporation                            January 1, 1997

Manitowoc Crane Group, Inc.                             January 1, 1997

Manitowoc CP, Inc.

[The participation in the Plan by Manitowoc CP, Inc.

 is governed in its entirety by Section 1.10

 of the Plan.]                                          January 1, 1997

Manitowoc Cranes, Inc.                                  January 1, 1997

Manitowoc Foodservice Group, Inc.

[The participation in the Plan by Manitowoc

Foodservice Group, Inc. is governed in its

entirety by Section 1.11 of the Plan]                   January 1, 1997

KMT Refrigeration, Inc.

[The participation in the Plan by KMT

Refrigeration, Inc. is governed in its entirety

by Section 1.12 of the Plan]                            January 1, 1997

Diversified Refrigeration, Inc.

(f/k/a Kolpak Manufacturing Company)

[The participation in the Plan by Kolpak





 Manufacturing Company is governed in its entirety

 by Section 1.12 of the Plan.]                          January 1, 1997

Manitowoc FP, Inc.

[The participation in the Plan by Manitowoc FP,

 Inc. is governed in its entirety by Section 1.13

 of the Plan]                                           January 1, 1997

Manitowoc Ice, Inc.                                     January 1, 1997

KMT Sales Corp.

[The participation in the Plan by KMT Sales Corp.

 is governed in its entirety by Section 1.12

of the Plan]                                              July 1, 1998

SerVend International, Inc.

  [The participation in the Plan by SerVend

 International, Inc. is governed in its entirety

 by Section 1.14 of the Plan]                             July 1, 1998

SerVend Sales Corp.

      [The participation in the Plan by SerVend

 Sales Corp. is governed in its entirety by Section

 1.14 of the Plan]                                        July 1, 1998

Manitowoc Boom Trucks, Inc. (f/k/a Manitex, Inc.)         July 3, 1998

Manitowoc Re-Manufacturing, Inc.                          July 3, 1998

Manitowoc Marine Group, LLC                             January 1, 1999

USTC, Inc.                                              January 1, 1999

Manitowoc Beverage Systems, Inc.                        January 8, 1999

Beverage Equipment Supply Company                      February 10, 2000

Multiplex Company, Inc.                                  April 1, 2000

Hartford Duracool, LLC                                   April 1, 2000

Marinette Marine Corporation                            January 1, 2001









          Section 1.6.  Construction and Applicable Law.
          ----------------------------------------------

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

          Section 1.7.  Severability.
          ---------------------------

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

          Section 1.8.  Account Balances Accrued Before January 1, 2001.
          -------------------------------------------------------------

           Notwithstanding any provisions of the Plan to the contrary, the
account balances, if any, of a Plan Participant accrued prior to January 1,
2001, shall be determined as of December 31, 2000, in accordance with the
provisions of the Plan prior to its restatement hereunder. No provisions of the
Plan hereunder shall be construed to cause an adjustment to be made in the
amount of any such account balance so determined as of December 31, 2000.

          Section 1.9.  Participation of Manitowoc Acquisition,Inc. d/b/a Femco
                           Machine Company.
          ---------------------------------------------------------------------

          (a)  Effective January 1, 1994, Manitowoc Acquisition, Inc. d/b/a
Femco Machine Company (referred to herein as "Femco"), is a Participating
Company under the Plan. For Eligible Employees transferring employment directly
from Femco Machine Company to Manitowoc Acquisition, Inc. d/b/a Femco Machine
Company, Vesting Service shall include such employees' years of service
recognized for vesting purposes under the Femco Machine Company and Femco
Southeast, Inc. Pension Trust as in effect as of December 31, 1993.

          (b)  The effective date of the provisions of Section 5.1,for Eligible
Employees employed by Femco, regarding elective deferrals is July 1, 1994.

          (c)  The effective date of the provisions of Section 5.4 concerning
Variable Retirement Contributions and Section 5.8 concerning the allocation of
Variable Retirement Contributions on behalf of Femco Participants,is January 1,
1995.

Prior to that date, Femco shall determine the amount of its variable
contribution, in its discretion, as of the close of each Plan Year and such
variable contribution shall be allocated to the accounts of those employees
entitled to share therein in the proportion that the Eligible Compensation of
each employee employed at the Femco location bears to the aggregate of the
Eligible Compensation of all such employees for the Plan Year.

          (d)  The effective date of Section 5.5 pertaining to Company Fixed
Retirement Contributions for Eligible Employees employed by Femco shall be
January 1, 1995.

          (e)  Section 5.9 pertaining to the allocation of forfeitures shall
apply separately to Eligible Employees employed by Femco until such date as
shall be determined by the Plan Administrator.





          Section 1.10.  Participation of Manitowoc CP, Inc.
          --------------------------------------------------

            Effective January 1, 1997, Manitowoc CP, Inc. is a Participating
Company under the Plan subject to the condition that ections 5.4 and5.5 of the
Plan, pertaining to Company variable contributions and Company fixed
contributions, shall not be effective with respect to employees ofManitowoc CP,
Inc.  Effective January 1, 2000, Section 5.4 of the Plan, pertaining to Company
variable contributions,shall be effective with respect to Eligible Employees of
Manitowoc CP, Inc.  The Company's variable plan contribution formula applicable
to this Participating Company shall be the Consolidated Company EVA formula as
set forth in Exhibit A.  Effective January 1, 2000, Section 5.5 of the Plan,
regarding Company Fixed Contributions, also shall apply to this Participating
Company.

          SECTION 1.11.  Participation of Manitowoc Foodservice Group, Inc.
          -------------------------------------------------------------------

            Effective January 1, 1997, Manitowoc Foodservice Group, Inc. is a
Participating Company under the Plan subject to the condition that Sections 5.4
and 5.5 of the Plan, pertaining to Company variable contributions and Company
fixed contributions, shall not be effective with respect to employees of
Manitowoc Foodservice Group, Inc.  Effective January 1, 2000,Section 5.4 of the
Plan, pertaining to Company variable contributions, shall be effective with
respect to Eligible Employees of Manitowoc Foodservice Group, Inc.  The
Company's variable plan contribution formula applicable to this Participating
Company shall be the Consolidated Company EVA formula as set forth inExhibit A.
Effective January 1, 2000, Section 5.5 of the Plan, regarding Company Fixed
Contributions, also shall apply to this Participating Company.

          SECTION 1.12.  Participation of KMT Refrigeration, Inc.
                       (formerly KMT,Inc.) and Diversified  Refrigeration, Inc.
                       (formerly Kolpak Manufacturing Company).
          ---------------------------------------------------------------------


          (a)  Effective January 1, 1997, KMT, Inc. and Kolpak Manufacturing
Company are Participating Companies under the Plan subject to the following
conditions.

(i)  Sections 5.4 and 5.5 of the Plan, pertaining to Company variable
     contributions and Company fixed contributions, shall not be effective with
     respect to employees of KMT, Inc. and Kolpak Manufacturing Company.

(ii) Sections 5.1, 5.2 and 5.3 of the Plan shall be effective for employees of
     KMT, Inc. and Kolpak Manufacturing Company, provided that (i) the maximum
     contribution percentage under Section 5.1(a) shall be fifteen (15) percent
    and (ii) the applicable percentage for incentive matching purposes shall be
     fifty percent (50%) prior to January 1, 1998, and one hundred percent
     (100%) thereafter, under Plan Section 5.3(b), pertaining to Incentive
     Matching Contributions, rather than the percentages stated in those
     Sections.

(iii)     The Kolpak River Falls Division Retirement Savings Plan is a
     predecessor plan for purposes of determining years of Vesting Service.


          (b) Effective January 1, 2001, Section 5.4 of the Plan, pertaining to
Company variable contributions, shall be effective with respect to Eligible
Employees of KMT Refrigeration, Inc. (formerly KMT, Inc.) and Diversified
Refrigeration, Inc. (formerly Kolpak Manufacturing Company).  The Company's
variable plan contribution formula applicable to these Participating Companies
shall be the Consolidated Company EVA formula as set forth in Exhibit A.
Effective January 1, 2001, Section 5.5 of the Plan, regarding Company Fixed
Contributions, also shall apply to these Participating Companies.

          SECTION 1.13. Participation of Manitowoc FP, Inc. and Manitowoc Crane
                           Group, Inc.
          -------------------------------------------------------------------

            Effective January 1, 1997, Manitowoc FP, Inc. and Manitowoc Crane
Group, Inc. are each a Participating Company under the Plan subject to the
condition that Sections 5.4 and 5.5 of the Plan, pertaining to Company variable
contributions and Company fixed contributions, shall not be effective with
respect to employees of Manitowoc FP, Inc. or Manitowoc Crane Group, Inc.
Effective January 1, 2000, Section 5.4 of the Plan, pertaining to Company
variable contributions,shall be effective with respect to Eligible Employees of
Manitowoc FP, Inc. and Manitowoc Crane Group, Inc.  The Company's variable plan
contribution formula applicable to these Participating Companies shall be the
Consolidated Company EVA formula as set forth in Exhibit A.  Effective January
1, 2000, Section 5.5 of the Plan, regarding Company Fixed Contributions, also
shall apply to these Participating Companies.

          Section 1.14.  Participation of SerVend International, Inc. and
                           SerVend Sales Corp.
          -------------------------------------------------------------------

            Effective July 1, 1998, SerVend International, Inc. and SerVend
Sales Corp. are Participating Companies under the Plan subject to the variable
profit sharing plan contribution formula applicable to this Participating
Company set forth in Appendix A.

          Section 1.15.  Participation of USTC, Inc.
          -------------------------------------------

            Effective January 1, 1999, USTC, Inc. is a Participating Company
under the Plan subject to the condition that Sections 5.4 and 5.5 of the Plan,
pertaining to Company variable contributions and Company fixed contributions,
shall not be effective with respect to employees of USTC, Inc.  Effective
January 1, 2000, Section 5.4 of the Plan, pertaining to Company variable
contributions, shall be effective with respect to Eligible Employees of USTC,
Inc.  The Company's variable plan contribution formula applicable to this Part-
icipating Company shall be the Consolidated Company EVA formula as set forth
in Exhibit A.  Effective January 1, 2000, Section 5.5 of the Plan, regarding
Company Fixed Contributions, also shall apply to this Participating Company.

          Section 1.16.  Participation of Manitowoc Beverage Systems, Inc.
          -----------------------------------------------------------------







           Effective January 8, 1999, Manitowoc Beverage Systems, Inc. is a
Participating Company under the Plan subject to the condition that Section 5.5
of the Plan, pertaining to Company fixed contributions, shall not be effective
with respect to employees of Manitowoc Beverage Systems,Inc prior to January 1,
2000.  The Company's variable plan contribution formula applicable to this
Participating Company shall be as set forth in Exhibit A but shall not, for
1999, be applicable to the Kyees Division of Manitowoc Beverage Systems, Inc.
The Kyees Division only participates in the pretax savings program under the
Plan for 1999.

          Section 1.17.  Participation of Beverage Equipment Supply Company.
          -------------------------------------------------------------------

           Effective February 10, 2000, Beverage Equipment Supply Company is a
Participating Company under the Plan.  Vesting Service for employment with
Beverage Equipment Supply Company shall be determined under Section 2.35(f).

          Section 1.18.  Participation of Multiplex Company, Inc.
          -------------------------------------------------------

           Effective April 1, 2000, Multiplex Company, Inc. is a Participating
Company under the Plan.  Vesting Service for employment with Multiplex Company,
Inc. shall be determined under Section 2.35(f).

          Section 1.19.  Participation of Hartford Duracool, LLC.
          -------------------------------------------------------

           Effective April 1, 2000, Hartford Duracool, LLC is a Participating
Company under the Plan.  Vesting Service for employment with Hartford Duracool,
LLC shall be determined under Section 2.35(f).

          Section 1.20.  Participation of Marinette Marine Corporation.
          -------------------------------------------------------------

           Effective January 1, 2001, Marinette Marine Corporation is a
Participating Company in the Plan.  Vesting Service for employment with
Marinette Marine Corporation shall be determined under Section 2.35(f).



                                ARTICLE II.
                                -----------

                          ARTICLE III.    DEFINITIONS
                          ---------------------------

          Section 3.1.  Affiliated Company.
          ---------------------------------


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

          Section 3.2.  Base Contribution Percentage.
          -------------------------------------------

          For each Plan Year, "Base Contribution Percentage" means the
proportion that the Variable Retirement Contributions allocated to each
Participant pursuant to Sections 5.8(a) and 5.8(c) bears to each such
Participant's Eligible Compensation not in excess of the Integration Level.

          Section 3.3.  Beneficiary.
          -------------------------

         "Beneficiary" means such person or entity designated by a Participant,
or by the Plan in the absence of designation by a Participant, as the
beneficiary of the Participant's account balances in the Plan as described in
Section 8.3.

          Section 3.4.  Board of Directors.
          ---------------------------------

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

          Section 3.5.  Committee.
          ------------------------

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

          Section 3.6.  Company.
          ----------------------

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

          Section 3.7.  Company Matching Account.
          ----------------------------------------

          "Company Matching Account" means the matching contributions made on a
Participant's behalf by a Participating Company to the Trust Fund pursuant to
Section 5.3 before January 1, 2000, and the net investment earnings of such
account.  The Plan vesting schedule applies to a Participant's Company Matching
Account.

          Section 3.8.  Disability Retirement.
          ------------------------------------

           "Disability Retirement" means a Termination of Employment of a
Participant by reason of permanent disability occurring before the Participant
is eligible for Normal Retirement.  For all purposes of this Plan,a Participant
shall be deemed "permanently disabled" if the Participant has been found
entitled to Social Security disability benefits.

          Section 3.9.  Eligible Compensation.
          ------------------------------------

          "Eligible Compensation" shall include wages, salary, overtime pay,
commissions, cash bonuses or incentive pay, and amounts subject to salary
reduction elections under Code Sections 401(k) or 457 or any salary reduction
election made pursuant to a cafeteria plan described in Code Section 125.
Eligible Compensation shall not include reimbursements for expenses or payments
or contributions to or for the benefit of an employee under this or any other
tax-qualified or other deferred compensation, pension, insurance, or other
employee benefit plan, except as provided in the preceding sentence.  For Plan
Years beginning after December 31, 1988, Eligible Compensation shall not exceed
two hundred thousand dollars ($200,000) per year, subject to adjustment in
accordance with Code Section 415(d).  For Plan Years beginning after
December 31, 1993, Eligible Compensation shall not exceed one hundred fifty-
thousand dollars ($150,000) per year, subject to adjustment in accordance with
Code Section 415(d).  Eligible Compensation does not include compensation
received while an employee is not a Participant.

          Section 3.10.  Eligible Employee.
          ----------------------------------

         An "Eligible Employee" is a salaried or non-union hourly employee of a
Participating Company, and:

          (a)  Eligibility for Plan participation of employees in a collective
bargaining unit or other labor organization representing agroup of employees of
the Participating Company shall be subject to negotiations with the
representative of that unit.  During any period that an employee is covered by
the provisions of a collective bargaining agreement between the Participating
Company and such representative, the employee shall not be considered an
Eligible Employee for purposes of this Plan unless such agreement provides for
coverage hereunder.  For purposes of this Plan only, such an agreement shall be
deemed to continue after its formal expiration during collective bargaining
negotiations pending the execution of a new agreement.

          (b)  An employee shall be deemed to be an Eligible Employee during a
period of absence from service which does not result from a Termination of
Employment,provided the employee is an Eligible Employee at the commencement of
such period of absence.

          (c)  Eligible Employee does not include any temporary employee,
student employee, or intern.  Each Participating Company shall determine,in its
sole discretion, whether any individual is an Eligible Employee under the Plan.
An individual shall be considered an employee for purposes of the Plan on any
day only if that individual is currently classified by a Participating Company
as an employee on that day, regardless of whether that individual (A) was so
classified on any other day, or (B) in the future is retroactively reclassified
as an employee effective on the applicable day.

          Section 3.11.  ERISA.
          ---------------------

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

          Section 3.12.  Fixed Retirement Contributions.
          -----------------------------------------------

           "Fixed Retirement Contribution" means each Participating Company's
contribution of three percent (3%) of compensation each year on behalf of
eligible Participants for the year, as described in Section 5.5.

          Section 3.13.  401(k) Account.
          ------------------------------

           "401(k) Account" means the account maintained for each Participant
making voluntary pretax contributions to the Plan.  It includes a Participant's
pretax contributions and their net earnings.  Pretax contributions are amounts
that a Participant has elected to have contributed by the Participating Company
employing the Participant, on the Participant's behalf to the Participant's
account, in lieu of receiving such amount as current compensation.  A
Participant is always fully vested in the Participant's 401(k) Account.

          Section 3.14.  Hours of Service.
          --------------------------------

          "Hours of Service" shall be aggregated for service with Participating
Companies and any Affiliated Company,and shall be determined in accordance with
the following paragraphs:

          (a)  An Hour of Service means each hour for which an employee is
directly paid or indirectly paid (for example, from a trust fund or insurer) by
the Participating Company or an Affiliated Company, or entitled to payment by
such Company, including any such hours accrued after an employee's Termination
of Employment. Notwithstanding the preceding sentence:

(i)                     No more than five hundred one (501) Hours of Service
    shall be credited for any single continuous period during which an employee
     performs no duties;

(ii)                    No Hours of Service shall be credited for payments made
     or due to an employee under a plan maintained solely for the purpose of
     complying with applicable workmen's compensation, or unemployment
     compensation or disability insurance laws; and


(iii)                   Hours of Service shall not be credited for payments
     which solely reimburse an employee for medical or medically related
     expenses incurred by the employee.

Hours of Service credited for the performance of duties shall be credited tothe
computation period in which such duties are performed.  Hours of Service not
credited for the performance of duties shall be credited to the computation
period or periods in which the period during which no duties are performed
occurs, beginning with the first unit of time (such as a day or week) to which
the payment relates.  However, if the period during which no duties are
performed extends beyond one computation period and the Payment is not
calculated on the basis of time, such Hours of Service shall be allocated
between the first two computation periods on a reasonable basis consistently
applied.

          (b)  An Hour of Service shall also mean each hour for which back pay,
irrespective of mitigation of damages, is either awarded or agreed to by the
Participating Company or Affiliated Company, provided that Hours of Service
credited under the preceding paragraph shall not be credited under this
paragraph. Hours credited under this paragraph shall be credited for the period
to which the award or agreement pertains.

          (c)  An Hour of Service shall also mean each hour during which an
employee is on a Leave of Absence. Hours credited under this paragraph shall be
credited for the period during which the employee was on a Leave of Absence.

          (d) Hours of Service credited for any period during which an employee
performs duties shall, for hourly employees, be determined from the
Participating Company's records of hours worked, and, for salaried employees,
shall be determined on the basis of equivalency periods of employment in which
one week shall be the equivalent of forty-five (45) Hours of Service. If one
Hour of Service must be credited under the preceding paragraphs (a) through (c)
during an equivalency period, Hours of Service shall be credited for the entire
equivalency period. If an equivalency period spans two (2) computation periods,
the equivalent Hours of Service shall be allocated pro rata between such
computation periods.

          (e)  Hours of Service credited to an employee for any period during
which the employee does not perform duties shall be determined as follows:

(i)                     For payments which are calculated on the basis of units
     of time or for periods during which an employee is on a Leave of Absence,
     Hours of Service shall be credited based upon the equivalency period set
     forth in the preceding paragraph.

(ii)                    For payments which are not calculated on the basis of
     units of time, Hours of Service shall be calculated by dividing the amount
     of the payment by the employee's most recent hourly rate of compensation
     before the period during which no duties were performed.  For an employee
    paid on the basis of a fixed rate for a specified period of time other than
     an hour, the employee's hourly rate shall be deemed the employee's most
     recent rate of compensation for a specified period of time divided by the
     number of hours regularly scheduled for the performance of duties during
     that period, or, for an employee without a regular working schedule, a
     number of hours based on a forty (40) hour workweek or eight (8) hour
     workday.  However, the number of Hours of Service credited under this
     paragraph for any period shall not exceed the number of hours regularly
     scheduled for the performance of duties by the employee during that period.

          (f)  Effective for Plan Years beginning after December 31, 1984, in
the case of an employee absent by reason of maternity or paternity leave(within
the meaning of Section 410(a)(5)(E) of the Internal Revenue Code), Hours of
Service shall be credited solely for purposes of determining whether a Break in
Service has occurred unless credit for such Hours of Service is authorized by
other paragraphs of this Section.  No more than 501 Hours of Service shall be
credited under this paragraph for any single continuous period of absence
described herein.  The Hours of Service credited pursuant to this paragraph
shall be credited in the computation period in which the absence from work
commences if necessary to prevent a break in service, or in all other cases, in
the computation period immediately following.

          (g)  Notwithstanding the preceding paragraphs, in the case of an
employee whose compensation is not determined on the basis of a fixed rate for
specified periods of time, Hours of Service for any computation period shall be
determined as four-thirds (4/3) of the quotient of the employee's earnings for
such period divided by the lowest minimum wage established from time to time
under Section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended. In
addition to the Hours of Service so arrived at, appropriate Hours of Service
shall also be credited as called for by paragraph (c) above.
Different methods may be used to determine Hours of Service for separate
classifications of employees provided such classifications are reasonable and
are consistently applied. Hours of Service may be rounded up at the end of any
computation period or more frequently.  A Participating Company may use any
records to determine Hours of Service which it considers an accurate reflection
of the facts.

          Section 3.15.  Integration Level.
          ---------------------------------

          "Integration Level" means such part of an employee's Eligible
Compensation not in excess of the Social Security taxable wagebase in effect on
the first day of the Plan Year.  If an employee is not a Participant throughout
an entire Plan Year, the Social Security taxable wage base for the Participant
for that Plan Year shall be reduced by multiplying the Social Security taxable
wage base by a fraction, the numerator of which is the number of full months
during the Plan Year that the employee was a Participant and the denominator of
which is twelve (12) or if less, the number of months in the Plan Year.

          Section 3.16.  Internal Revenue Code.
          -------------------------------------

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

          Section 3.17.  Leave of Absence.
          --------------------------------

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

          Section 3.18.  Manitowoc Stock; Manitowoc Stock Fund.
          ------------------------------------------------------

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

          Section 3.19.  Normal Retirement.
          ---------------------------------

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

          Section 3.20.  Normal Retirement Age.
          --------------------------------------

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

          Section 3.21.  Participant.
          ----------------------------

          A "Participant" is a person who has been or who is an employee
admitted to participation in the Plan pursuant to Article III,and who continues
to be entitled to benefits under the Plan.

          Section 3.22.  Participating Company.
          -------------------------------------

          A "Participating Company" is the Company, any Affiliated Company
currently participating in the Plan, and any other Affiliated Company which
subsequently elects to participate in the Plan pursuant to its rules.

          Section 3.23.  Plan Year.
          -------------------------

         The "Plan Year" is the twelve (12) consecutive month period commencing
on the first date of the fiscal year of the Company and is the year on which
records of the Plan are kept.  The period of July 3, 1994, through December 31,
1994, is a short Plan Year.  Effective January 1, 1995, the Plan Year is the
calendar year.  For the short Plan Year ending December 31, 1994, where
applicable herein, the Hours of Service requirement applicable to the Plan Year
shall be five hundred (500), rather than the one thousand (1,000) Hours of
Service requirement applicable to twelve (12) month Plan Years.

          Section 3.24.  Qualified Domestic Relations Order.
          ---------------------------------------------------

          A "Qualified Domestic Relations Order" means a domestic relations
order which creates or recognizes the existence of an alternate payee's right
to, or assigns to an alternate payee the right to, receive all or a portion of
the benefits payable with respect to a Participant under the Plan.

          Section 3.25.  Qualified Joint and Survivor Annuity.
          ----------------------------------------------------

         A "Qualified Joint and Survivor Annuity" is an annuity for the life of
the Participant with a survivor annuity for the life of the surviving spouse
which is fifty percent (50%) of the amount of the annuity which is payable dur-
ing the joint lives of the Participant and the spouse and which is the amount
of benefit which can be purchased with the Participant's accounts in the Plan.

          Section 3.26.  Qualified Preretirement Survivor Annuity.
          ----------------------------------------------------------

          A "Qualified Preretirement Survivor Annuity" is an annuity for the
life of the surviving spouse which is the amount of benefit which can be
purchased with fifty percent (50%) of the amount of the Participant's accounts
in the Plan (as of the Participant's date of death)to which the Participant had
a nonforfeitable right (within the meaning of Section 411(a) of the Internal
Revenue Code).

          Section 3.27.  Retirement Account.
          -----------------------------------

          "Retirement Account" means the Fixed Retirement Contributions and the
Variable Retirement Contributions made to the Trust Fund on behalf of a
Participant beginning January 1, 2001, and the net investment earnings of such
account.  Prior to that date this account was called the "profit sharing
account."  The Plan vesting schedule applies to a Participant's Retirement
Account.

          Section 3.28.  Rollover Contribution Account.
          ---------------------------------------------

          "Rollover Contribution Account" means the account maintained for a
Participant, consisting of rollover contributions and their net investment
earnings.  A Participant is always fully vested in the Participant's Rollover
Contribution Account.

          Section 3.29.  Safe Harbor Match Account.
          ------------------------------------------

         "Safe Harbor Match Account" means the matching contributions made on a
Participant's behalf by a Participating Company to the Trust Fund pursuant to
Section 5.3 beginning January 1, 2001, and the net investment earnings of such
account.  A Participant is always fully vested in the Participant's Safe Harbor
Match Account.

          Section 3.30.  Termination of Employment.
          ------------------------------------------

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

          Section 3.31.  Trustee, Trust Agreement, Trust Fund.
          ----------------------------------------------------

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

          Section 3.32.  Valuation Date.
          ------------------------------

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

          Section 3.33.  Variable Retirement Contributions.
          --------------------------------------------------

           Variable Retirement Contributions will be made each Plan Year based
on corporate EVA results.  EVA refers to Economic Value Added, which is a
measure of the performance on a company-wide basis of how well the Company is
doing with the capital entrusted to it by the Company's shareholders.  The
Consolidated Company EVA formula in use for Plan purposes is set forth in
Exhibit A to the Plan.

          Section 3.34.  Vested Balance; Nonvested Balance.
          --------------------------------------------------

          The "Vested Balance" of a Participant's accounts means the portion of
such accounts which is nonforfeitable pursuant to the Provisions of Section 7.2.
The "Nonvested Balance" of such accounts shall mean that percentage which is
forfeitable pursuant to the provisions of Section 7.3.

          Section 3.35.  Vesting Service.
          --------------------------------

          An employee's "Vesting Service" means an employee's period of
employment by a Participating Company or an Affiliated Company determined in
accordance with reasonable and uniform standards and policies adopted by the
Committee from time to time, provided, however, that:

          (a)  Vesting Service shall be determined in completed full years.

          (b)  The Vesting Service any employee shall have as of July 4, 1976,
shall be such employee's accrued last continuous period of employment from the
employee's most recent date of employment prior to July 3, 1976, as determined
under the Plan as in effect on July 3, 1976.

          (c)  Vesting Service after July 3, 1976, means the service credited
from the later to occur of July 4, 1976, or the employee's date of hire by a
Participating Company or an Affiliated Company to the date of the employee's
Termination of Employment.

          (d)  An employee who had a Termination of Employment Prior to July 4,
1976, and is subsequently reemployed by a Participating Company or an Affiliated
Company after July 3, 1976, shall have rights to reinstatement of his service
prior to such Termination of Employment determined under the reinstatement of
service provisions of the Plan as in effect on July 3, 1976.

          (e)  The Vesting Service of an employee who has a Termination of
Employment after July 3, 1976, and is subsequently reemployed by a Participating
Company or an Affiliated Company shall not be recognized if such service is to
be disregarded in accordance with Section 3.3.

          (f)  Prior service with an employer that is acquired by (or merged
with) a Participating Company or Affiliate on or after January 1, 1997, shall be
counted as Vesting Service under the Plan if such prior service for such
employer is continuous ending on the combination date, including for this
purpose continuous service with any immediate predecessors of such employer.
Continuous service shall be determined taking into account the break in service
rules of this Plan or, as determined by the Committee in specific acquisitions
or mergers, the break in service rules of the retirement plan of such prior
employer.  This provision shall not cause double counting of any period of
service for Vesting Service and applies only to persons employed by the prior
employer at the time of the acquisition or merger by the Company or any
Affiliate.





                       ARTICLE IV.   PLAN PARTICIPATION
                       --------------------------------

          Section 4.1.  Commencement of Participation.
          ---------------------------------------------

          An employee of a Participating Company shall become a Participant on
the earliest date on which the employee is an Eligible Employee, and the
employee completes one (1) Hour of Service, if such employee's customary
employment is at the rate of at least twenty (20) Hours of Service per week.  An
Eligible Employee who is not scheduled or reasonably anticipated to complete at
least twenty (20) Hours of Service per week shall not become a Participant until
the earlier of: (a) the first day following the date during the employee's first
twelve (12) consecutive months of employment in which the employee completes one
thousand (1,000) Hours of Service, or (b) the first day of the Plan Year next
following the first Plan Year ending after the employee's date of hire during
which the employee completes one thousand (1,000) Hours of Service.

          Section 4.2.  Transfers to/from Eligible Employee Status.
          ---------------------------------------------------------

          If an employee is transferred to a position in which the employee
becomes an Eligible Employee, and the employee's customary employment is at the
rate of at least twenty (20) Hours of Service per week, the employee shall be
deemed to have become a Participant as of the first day of the Plan Year in
which such transfer occurs on which the Participant completed an Hour of
Service.  Any employee not scheduled or reasonably anticipated to complete at
least twenty (20) Hours of Service per week, shall not become a Participant
after transfer until all of the requirements of Section 3.1 are satisfied taking
into account Hours of Service completed before and after becoming an Eligible
Employee.  If the employee is transferred to a position in which the employee is
no longer an Eligible Employee, the employee shall cease active participation in
the Plan on the date of transfer.

          Section 4.3.  Rehire After Termination of Employment.
          ------------------------------------------------------

          If a terminated employee is rehired by the Company including any
Affiliated Company) before incurring a break in service, the employee's prior
service shall be recognized immediately for all purposes of the Plan.  A "break
in service" is any twelve (12) consecutive month period beginning on the date
the employee incurs a Termination of Employment, during which the employee does
not perform one (1) Hour of Service.  Such rehired employee shall commence
participation in the Plan immediately upon rehire as an Eligible Employee.  If a
terminated employee who has incurred a break in service is rehired by the
Company, the following paragraphs shall be applicable:

          (a)  The employee's service prior to the Termination of Employment
shall be disregarded for all purposes of the Plan if:

(i)                     The employee was not entitled to a Vested Balance from
     the employee's Retirement Account upon the Termination of Employment which
     occurred immediately before the break in service occurred; and

(ii)                    The number of consecutive breaks in service which
     occurred during the period in which the employee incurred such break in
     service equals or exceeds five (5).  In computing the number of years of
     Vesting Service prior to such break in service, years of Vesting Service
     not taken into account under this paragraph, by virtue of any prior period
     in which a break in service occurred, shall be disregarded.

          (b)  If the employee's service is not disregarded in accordance with
the preceding paragraph (a) upon the employee's rehire, then the employee's
prior service shall be recognized immediately for all purposes of the Plan.

          (c)  If the rehired employee was formerly a Participant, and the
employee's prior service is not disregarded, the employee shall commence
participation immediately upon again becoming an Eligible Employee.

          Section 4.4.  Election to Become a Contributing Participant.
          ------------------------------------------------------------

          A Participant shall enroll in the Plan in accordance with Committee
rules in order to elect to become a contributing Participant.  The enrollment
process, which may also include any contribution election agreement of the
contributing Participant, shall be as prescribed by the Committee.  An Eligible
Employee may enroll when first becoming a Participant or as of any subsequent
enrollment dates as may be determined by the Committee.  Such enrollments shall
be effective as of dates determined by Committee rules.  Each Participating
Company shall advise its employees of their initial eligibility to enroll in the
Plan as a contributing Participant but shall have no obligation to provide
additional notice thereafter. Any contribution election agreement hereunder is
voluntary and enrollment in the Plan as a contributing Participant shall
constitute acceptance of the terms of the Plan.  The contribution election
procedures described in Section 5.2 shall also apply to enrollments.

          Section 4.5.  No Guaranty of Employment.
          ----------------------------------------

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

          Section 4.6.  Participation Prior to January 1, 2001.
          -----------------------------------------------------

          Notwithstanding Section 3.1 of the Plan, if an employee Participated
in the Plan, in accordance with the provisions of the Plan prior to its
restatement hereunder, and if the employee is an Eligible Employee on January 1,
2001, the employee shall be a Participant on January 1, 2001.

          Section 4.7.  Leased Employees.
          -------------------------------

          A person who is a leased employee within the meaning of Section 414(n)
of the Internal Revenue Code shall not be eligible to participate in the Plan,
but in the event such person subsequently becomes eligible to participate
herein, credit shall be given for the person's service as a leased employee
toward completion of the Plan's eligibility and vesting requirements.

                                 ARTICLE V.
                                 ----------

          ARTICLE VI.   EMPLOYEE AFTER TAX AND ROLLOVER CONTRIBUTIONS
          ------------------------------------------------------------

          Section 6.1.  Employee Contributions.
          --------------------------------------

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

          Section 6.2.  Rollover Contributions.
          --------------------------------------

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

                                ARTICLE VII.
                                ------------

     ARTICLE VIII.    401(k) PROGRAM, COMPANY CONTRIBUTIONS AND FORFEITURES
     ------------------------------------------------------------------------

          Section 8.1.  Elective Deferrals.
          ---------------------------------

          A Participant may voluntarily elect to have the Participating Company
employing the Participant contribute an amount to the Participant's 401(k)
Account for each Plan Year in lieu of receiving the same amount as current
compensation.  Such amounts are hereinafter referred to as "elective deferrals"
to the extent such amounts are not includible in the Participant's gross income
for the taxable year.  Such elective deferrals shall be subject to the following
paragraphs:

          (a)       Such election may be as to any whole percentage of Eligible
Compensation from one percent (1%) to fifteen percent (15%), as determined by
the Committee.  Notwithstanding any upper limit on deferral elections, all
elective deferrals shall be required to be tax deductible by the Participating
Company in the year in which made.  Accordingly, the Committee shall take into
account any contributions made to all profit sharing plans (and other qualified
plans) sponsored by the Participating Company for the same group of employees
and periodically advise Participants as to the effective upper limits on
contribution elections.  Such upper limit may be adjusted by the Committee if
the general limitations applicable to elective deferrals will not then be
exceeded, so long as all similarly situated employees are provided with a
nondiscriminatory opportunity to make proportionately the same elective
deferrals.  Different upper limits are specifically permitted under this Section
for "highly compensated participants" and "non-highly compensated participants,"
as defined in (e), below.

          (b)       Elective deferrals under this Section 5.1 shall be credited
to a "401(k) Account" in the name of the electing Participant as of the date of
their receipt by the Trustee.  The amount thereof and the net earnings
attributable thereto shall be separately reflected in such account.

          (c)       The balance of an employee's 401(k) Account shall be
nonforfeitable for all purposes of the Plan.  Upon Termination of Employment,
the balance of an employee's 401(k) Account shall be distributed pursuant to the
provisions of the Plan.

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

          (e)       The Plan is subject to the limitations of Code Section
401(k), which are incorporated herein by this reference, including the statutory
requirements, the regulatory requirements of Treas. Reg. Section 1.401(k)-1, and
all subsequent Internal Revenue Service guidance issued under the applicable
Code provisions.  Participating Company contributions to each Participant's Safe
Harbor Match Account shall, together with required notification of Participants,
cause the Plan to satisfy the requirements of Code Section 401(k)(12) each Plan
Year.

          (f)  Elective deferrals, and gains attributable to such amounts, may
be returned by the Plan to Participants to the extent such return would reduce
the excess amounts, under Treas. Reg. Section 1.415-6(b)(6).

          Section 8.2.  Contribution Election Procedures.
          -----------------------------------------------

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

          Section 8.3.  Company Safe Harbor Match Contributions.
          -------------------------------------------------------

          Company safe harbor match contributions required to be made hereunder
shall be a fixed commitment of each Participating Company under the Plan and are
a money purchase pension contribution for purposes of the Internal Revenue Code.
The first six percent (6%) of Eligible Compensation contributed as elective
deferrals by a Participant for a Plan Year shall be taken into account for
purposes of determining any required matching contribution of a Participating
Company. Such matching contributions shall be directly allocated to the Safe
Harbor Match Accounts of contributing Participants.  Each Participating Company
shall contribute for each Plan Year the amount sufficient to provide the
matching contributions described in paragraph (a), below, subject to the
limitations described in paragraph (c) below:

          (a)       Safe Harbor Match Contributions.  The safe harbor match
contribution hereunder is an amount sufficient to provide one hundred percent
(100%) matching of the first three percent (3%) of Eligible Compensation
contributed, and fifty percent (50%) of the next three percent (3%) of Eligible
Compensation contributed, during the pay period for which the match is
deposited, as elective deferrals by each Participant who makes Company
contributions for that Plan Year.

          (b)       Incentive Matching Contribution.  Incentive matching
contributions were provided for by the Plan prior to January 1, 2001.  Incentive
matching contributions shall cease effective January 1, 2001.  The incentive
matching contribution was an amount sufficient to provide one hundred percent
(100%) matching on the first one percent (1%), two percent (2%), or three
percent (3%) of Eligible Compensation contributed, during the period for which
the match is deposited, as elective deferrals by each Participant who is
entitled to share in the allocation of the Company contributions for that Plan
Year.  Such contributions could be made by a Participating Company in cash or in
Manitowoc Stock.  Elective deferrals which were awarded incentive matching
amounts were not eligible for basic matching contributions.  The following
requirements had to be satisfied in order for elective deferral amounts to
receive the incentive matching contribution:

(i)                     Subject to the diversification provision set forth
     below, elective deferrals entering the Plan subject to incentive matching
     were required to be invested in the Manitowoc Stock Fund at all times while
     the Participant was an employee of a Participating Company or any
     Affiliated Company.

(ii)                    Subject to the diversification rule set forth below, all
     incentive matching contributions were required to be invested in the
     Manitowoc Stock Fund at all times while the Participant was an employee of
     a Participating Company or any Affiliated Company.

The foregoing restrictions on investment diversification shall lapse over the
ten (10) year period beginning July 1, 2001.  A Participant with elective
deferrals entering the Plan subject to incentive matching and with incentive
matching contributions may diversify the investment of such amounts into any
investment fund offered hereunder at the cumulative annual rate of ten percent
(10%) of the number of shares of Manitowoc Stock included in the restricted
portion of the Participant's interest in the Manitowoc Stock fund, effective on
and after July 1, 2001.  Accordingly, ten percent (10%) of the shares of
Manitowoc Stock attributable to this portion of a Participant's Company Matching
Account may be sold and the proceeds invested in other investment funds of the
Plan on or after July 1, 2001, and another ten percent (10%) on or after July 1,
2002.  The restrictions on investment diversification continue to lapse whether
or not any restricted shares of Manitowoc Stock are actually directed to be sold
pursuant to this diversification rule.

          (c)       The Plan is subject to the limitations of Code Section
401(m), which are incorporated herein by this reference, including the statutory
requirements, the regulatory requirements of Treas. Reg. Sections 1.401(m)-1 and
1.401(m)-2, and all subsequent Internal Revenue Service guidance issued under
the applicable Code provisions.  Participating Company contributions to each
Participant's Safe Harbor Match Account shall, together with required
notification of Participants, cause the Plan to satisfy the requirements of Code
Section 401(k)(12) each Plan Year.

          Section 8.4.  Participating Company Variable Retirement Contributions.
          ----------------------------------------------------------------------

The gross amount of the Variable Retirement Contributions of each Participating
Company shall be calculated pursuant to the formula set forth on Exhibit A
attached hereto, as may be amended from time to time, and by this reference
incorporated herein.  The gross Variable Retirement Contributions shall be
reduced and offset (but not below zero) by the amount of the Fixed Retirement
Contribution under Section 5.5 determined for the same Plan Year.  Each
Participating Company shall make its proportionate share of the Variable
Retirement Contribution to the Trust Fund for each Plan Year determined for it
according to this Section.  Variable Retirement Contributions shall be allocated
pursuant to Section 5.8 to the Retirement Accounts of each Participant.

          Section 8.5.  Participating Company Fixed Retirement Contributions.
          --------------------------------------------------------------------

          Each Participating Company shall contribute to the Trust Fund on
behalf of each Participant entitled to receive such allocation an amount equal
to three percent (3%) of such Participant's Eligible Compensation for the Plan
Year. Such contributions shall be a fixed commitment of each Participating
Company under the Plan and shall be deemed to be a money purchase pension
contribution for purposes of the Internal Revenue Code.  Such Fixed Retirement
Contributions shall be allocated directly to the Retirement Account of each such
Participant.

          Section 8.6.  Timing of Contributions.
          --------------------------------------

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

          Section 8.7.  Employees Entitled to Share.
          -------------------------------------------

          With respect to each Plan Year, an employee who was a Participant at
any time during the Plan Year shall be entitled to an allocation of a
Participating Company's Variable Retirement Contribution and Fixed Retirement
Contribution during the Plan Year if the employee meets the requirements of
either of the following paragraphs:

          (a)  The employee was an Eligible Employee of a Participating Company
on the last day of the Plan Year; or

          (b)  The employee had a Termination of Employment while an Eligible
Employee prior to the last day of such Plan Year and was fully vested under the
vesting schedule of the Plan.

The requirements of this Section 5.7 shall not apply to determine entitlement to
any portion of the Company contributions which are safe harbor match
contributions pursuant to Section 5.3.

        Section 8.8.  Allocation Formula for Variable Retirement Contributions
        ----------------------------------------------------------------------

For each Plan Year, the Variable Retirement Contributions to the Trust Fund
shall be allocated to the Retirement Accounts of those employees entitled to
share therein pursuant to the following paragraphs:


          (a)  One-half (1/2) of the amount of the Variable Retirement
Contributions shall be allocated to the Retirement Accounts of those employees
entitled to share therein in the proportion that the Eligible Compensation of
each employee bears to the aggregate of the Eligible Compensation of all such
employees for the Plan Year.

          (b)  The remaining one-half (1/2) of the Variable Retirement
Contributions shall be allocated to the Retirement Accounts of those employees
entitled to share therein in the proportion that the Eligible Compensation of
each employee in excess of the Integration Level bears to the Eligible
Compensation for the Plan Year in excess of the Integration Level of all such
employees.  The maximum amount allocable to the Retirement Account of any
employee under this paragraph in any Plan Year shall not exceed the lesser of
(1) two hundred percent (200%) of the Base Contribution Percentage or (2) the
sum of (A) the Base Contribution Percentage plus (B) the greater of (i) five and
seven-tenths (5.7) percentage points or (ii) the percentage rate of tax under
Section 3111(a) of the Internal Revenue Code in effect as of the beginning of
the Plan Year which was attributable to the Old Age Insurance portion of the
OASDI.

          (c)  Any remaining Variable Retirement Contributions not allocated
pursuant to the provisions of paragraphs (a) and (b) shall be allocated to the
Retirement Accounts of those employees entitled to share therein in the
proportion that the Eligible Compensation of each employee bears to the
aggregate of the Eligible Compensation of all such employees for the Plan Year.

          Section 8.9.  Allocation of Forfeitures.
          ----------------------------------------

          Aggregate forfeitures declared for a Plan Year as to the portion of
Participant's Retirement Accounts attributable to Variable Retirement
Contributions shall be allocated as additional Variable Retirement Contributions
to Participants entitled to share therein. Aggregate forfeitures declared for a
Plan Year as to the portion of Participants' Retirement Accounts attributable to
Fixed Retirement Contributions and the Company Matching Accounts of all
Participants shall be applied to reduce the fixed obligations of the
Participating Companies to make contributions to such accounts under the Plan
for the year for which such forfeitures are declared final and subsequent years
until fully applied.

          Section 8.10.  Maximum Additions.
          ---------------------------------

          Notwithstanding any provision of this Article V to the contrary, the
annual additions to each Participant's accounts in the Plan for any Plan Year
shall not exceed the limitations of Internal Revenue Code Section 415.

          Section 8.11.  Contributions for Omitted Participants.
          ------------------------------------------------------

          If, for any Plan Year, after the Company contributions made to the
Trust Fund for that year have been allocated, it should appear that, through
oversight or a mistake of fact or law, an employee who should have been entitled
to share in such contributions received no allocation, received an allocation
which was less than the employee should have received, or was otherwise omitted,
the Participating Company, at its election, and in lieu of reallocating such
contributions, may make a special allocation in an amount equal to the amount
that would have been allocated to such employee's account had such error not
been made.  Such special allocation may be funded with a special contribution
from the Participating Company for such purpose or out of current earnings in
the Trust Fund, as determined by the Company and the Committee.

          Section 8.12.  Securities Law Compliance.
          ------------------------------------------

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

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

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

          Section 8.13.  Special Rules Applicable to Returning Veterans.
          ---------------------------------------------------------------

          (a)  This Section 5.13 applies to a Participant who is absent from
active employment with any Participating Company on account of military service
and who returns from such military service to active employment with any
Participating Company under terms and conditions that entitle the Participant to
the protections of the Uniformed Services Employment and Reemployment Rights Act
of 1994, as amended.  The Company shall contribute to the Trust Fund as a base
contribution an amount equal to the base contribution that the Participant would
have had allocated to his or her account had he or she remained continuously
employed with the Company during the period of military service.

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

          (c)  The Company shall make a Company matching contribution with
respect to make-up contributions in an amount equal to the amount of Company
matching contribution that would have been made on behalf of the Participant had
the make-up contribution been made during the period of military service.

          (d)  For purposes of determining the amount of the base contribution
under Sections 5.4 and 5.5, or the maximum amount of make-up contributions
permissible under Section 5.1, the Participant's compensation during the period
of eligible military service shall be deemed to equal the rate of pay that the
Participant would have received from the Company but for the military service;
provided that if such compensation cannot be determined with reasonable
certainty, the Participant's compensation for the period of military service
shall be deemed to equal the Participant's average compensation from the Company
for the twelve (12) month period immediately preceding the Participant's
military service (or if the Participant was employed for less than the full
twelve (12) month period immediately preceding such military service, the
Participant's average compensation from the Company for the Participant's entire
period of employment with the Company preceding the Participant's military
service).

          (e)  No adjustment shall be made to a Participant's account to reflect
the gain or loss that would have been credited (charged) to the Participant's
account had the base contributions and make-up contributions described in this
Section 5.13 been made during the period of military service rather than
following the Participant's return to active employment.

          Section 8.14.  Minimum Employer Contribution.
          -----------------------------------------------

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

          (a)  "Minimum employer contribution" means, for purposes of this
Section 5.14, the amount of elective deferral contributions under Section 5.1
and Company matching contributions under Section 5.3 designated for the Plan
Year by the Chief Financial Officer of the Company as the minimum employer
contribution for the Plan Year.  The minimum employer contribution must be
contributed by Participating Companies for a Plan Year and such amounts may not
revert to the Company.

          (b)  The requirement to make the minimum employer contribution
designated for a Plan Year is satisfied as soon as the total contributions to
the Plan for a Plan Year by the Participating Companies, made pursuant to
Section 404 of the Internal Revenue Code, and including, but not limited to,
elective deferral contributions, Company matching contributions, Company Fixed
and Variable Retirement Contributions, equals or exceeds the minimum employer
contribution amount for the Plan Year.  Minimum employer contributions shall be
made within the time requirements described in Section 5.6.

          (c)  Minimum employer contributions shall be held in an unallocated
deposit account in the investment fund selected for this purpose by the Chief
Financial Officer of the Company until allocated on or before the end of the
Plan Year in accordance with this Section 5.14.  All gains, losses, and income
attributable to such account shall be applied to reduce Plan expenses otherwise
payable by the Company and, thereafter, to reduce and offset Company
contributions to the Plan.

          (d)  The minimum employer contribution for a Plan Year shall be
allocated as follows:

(i)  First, as elective deferral contributions under Section
     5.1;

(ii) Second, as Participating Company matching contributions
     under Section 5.3;

(iii) Third, as Company Fixed Retirement Contributions in
     accordance with Section 5.5 to Participants entitled to share pursuant to
     Section 5.7;

(iv)  Fourth, as Company Variable Retirement Contributions in
     accordance with Section 5.8 to Participants entitled to share pursuant to
     Section 5.7;




(v)  The balance, if any, remaining after the allocations in
     (1)-(4), shall be allocated as an additional Fixed Retirement Contribution,
     in excess of the percentage limit applicable under Section 5.5 to
     Participants who are eligible to share pursuant to Section 5.7; provided,
     however, that allocations in excess of the limitations of Section 415 of
     the Internal Revenue Code are not authorized hereunder.





         ARTICLE IX.   INVESTMENT ELECTIONS AND VALUATION OF ACCOUNTS
         ------------------------------------------------------------

          Section 9.1.  Investment Elections.
          ------------------------------------

          The funding policy of the Plan provides for the direction of
investment by all Participants, including retired Participants.  Participants
are permitted to direct the investment of their Profit Sharing Accounts and
their RSVP Accounts, in the aggregate.  Such investment funds shall be made
available for investment by employed Participants as may be determined according
to the terms of the Plan and Trust Agreement.  The following paragraphs shall
apply to Participant investment instructions:

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

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

  Section 9.2. Account Adjustments to Reflect Net Worth of the Trust Fund.
  -------------------------------------------------------------------------

          (a)  As of each Valuation Date the accounts maintained in each
separate investment fund within the Trust Fund (including those accounts not yet
fully distributed) shall be adjusted, before the crediting of Company
contributions but after the crediting of cash option contributions through the
current Valuation Date, upward or downward, pro rata, so that such adjusted
balances will equal the net worth of that investment fund as of that date, using
fair market values as determined by the Trustee and reported to the Committee,
after such net worth has been reduced by (i) any advance Company contributions
present in such fund not yet allocated to individual accounts; (ii) forfeitures
which have been declared to be final but which have not yet been reallocated;
and (iii) any expenses chargeable to that investment fund which have been
incurred but not yet paid from that investment fund.  The period between
Valuation Dates is referred to as the "allocation period."  A further adjustment
shall be made so as to take into account an average balance of matching
contributions, cash option contributions, and loan repayments of principal and
interest deposited during the allocation period, using reasonable methods
applied in a uniform manner to all accounts.  After these adjustments are made,
if such Valuation Date is the last day of the Plan Year, the Company
contributions which are to be allocated to individual accounts in the investment
fund as of that date shall be credited to such accounts.

          (b)  Notwithstanding the foregoing, if a Participant has a Termination
of Employment and receives payment of his Vested Balance, the Nonvested Balance
of such Participant's Company Contribution Account shall not be considered a
part of such account as of any subsequent Valuation Date, but shall be
considered a separate account of the Trust Fund until such account is either
restored to the Participant or is declared to be a forfeiture as provided in
Section 7.3.

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

          Section 9.3.  Net Worth.
          ------------------------

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

          Section 9.4.  Certain Segregated Accounts.
          ------------------------------------------

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

          Section 9.5.  Responsibility to Maintain Account Balances.
          ----------------------------------------------------------

          The responsibility to maintain account balances Pursuant to the
provisions of this Article VI shall be discharged by the Committee.  The
Committee shall keep separate accounts for each Participant's accrued benefits
under the Plan, showing the manner in which it has determined the entries made
to each such account.  Following the close of each Plan Year, the Committee
shall make arrangements for the delivery to each Participant of a statement
showing, as of the close of the Plan Year, each Participant's credited balance
to each of his accounts and the extent to which such balances are vested.

          Section 9.6.  Voting and Tender Rights as to Manitowoc Stock.
          --------------------------------------------------------------

          (a)  Shares of Manitowoc Stock held by the Manitowoc Stock Fund are
allocated to Participants' accounts in that investment fund as of each Valuation
Date.  Shares which have been so allocated are referred to as allocated shares.
          (b)  Voting rights with respect to allocated shares as to which the
Trustee receives written instructions from the Participants to whom the shares
are allocated shall be voted by the Trustee as directed by such Participants or
not voted if so directed by a Participant.  At the time of the mailing to
stockholders of the notice of any stockholders' meeting of the Company, the
Company, in conjunction with the Committee and the Trustee, shall use its
reasonable best efforts to cause to be delivered to each such Participant such
notices and informational statements as are furnished to the Company's
stockholders in respect of the exercise of voting rights, together with forms by
which the Participant may confidentially instruct the Trustee, or revoke such
instruction, with respect to the voting of allocated shares.  Upon timely
receipt of directions, the Trustee shall vote the allocated shares on each
matter as directed by the Participant.  The Trustee shall vote or not vote all
Manitowoc Stock held by the Manitowoc Stock Fund that is not allocated to any
Participant's account and all Manitowoc Stock allocated to a Participant's
account which is not voted by the Participant because the Participant has not
directed (or has not timely directed) the Trustee as to the manner in which such
Manitowoc Stock is to be voted, in the same proportion as those shares of the
Manitowoc Stock for which the Trustee has received proper direction on such
matter.  All such voting rights, instructions, and directions received by the
Trustee from a Participant shall be held in confidence by the Trustee and shall
not be divulged or released to any person, including directors, officers, and
employees of the Company or any Participating Company or Affiliated Company.

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


               ARTICLE X.   DISTRIBUTION OF BENEFITS AND VESTING
               -------------------------------------------------

          Section 10.1.  Retirement, Disability and Death Benefits.
          ----------------------------------------------------------

          Upon Termination of Employment by reason of Normal Retirement,
Disability Retirement or death, the entire balance of each of the accounts of a
Participant shall be distributable pursuant to the provisions of the Plan.  Such
account balances shall be determined as of the Valuation Date immediately
preceding their distribution except that any portion of such accounts invested
in the Manitowoc Stock Fund shall remain invested until distributed or
transferred to another investment fund pursuant to the Plan.

          Section 10.2.  Vested Benefits.
          -------------------------------

          Upon Termination of Employment prior to Normal Retirement or
Disability Retirement and for a reason other than death, the Vested Balance of a
Participant's Retirement Account and Company Matching Account, and the entire
balance of the Participant's 401(k) Account and Rollover Contribution Account,
if any, shall be distributable pursuant to the provisions of the Plan.  Such
account balances shall be determined as of the Valuation Date immediately
preceding their distribution except that any portion of such accounts invested
in the Manitowoc Stock Fund shall remain invested until distributed or
transferred to another investment fund pursuant to the Plan.  The following
paragraphs shall also be applicable:

          (a)       The Vested Balance of a Participant's Retirement Account and
Company Matching Account shall be a percentage of those accounts, based upon the
Participant's years of Vesting Service.  Unless the Plan is a top-heavy plan
within the meaning of Article X such that the vesting schedule is deemed to be
amended to be the vesting schedule set forth in Article X, the Vested Balance of
a Participant in such accounts shall be as set forth in the following schedule:


Years of Vesting Service        Percentage
- ------------------------        ----------


   Less than 1                       0%
        1                           20%
        2                           40%
        3                           60%
        4                           80%
        5                          100%



          (b)       For purposes of applying the foregoing vesting schedule, all
of an employee's years of Vesting Service shall be taken into account.

          (c)       Notwithstanding the foregoing paragraphs, a Participant's
Vested Balance shall be one hundred percent (100%) upon the Participant's
attainment of Normal Retirement Age.

          (d)       No amendment to the Plan changing the Plan's vesting
schedule shall reduce the Vested Balance provided by such schedule determined
for each Participant as of the day preceding the adoption or the effective date
of such amendment, whichever is later.

          (e)       If an amendment to the Plan changes the Plan's vesting
schedule, each Participant having not less than three (3) years of Vesting
Service shall be entitled to have his Vested Balance for his future service
under the Plan computed without regard to such amendment.  Any such election
will not be effective unless made after the amendment is adopted but prior to
sixty (60) days after the later of (i) the date the amendment was adopted, (ii)
the effective date of the amendment, or (iii) the date the employee was given
written notice of the amendment.  Such election shall be made in writing by
filing with the Committee, within said period, such form as the Committee may
prescribe for this purpose.  For purposes of this paragraph, an employee shall
be considered to have completed three (3) years of Vesting Service if he has
completed three (3) such years prior to the expiration of the election period
described above.

          Section 10.3.  Forfeitures.
          ---------------------------

          The Nonvested Balance of a Participant's Retirement Account and
Company Matching Account shall immediately be declared a forfeiture when the
Participant incurs a Termination of Employment and receives payment of his
Vested Balance.  Declared forfeitures shall be reallocated, or otherwise
applied, as of the last day of the Plan Year coincident with or immediately
following such declaration.  As of any subsequent Valuation Date, before a
forfeiture is reallocated or otherwise applied, such amount shall not be
considered to be a part of such Participant's accounts.  Rather, such Nonvested
Balance (the Participant's "prior Nonvested Balance") shall be considered to be
a separate account of the Trust Fund until such account is reallocated or
otherwise applied pursuant to this Section and Section 5.9.  Notwithstanding the
foregoing, a Participant whose vested balance has been distributed or who has no
vested interest shall be deemed cashed out from the Plan.  The following
paragraphs shall also be applicable:

          (a)  If the Participant is rehired after five (5) or more consecutive
twelve (12) month periods have elapsed after the employee's Termination of
Employment, the Participant has no rights to restoration of the Participant's
prior Nonvested Balance.  If such Participant has, upon such rehire, a Vested
Balance remaining in the Plan and the Participant's vested percentage is less
than one hundred percent (100%), then such Vested Balance shall be accounted for
separately from any additions to the Participant's accounts which shall accrue
to the Participant after such rehire. The purpose of this separate accounting is
to assure that the Plan's vesting schedule is only applied to additions to the
Participant's accounts following such rehire.  Such separate accounting is not
required when a Participant's vested percentage has reached one hundred percent
(100%).

          (b)  If the Participant is rehired before five (5) or more consecutive
twelve (12) month periods have elapsed after the employee's Termination of
Employment, the Participant has restoration rights to the Participant's prior
Nonvested Balance as follows:

(i)   If the Participant has not received a distribution upon
     Termination of Employment from the Participant's accounts, then, upon
     rehire the amount of his prior Nonvested Balance shall be restored to the
     appropriate Participant's accounts out of, in the following order of
     priority, forfeitures, earnings, or Company contributions.

(ii) If the Participant has received a distribution upon
     Termination of Employment from the Participant's accounts, then, upon
     rehire, the amount of his prior Nonvested Balance shall be restored to the
     Participant's accounts out of, in the following order of priority,
     forfeitures, earnings, or Company contributions to the Plan, only if the
     Participant makes repayments to the Plan, before the earlier of (i) the
     fifth anniversary of the Participant's date of rehire, or (ii) the close of
     a period of five (5) consecutive breaks in service, as described in Section
     3.3, commencing after the distribution.  The required repayment is the full
     amount previously distributed to the Participant from all such accounts
     upon Termination of Employment.  The repayment period expires upon the
     death of the Participant.

          Section 10.4.  When Distribution of Accounts Shall Commence.
          -------------------------------------------------------------

          (a)  Unless the Participant consents to a later payment permitted by
the Plan, the distribution of benefits to a Participant under the Plan shall
commence as soon as administratively practicable after Termination of
Employment, but in no event later than sixty (60) days after the Plan Year in
which occurs the later of the following events:

(i)  The Participant's attainment of Normal Retirement Age;

     or

(ii) The Participant's Termination of Employment.

However, if the amount of the payment to be made to the Participant cannot be
determined by the later of such dates, a payment retroactive to such date may be
made no later than sixty (60) days after the earliest date upon which the amount
of such payment can be ascertained.

          (b)  A Participant may provide the required consent and elect,  in
accordance with Committee procedures, to have the distribution of the
Participant's accounts commence as soon as administratively practicable
following the Valuation Date coincident with or following the first to occur of
the Participant's Termination of Employment or attainment of Normal Retirement
Age.  A Participant's accounts shall be held in the Plan's general investment
program until distribution is required to commence to be made under Plan rules.
Distribution in any form other than a Qualified Joint and Survivor Annuity shall
not commence prior to a Participant's Normal Retirement Age unless the
Participant's spouse consents to the distribution except as provided by the
small account distribution rule in Section 7.5(e).

          (c)  Payment of a Participant's accounts distributable due to death
shall be made as soon as administratively practicable after the Valuation Date
following the Participant's date of death or, if elected by the Participant's
Beneficiary, and if the Participant had reached age fifty-five (55) at the time
of death, in accordance with the extended distribution period described in
Section 7.5, including the availability of installment payments as an optional
form of payment.

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

          (e)  Distribution of a Participant's accounts shall commence no later
than the Participant's "required beginning date."  In the case of a Participant
who is a "five percent owner," the required beginning date is April 1 following
the calendar year in which the Participant attains age seventy and one-half
(701/2).  For purposes of this subsection (e), the term "five percent owner"
means a five percent owner as defined in Code Section 416 with respect to the
Plan Year ending in the calendar year in which the Participant attains age
seventy and one-half (701/2).  In the case of any Participant who is not a five
percent owner, the required beginning date is April 1 following the calendar
year in which occurs the later of the Participant's attainment of age seventy
and one-half (701/2) or the Participant's retirement.

          Section 10.5.  How Accounts are to be Distributed.
          --------------------------------------------------

          Accounts distributed under the Plan shall be paid in accordance with
the following paragraphs:

          (a)  Rules if Participant is Living.  The normal form of distribution
to a married Participant shall be a Qualified Joint and Survivor Annuity.  A
Participant who has no surviving spouse, who has established that the spouse
cannot be located, or who has made a valid election, with spousal consent, to
waive the normal form of payment, may receive payment in another form permitted
under the Plan and described in paragraph (c), below; provided, however, that
payment shall be in the form of an annuity for the life of such Participant
unless an optional form of payment is elected. Married Participants who have not
received credit for one (1) Hour of Service on or after August 23, 1984, shall
be exempt from the first sentence of this paragraph.

          (b)  Rules if Participant is Dead.  The normal form of distribution
upon the death of a married Participant shall be as to fifty percent (50%) of
such Participant's accounts a Qualified Preretirement Survivor Annuity upon
deaths of Participants who have received credit for one (1) Hour of Service on
or after August 23, 1984.  The spouse shall have the right to select an optional
form of distribution, described below, as permitted by applicable regulations.
The remainder of such Participant's accounts not distributed in the normal form
shall be distributed in accordance with the terms of the Plan as described in
(c) below.  The accounts of a Participant who has no surviving spouse, who has
established that a spouse cannot be located, or who has made a valid election,
with spousal consent, to waive the normal form of payment, may be distributed in
another form permitted under the Plan and described in paragraph (c) below.

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

(i)   A lump sum, including where previously arranged, direct
     transfer to an individual retirement account or successor qualified Plan
     designated by the Participant.  Section 7.7 describes the rules regarding
     in-kind distributions of Manitowoc Stock.

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

(iii) Purchase of a single premium nontransferable immediate
     or deferred annuity contract from a life insurance company, the terms of
     which satisfy the required distribution rules of the Plan.  The Trustee
     shall be the initial owner of such a contract.  Ownership shall be
     transferred to the Participant by the Committee promptly following
     purchase.


          (d)  Determination of the Form of Distribution.  Accounts shall be
distributed in accordance with the requests of Participants and Beneficiaries;
provided, however, that applicable rules or regulations shall not be violated.
The Participant and, if married, the Participant's spouse shall receive a
written explanation of available benefit distribution alternatives between
thirty (30) and ninety (90) days before the date payments are to commence and
before their required consent is obtained.  The thirty (30) day notice
requirement may be waived so long as distribution is not commenced until seven
(7) days have elapsed since the Participant has received such written
explanation.  Such consent shall be obtained before a distribution is made at
any time in a form other than a Qualified Joint and Survivor Annuity, except as
provided in Section 7.5(e).  Spousal consent shall be made in accordance with
Section 7.8 of the Plan.

          (e)  Cash Outs of Small Accounts.  Notwithstanding the request of a
Participant or Beneficiary, in the event that the amount of a Participant's
accounts does not exceed five thousand dollars ($5,000) at the time distribution
is to commence, the Committee shall direct the Trustee to distribute the
Participant's accounts in a lump sum as soon as administratively practical
following the Valuation Date coincident with or immediately following the
Participant's Termination of Employment.  Section 7.7 describes the rules
regarding in-kind distributions of Manitowoc Stock.  After the date distribution
is to commence Participant consent, and, if the Participant is married, spousal
consent which meets the requirements of Section 7.8(b) of the Plan, is required
within the ninety (90) day period prior to such distribution.

          (f)  Transferee Plan Requirements.  The Plan may receive plan-to-plan
transfers of the accounts of Participants maintained in any terminated qualified
retirement plans maintained by the company or any Affiliated Company subject to
the following conditions:

(i)  Each optional form of benefits available under the
     transferor plan shall be preserved and remain available under the Plan for
     the value of the transferred account.

(ii) The value of any transferred amount that is subject,
     under a transferor plan, to the requirements of the joint and survivor
     annuity requirements of Code Section 401(a)(11) shall remain subject to the
     same rules following transfer to the Plan.

          Section 10.6.  Distribution Rules.
          ----------------------------------

          (a)  All distributions from the Plan shall be made in accordance with
the required distribution rules of Section 401(a)(9) of the Internal Revenue
Code and the rules provided in the applicable Treasury regulations which are
incorporated herein by reference.  The provisions of the Plan governing
distributions are intended to apply in lieu of any default provisions prescribed
in the regulations; provided, however, that Code Section 401(a)(9) overrides any
distribution options in the Plan inconsistent with such provisions.  With
respect to distributions under the Plan made in calendar years beginning on or
after January 1, 2001, the Plan will apply the minimum distribution requirements
of Code Section 401(a)(9) in accordance with the regulations under Code Section
401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision
of the Plan to the contrary.  The preceding sentence shall continue in effect
until the end of the last calendar year beginning before the effective date of
final regulations under Code Section 401(a)(9) or such other date specified in
guidance published by the Internal Revenue Service.

          Section 10.7.  Distributions of Manitowoc Stock.
          ------------------------------------------------

          Any distribution of account balances held in the Manitowoc Stock Fund,
due to be made under the provisions of this Article VII upon a Participant's
Termination of Employment for any reason, which are payable to a former
Participant in a single lump sum amount, may, at the election of the
Participant, be made in the form of shares of Manitowoc Stock provided the
Participant has at least one hundred (100) shares of such stock allocated to his
account in the Manitowoc Stock Fund.  Other lump sum distributions of account
balances in the Manitowoc Stock Fund ordinarily will be made in cash, except to
the extent the recipient (including a Beneficiary or alternate payee, if
applicable) specifically elects to take such distribution in shares of Manitowoc
Stock.  Plan accounts in the Manitowoc Stock Fund shall remain invested in such
stock until distributed.  The Committee may revise the foregoing rules, in its
discretion, to permit additional flexibility.

          Section 10.8.  Election to Waive Survivor Benefits.
          -----------------------------------------------------

          Each married Participant may elect at any time during the applicable
election period to waive the Qualified Joint and Survivor Annuity form of
benefit or the Qualified Preretirement Survivor Annuity form of benefit (or
both), and may revoke any such election at any time during the applicable
election period. The following paragraphs shall also apply:

          (a)  Applicable Election Period.  The applicable election period is
separately defined for each survivor benefit, as follows:

(i)   For the Qualified Joint and Survivor Annuity form of
     benefit, it is the ninety (90) day period ending on the first day of the
     first period for which an amount is payable as an annuity, or in the case
     of a benefit not payable in the form of an annuity, the first day on which
     all events have occurred which entitle the Participant to such benefit;

(ii)  For the Qualified Preretirement Survivor Annuity form of
     benefit, it is the period beginning on the first day of the Plan Year in
     which the Participant attains age thirty-five (35) and ending on the date
     of the Participant's death.  In the case of a Participant who incurs a
     Termination of Employment the applicable election period for the Qualified
     Preretirement Survivor Annuity form of benefit shall not begin later than
     the date of such Participant's Termination of Employment.

          (b)  Requirement of Spousal Consent.  An election not to take a
Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity
is not effective unless the Participant's spouse consents in writing to such
election, such election designates a Beneficiary (or a form of benefits) which
may not be changed without spousal consent (or the consent of the spouse
expressly permits designations by the Participant without any requirement of
further consent by the spouse), and the spouse's consent acknowledges the effect
of such election and is witnessed by a Plan representative or a notary public.
Spousal consent is not required if it is established that there is no spouse,
that the spouse cannot be located, that the prior consent of the spouse
expressly permits the Participant to change a Beneficiary designation without
any requirement of further consent by the spouse, or that consent is not
required under such other circumstances as may be prescribed by applicable
regulations. Any consent by a spouse, or establishment that such consent is not
required, shall be effective only with respect to such spouse. Revocations of
spousal consent during the applicable election period shall be in the same form
as is required for spousal consent and shall be effective for all purposes of
the Plan.

          Section 10.9.  Nonalienation of Benefits.
          -------------------------------------------

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

          Section 10.10.  Procedures on Receipt of a Domestic Relations Order.
          If the plan receives a domestic relations order which creates,
assigns, or recognizes any right to a benefit payable with respect to a
Participant, the following procedures shall be followed:

          (a)  The Committee shall determine whether such order is a Qualified
Domestic Relations Order in accordance with written uniform rules that comply
with Section 206(d)(3)(G)(ii) of ERISA;

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

          (c)  During the period of determining whether the order is qualified,
the Committee shall separately account for any amounts that would be payable to
the alternate payee during such period if the order had been determined to be a
Qualified Domestic Relations Order.  Such separate accounting is not required
for amounts that would not otherwise be paid during the determination period.
If within the eighteen (18) month period beginning with the date on which the
first payment would be required to be made under the order, the order is
determined to be a Qualified Domestic Relations Order, the amounts specified in
the order as payable shall be paid to the alternate payee in the method
specified in such order, or if none, in the method selected by the alternate
payee provided such method has the same effect on the Plan as a lump sum payment
of such amount.  If the payment method specified in such order does not have the
effect on the Plan of a lump sum payment, then such amount shall not be
distributable until all of the necessary conditions for payment of Article VII
have been satisfied.  If the order is not determined to be qualified, or the
determination is not resolved within such eighteen (18) month period, the
Committee shall pay such benefits that have been separately accounted for (plus
interest) to the Participant, or Beneficiary, if any, who would otherwise have
received such benefits if the order had not been issued.  Any amounts that would
be payable to an alternate payee designated in the order, except that such
alternate payee cannot be located, shall be allocated to the accounts of all
Participants and considered as forfeited amounts.  Such forfeited amounts shall
be paid to the alternate payee from the Trust Fund, out of future forfeitures
and/or earnings if such alternate payee is later located.  The Plan shall not be
treated as failing to meet the requirements of subsection (a) or (k) of Section
401 of the Internal Revenue Code which prohibit payment of benefits before
Termination of Employment solely by reason of payments to an alternate payee
pursuant to a Qualified Domestic Relations Order.

          Section 10.11.  Payment of Taxes.
          ----------------------------------

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

          Section 10.12.  Incompetent Payee.
          ----------------------------------

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

          Section 10.13.  Notice, Place and Manner of Payment.
          ----------------------------------------------------

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

          Section 10.14.  Source of Benefits.
          -----------------------------------

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

          Section 10.15.  Hardship Withdrawals.
          -------------------------------------

          Withdrawals by a Participant while still employed by a Participating
Company may be authorized by the Committee in the event of the financial
hardship of the Participant.  The amount subject to withdrawal shall not exceed
the amount of the Participant's elective contributions credited to his 401(k)
Account.  A request for withdrawal shall be in writing, signed by the
Participant, on such form as the Committee shall provide for this purpose, and
subject to the following paragraphs:

          (a)  A distribution shall be deemed to be on account of financial
hardship only if the distribution is made on account of an immediate and heavy
financial need of the Participant and is necessary to satisfy such financial
need, in accordance with the following paragraphs.

          (b)  The following expenses are the only categories of financial
hardship which shall be deemed immediate and heavy financial needs:

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

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

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

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

(v)                     Such other financial needs which the Commissioner of
     Internal Revenue deems to be immediate and heavy financial needs through
     the publication of revenue rulings, notices, and other documents of general
     applicability rather than of a particular application to a certain
     individual.

          (c)  A Participant shall provide evidence of the necessity to receive
a hardship distribution by written certification of the Participant (and spouse,
if any) together with photostatic copies of material establishing the nature and
amount of such hardship.  This evidence may include, but is not limited to,
invoices for health care services, accepted offers to purchase a principal
residence, invoices from post-secondary educational institutions, eviction
notices, or demand notices for housing expenses.

          (d)  The Participant shall make a written representation to the
Committee that the financial need cannot be relieved:

(i)                     Through reimbursement or compensation by insurance or
     otherwise;

(ii)                    By reasonable liquidation of the Participant's assets,
     to the extent such liquidation would not itself cause an immediate and
     heavy financial need;

(iii)                   By cessation of elective contributions or employee
     contributions under the Plan; or

(iv)                    By other distributions or nontaxable (at the time of the
     loan) loans from plans (including this Plan) maintained by the Company or
     by any other employer, or by borrowing from commercial sources on
     reasonable commercial terms. For purposes of this Section 7.15(d), the
     Participant's resources shall be deemed to include those assets of the
     Participant's spouse and minor children that are reasonably available to
     the Participant.  Thus, for example, property owned by the Participant and
     the Participant's spouse, whether as community property, joint tenants,
     tenants by the entirety, or tenants in common, will be deemed a resource of
     the Participant. Property held for the Participant's child, however, under
     an irrevocable trust or under the Uniform Gifts to Minors Act will not be
     treated as a resource of the Participant.

          (e)  The amount of the distribution shall be deemed necessary to meet
such needs provided (i) the distribution is not (after taxes and penalties) in
excess of the amount of the immediate and heavy financial need; (ii) the
Participant has obtained all distributions, other than hardship distributions,
and all nontaxable loans currently available (if any) under all plans (including
this Plan) maintained by the Company; and (iii) the Participant has satisfied
any other requirements which the Commissioner of Internal Revenue publishes in
revenue rulings, notices, and other documents of general applicability rather
than of a particular application to a certain individual.

          (f)  During the twelve-month (12-month) period following the
Participant's receipt of the hardship distribution, the Participant may not make
any elective deferrals or employee contributions to this Plan or any other tax-
qualified or nonqualified deferred compensation plans of a Participating
Company, if any.  The preceding sentence does not apply to any health or welfare
benefit plan or to the mandatory employee contribution portion of a defined
benefit plan of a Participating Company, if any.

          (g)  During the taxable year following the taxable year of the
hardship distribution, the Participant may not make a contribution to the
Participant's 401(k) Account in excess of the limitation described in Section
5.1(a) minus the amount which the Participant contributed to such 401(k) Account
in the taxable year of the hardship distribution.

          (h)  A hardship distribution shall not be permitted unless the
Participant's spouse executes a written consent to such distribution which
consent shall be witnessed by a Plan representative or a notary public. Spousal
consent is not required if it is established that there is no spouse or that the
spouse cannot be located.

          (i)  Hardship distributions shall be made on a prorata basis from the
accounts of the Participant in investment funds other than the Manitowoc Stock
Fund, first, and then from the Manitowoc Stock Fund as needed to complete the
distribution.

          Section 10.16.  Voluntary Withdrawals.
          --------------------------------------

          A Participant shall have the right to request a withdrawal from his
401(k) Account if the Participant has attained at least age fifty-nine and one-
half (59-1/2).  Such a request need not satisfy the test for a hardship
distribution and may include the entire amount in such account.  If a
Participant makes a withdrawal pursuant to this Section 7.16, such Participant
shall not be eligible to make another voluntary withdrawal under this Section
until he has completed at least sixty (60) months of Plan participation after
the date of the previous withdrawal.  A voluntary withdrawal shall not be
permitted unless the Participant's spouse executes a written consent as
described in Section 7.15(h).  Distributions pursuant to this Section 7.16 shall
be made on a prorata basis from the accounts of the Participant in investment
funds other than the Manitowoc Stock Fund, first, and then from the Manitowoc
Stock Fund (drawing last on amounts in such Fund that are not subject to
Participant investment direction) as needed to complete the distribution.

          Section 10.17.  Loans to Participants.
          --------------------------------------

          Upon the application of a Participant made with the Committee, in such
form as the Committee requires, the Committee shall direct the Trustee to make a
loan or loans to such Participant out of the Participant's 401(k) Account.  No
loans are permitted from Company Matching Accounts, Safe Harbor Match Accounts,
and Retirement Accounts in the Plan.  The following paragraphs shall also be
applicable:

          (a)  This Section applies only to an employee of a Participating
Company who has a 401(k) Account in the Plan attributable (i) to his own
participation herein or (ii) to the participation of a deceased Participant of
whom the employee is a Beneficiary. An employee in either of these two
categories shall be referred to as a "borrower."  With respect to an employee
who is in both of these categories, the limitations in subparagraph (b), below,
shall apply in the aggregate to all of his 401(k) Account balances in the Plan.
In addition, this loan program shall also be extended to Participants who are
not employees of a Participating Company and who qualify as parties in interest
with respect to the Plan, as defined in ERISA 3(14), and who have 401(k)
Accounts in the Plan.

          (b)  Upon filing a proper written application with the Committee, an
eligible borrower may borrow against his 401(k) Account.  The maximum loan
amount, when added to the total of all loans to any eligible borrower and
interest accrued on outstanding loans at the time of the granting of a new loan
from such account, shall not exceed one-half (1/2) the value of his vested
interest in his 401(k) Account as of the last day of the month immediately
preceding such written application; or, if less, fifty thousand dollars
($50,000) reduced by the excess (if any) of the highest outstanding balance of
all loans in the preceding one (1) year period over the outstanding loan balance
on the date of the current loan.  Minimum loan size shall be one thousand
dollars ($1,000) and a borrower shall maintain no more than one (1) loan at any
time.

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

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

          (e)  Amounts loaned to a borrower shall be withdrawn proportionately
from the investment funds in which the borrower's 401(k) Account is invested
other than the Manitowoc Stock Fund, first, and then from the Manitowoc Stock
Fund (drawing last on amounts in such Fund that are not subject to Participant
investment direction) as needed to provide the full proceeds of the loan, and
such borrowed amounts shall not thereafter share in fund earnings, but shall be
investments for the benefit of the borrower's account to be treated as a
segregated loan account.  All loans shall be secured by the borrower's
segregated loan account which shall consist of the borrower's indebtedness plus
accrued interest.  Amounts repaid to a borrower's segregated loan account shall
be deposited to the Plan's investment funds pursuant to the investment election
then in effect for the borrower's 401(k) Account except that the portion of the
loan repayment of principal and interest that is attributable to proceeds taken
from the portion of the Participant's account in the Manitowoc Stock Fund that
is not subject to Participant investment direction (as determined at the time of
origination of the loan) shall first be redeposited to the Manitowoc Stock Fund.

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

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

          (h)  Notwithstanding the Plan's hardship withdrawal provisions, a
Participant shall be permitted to make withdrawals from his 401(k) Account only
if, and to the extent, that such withdrawals do not reduce the Participant's
account balance below the outstanding balance of any loans made pursuant to this
Section including accrued interest thereon.  In the event that the borrowing
Participant's account becomes distributable before repayment in full of all
principal and interest on outstanding loans, the note evidencing any outstanding
loan may be distributed to the Participant in full satisfaction of the remaining
indebtedness.

          (i)  All loans shall be subject to the consent of the Participant
making the loan, and if married, to the spouse of the Participant.  Such consent
shall be provided to the Plan within the ninety (90) day period prior to the
making of the loan.  Such consent shall acknowledge the possible reduction in
Plan benefits which may occur in the event of a distribution resulting from
default, as described above.

          Section 10.18.  Direct Transfer of Eligible Rollover Distributions.
          --------------------------------------------------------------------

          (a)  Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Section 7.18, a
distributee may elect, at the time and in the manner prescribed by the Committee
to have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover as
such terms are defined herein.

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

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

          (d)  A distributee includes an employee or former employee.  In
addition, the employee's or former employee's surviving spouse and the
employee's or former employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in Section 414(p)
of the Code, are distributees with regard to the interest of the spouse or
former spouse.

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

                                ARTICLE XI.
                                -----------

                      ARTICLE XII.   PLAN ADMINISTRATION
                      -----------------------------------

          Section 12.1.  The Administrative Committee.
          --------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

(viii)                  The Committee shall have such power to add to, subtract
     from or modify any of the terms of the Plan, as may be delegated to it by
     the Board of Directors pursuant to Article XII or otherwise.  The Committee
     shall have no power to change or add to any benefits provided by the Plan
     or to waive or fail to apply any requirements of eligibility for benefits
     under the Plan.

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

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

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

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

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

          Section 12.2.  Agent for Legal Process.
          ---------------------------------------

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

          Section 12.3.  Beneficiary Designations.
          ----------------------------------------

          At any time and from time to time, each Participant having an
entitlement to benefits under the Plan which will continue after his death shall
have an unrestricted right to designate one or more Beneficiaries or contingent
Beneficiaries to whom payment of any account balances described in this Plan to
which such Participant was entitled shall be paid in the event of the
Participant's death.  Each such designation shall be evidenced by a written
instrument in a form acceptable to the Committee, signed by the Participant and
filed with the Committee.  A Participant may designate different Beneficiaries
at any time by filing a new beneficiary designation with the Committee.  The
last effective designation filed with the Committee shall supersede all prior
designations.  No beneficiary designation filed after the death of a Participant
shall be valid.  The following paragraphs shall also be applicable:

          (a)  If a Participant fails to designate a Beneficiary, or if no
designated Beneficiary survives a Participant, or if a beneficiary designation
is invalid, the following persons in the order named shall be deemed to be such
Beneficiary:

(i)                     Surviving spouse of the Participant, if any.

(ii)                    If there is no surviving spouse, then the children
     surviving the Participant (in equal shares) and the descendants then living
     of any deceased children, by right of representation.

(iii)                   If the Participant shall leave neither spouse nor
     descendants surviving, then the executors or administrators of the
     Participant's estate.

          (b)  A Participant may designate both primary and contingent
Beneficiaries, as well as to whom benefits shall be distributed in the event of
the death of a Beneficiary.

          (c)  Any designation of a Beneficiary by a Participant (who has been
credited with an Hour of Service on or after August 23, 1984), other than the
Participant's spouse, if any, shall not be effective as to fifty percent (50%)
of the Participant's accounts unless (i) consented to by the spouse, (ii) the
consent of the spouse expressly permits such designations by the Participant
without any requirement of further consent by the spouse, or (iii) it has been
established to the satisfaction of the Committee that there is no spouse or that
the spouse cannot be located.

          (d)  Notwithstanding the foregoing, in the event of the Participant's
divorce on or after January 1, 2001, the former spouse shall cease to be a
Beneficiary unless after such divorce the Participant completes a new
designation naming such individual as a Beneficiary.

          Section 12.4.  Claims Procedure.
          --------------------------------

          (a)  For purposes of this Section 8.4, a claim for benefits shall be
deemed filed when the Committee receives written notice from either the person
claiming a benefit (hereafter referred to as "claimant"), or the Company, that a
Participant has either retired, died, become disabled, or terminated the
Participant's employment for any other reason.  Upon receipt of this written
notice, the Committee shall determine the benefits, if any, payable to the
claimant.  The Committee shall communicate in writing to the claimant the
benefits, if any, so determined within ninety (90) days after the date the
Committee receives the written notice described above that a claim has been
filed.  If special circumstances require, the 90-day period set forth in the
preceding sentence may be extended up to a period of ninety (90) additional
days, provided the Committee furnishes the claimant a written notice, prior to
the expiration of the initial 90-day period, of the extension, specifying the
special circumstances requiring the extension and the date by which the
Committee expects to determine the benefits payable, if any.

          (b)  If any claim for benefits is subject to a dispute, partially
denied or wholly denied, the Committee shall provide the claimant a written
notice setting forth in a manner calculated to be understood by the claimant--

(i)                     The specific reason(s) for the benefit determination
     made by the Committee;

(ii)                    Specific reference(s) to pertinent Plan provisions on
     which the benefit determination is based;

(iii)                   A description of any additional material or information
     necessary for the claimant to perfect the claim and an explanation of why
     such material or information is necessary; and

(iv)                    Necessary information as to the requirements for
     submitting the disputed claim for a review under subsection (c) below.

          (c)  A claimant who, upon receipt of the notice set forth in
subsection (b) above, desires a review of the benefit determination made by the
Committee must file not later than sixty (60) days (subject to circumstantial
extensions) after such receipt a written request for a review of the benefit
determination.  Such written request must be filed with the Committee, and the
requested review shall be conducted by the Committee in such a manner so as to
provide the claimant a full and fair review of the claimant's claim and the
initial determination.  Upon receipt by the Committee of a written request for
such a review, the Committee shall advise the claimant in writing that the
claimant or the claimant's duly authorized representative, may review documents
pertinent to the disputed claim and the claimant may submit written issues and
comments to the Committee for consideration during the review.

          The Committee shall review the disputed claim and render a decision
not later than sixty (60) days following the receipt by the Committee of the
written request for a review, unless special circumstances require an extension
of the time for processing, in which case the decision shall be rendered not
later than one hundred twenty (120) days following such receipt.  A written
notice of any such extension shall be furnished to the claimant prior to the
commencement of the extension.

          The Committee shall render its decision on review in writing to the
claimant within the applicable time period set forth in (d) above and shall
include specific reasons for the decision, written in a manner calculated to be
understood by the claimant, as well as references to the pertinent Plan
provisions on which the decision is based.  Should the Committee fail to render
its decision within the applicable time period the claim shall be deemed to have
been denied.

          Section 12.5.  Records.
          -----------------------

          Each Participating Company and each other person performing any
functions in the operation or administration of the Plan or the management or
control of the assets of the Plan shall keep such records as may be necessary or
appropriate in the discharge of their respective functions hereunder, including
records required by ERISA or any other applicable law. Records shall be retained
as long as necessary for the proper administration of the Plan and at least for
any period required by ERISA or other applicable law.

          Section 12.6.  Correction of Errors.
          ------------------------------------

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

          Section 12.7.  Evidence.
          ------------------------

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

          Section 12.8.  Bonding.
          -----------------------

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

          Section 12.9.  Waiver of Notice.
          --------------------------------

          Any notice required hereunder may be waived by the person entitled
thereto.

                               ARTICLE XIII.
                               -------------

                           ARTICLE XIV.   TRUST FUND
                          ---------------------------

          Section 14.1.  Composition.
          ----------------------------

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

          Section 14.2.  The Trust Agreement.
          -----------------------------------

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

          Section 14.3.  Compensation, Reimbursement.
          --------------------------------------------

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

          Section 14.4.  No Diversion.
          ------------------------------

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

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

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

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

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





                ARTICLE XV.   SPECIAL RULES FOR TOP-HEAVY PLANS
                -------------------------------------------------

          Section 15.1.  Top-Heavy Restrictions.
          ---------------------------------------

          Notwithstanding any provision to the contrary herein, in accordance
with Internal Revenue Code Section 416, if the Plan is a top-heavy plan for any
Plan Year, then the provisions of this Section shall be applicable. The Plan is
"top-heavy" for a Plan Year if as of its "determination date" (i.e. the last day
of the preceding Plan Year or the last day of the Plan's first Plan Year,
whichever is applicable), the total present value of the accrued benefits of key
employees (as defined in Code Section 416(i)(1) and applicable regulations)
exceeds sixty percent (60%) of the total present value of the accrued benefits
of all employees under the plan (excluding those of former key employees and
employees who have not performed any services during the preceding five (5) year
period) (as such amounts are computed pursuant to Code Section 416(g) and
applicable regulations using a five percent (5%) interest assumption and a 1971
GAM mortality assumption) unless such plan can be aggregated with other plans
maintained by the applicable controlled group in either a permissive or required
aggregation group and such group as a whole is not top-heavy.  Any
nonproportional subsidies for early retirement and benefit options are counted
assuming commencement at the age at which they are most valuable.  In addition,
a plan is top-heavy if it is part of a required aggregation group which is top-
heavy. Any plan of a controlled group may be included in a permissive
aggregation group as long as together they satisfy the Code Section 401(a)(4)
and 410 discrimination requirements.  Plans of a controlled group which must be
included in a required aggregation group include any plan in which a key
employee participates or participated at any time during the determination
period (regardless of whether the plan has terminated) and any plan which
enables such a plan to meet the Code Section 401(a)(4) or 410 discrimination
requirements.  The present values of aggregated plans are determined separately
as of each plan's determination date and the results aggregated for the
determination dates which fall in the same calendar year.  A "controlled group"
for purposes of this Section includes any group of employers aggregated pursuant
to Code Sections 414(b), (c) or (m).  The calculation of the present value shall
be done as of a valuation date which for a defined contribution plan is the
determination date and for a defined benefit plan is the date as of which
funding calculations are generally made within the twelve month period ending on
the determination date.  Solely for the purpose of determining if the Plan, or
any other plan included in a required aggregation group of which this Plan is a
part, is top-heavy (within the meaning of Code Section 416(g)) the accrued
benefit of an employee other than a key employee (within the meaning of Code
Section 416(i)(1)) shall be determined under (i) the method, if any, that
uniformly applies for accrual purposes under all plans maintained by the
affiliates, or (ii) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of Code Section 411(b)(1)(C).


          Section 15.2.  Minimum Top-Heavy Benefits.
          ------------------------------------------

          If a defined contribution plan is top-heavy in a Plan Year, non-key
employee participants who have not separated from service at the end of such
Plan Year will receive allocations of employer contributions and forfeitures at
least equal to the lesser of three percent (3%) of compensation (as defined in
Code Section 415) for such year or the percentage of compensation allocated on
behalf of the key employee for whom such percentage was the highest for such
year (including any salary reduction contributions).  If a defined benefit plan
is top-heavy in a Plan Year and no defined contribution plan is maintained, the
employer-derived accrued benefit on a life only basis commencing at the normal
retirement age of each non-key employee shall be at least equal to a percentage
of the highest average compensation for five (5) consecutive years, excluding
any years after such Plan permanently ceases to be top-heavy, such percentage
being the lesser of (i) twenty percent (20%) or (ii) two percent (2%) times the
years of service after December 31, 1983 in which a Plan Year ends in which the
Plan is top-heavy.  If the controlled group maintains both a defined
contribution plan and a defined benefit plan which cover the same non-key
employee, such employee will be entitled to the defined benefit plan minimum and
not to the defined contribution plan minimum.

          Section 15.3. Top-Heavy Vesting Requirements.
          ----------------------------------------------

          If the Plan is top-heavy in a Plan Year, the vesting schedule shall
automatically be amended for any employee employed on the first day of such year
or thereafter so that the vested percentage for employer-derived benefits is
equal to the greater of the vesting provided under other provisions of the Plan
or the following schedule:

Years of Service             Nonforfeitable Percentage
- -----------------            -------------------------

     1                                   0%
     2                                  20%
     3                                  40%
     4                                  60%
     5                                  80%
 6 or more                             100%



where "years of service" means the years credited for vesting purposes under the
Plan or, if greater, the years required to be counted under Code Section 411 and
applicable regulation thereto.  If the Plan thereafter ceases to be top-heavy
for a Plan Year, the vesting schedule above shall be disregarded and the
original schedule applied, except with respect to any Participant with three (3)
or more years of service and except that no Participant's vested percentage as
of the end of the prior year shall be decreased.  Any nonvested Participant who
acquires a vested interest in the employer-derived benefit by operation of the
amended vesting schedule shall not be subject thereafter to a cancellation of
service.  Notwithstanding anything in this Section to the contrary, the
amendment of the vesting schedule pursuant to this subsection shall not affect
the calculation of benefit amounts or the determination of benefit commencement
dates hereunder.



                                ARTICLE XVI.
                               --------------

          ARTICLE XVII.   ADOPTION, AMENDMENT, TERMINATION AND MERGER
          ------------------------------------------------------------

          Section 17.1.  Adoption of Plan by Additional Company.
          --------------------------------------------------------

          The Board of Directors may extend the Plan to employees of any
Affiliated Company and their participation shall be effective upon appropriate
action being taken by such Company necessary to adopt the Plan.  In that event,
or if any persons become Eligible Employees of a Participating Company as the
result of merger or consolidation or as the result of acquisition of all or part
of the assets or business of another company, the Board of Directors shall
determine to what extent, if any, previous service with such company shall be
recognized under the Plan.  The following paragraphs shall also be applicable:

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

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

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

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

          Section 17.2.  Amendment.
          -------------------------

          (a)  Subject to the nondiversion provisions of Section 9.4, the Board
of Directors, and the Committee, to the extent set forth in (b), below, may
amend the Plan at any time and, from time to time, with respect to all
Participating Companies.  No amendment of the Plan shall have the effect of
changing the rights, duties and liabilities of the Trustee without its written
consent.  No amendment shall divest a Participant or Beneficiary of benefits
accrued prior to the amendment or eliminate any optional form of benefit.  The
Company agrees that promptly upon adoption of any amendment to the Plan, it will
furnish a copy of the amendment together with a certificate evidencing its due
adoption, to the Trustee then acting and to any other Participating Companies.
No amendment necessary to comply with any applicable law, regulation, or order
of the Internal Revenue Code or ERISA or any other provision of law shall be
considered prejudicial to the rights of any employee or his Beneficiaries.

          (b)  The Committee is hereby delegated authority to amend the Plan in
the following ways:  (i) to make any changes of a technical nature required by
changes in applicable law or regulation or appropriate to the convenient
administration of the Plan that do not constitute material or significant
changes to the design of the Plan; (ii) to add or delete from coverage by the
Plan Participating Companies and groups of Eligible Employees and determine the
terms and conditions of the participation in the Plan of new Participating
Employees and groups of Eligible Employees, consistent with the design of the
Plan as determined by the Board of Directors; and (iii) to amend Exhibit A of
the Plan.  Actions of the Committee hereunder shall be set forth in written
certificate form, signed by the Committee Chair or Secretary, or in written
consent form signed by each member of the Committee, filed with the Secretary of
the Corporation.

          Section 17.3.  Reorganizations of Participating Companies.
          ----------------------------------------------------------

          In the event two (2) or more Participating Companies shall be
consolidated or merged, or in the event one (1) or more Participating Companies
shall acquire the assets of another Participating Company, the Plan shall be
deemed to have continued, without termination and without a complete
discontinuance of contributions, as to all of the Participating Companies
involved in such reorganization and their employees, except that employees whose
Termination of Employment shall occur at the time of and because of such
reorganization shall be entitled to benefits as in the case of a termination of
the Plan.  In such event, in administering the Plan, the corporation resulting
from the consolidation, the surviving corporation in the merger, or the employer
acquiring all of the assets shall be considered as a continuation of the
Participating Companies involved in the reorganization.

          Section 17.4.  Termination.
          ----------------------------

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

          Section 17.5.  Discontinuance of Contributions.
          ------------------------------------------------

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

          Section 17.6.  Rights Upon Termination, Partial Termination and
            Discontinuance of Contributions.
          ----------------------------------------------------------------

           Notwithstanding any other provisions of this Plan, the Vested Balance
of the Profit Sharing Account and Retirement Savings Account of each Participant
shall become one hundred percent (100%) upon termination or partial termination
of the Plan as to a Participating Company, either as provided in Section 11.4 or
by operation of law, or upon a discontinuance of contributions to the Plan by a
Participating  Company, either as provided in Section 11.6 or by operation of
law.

          Section 17.7.  Deferral of Distributions.
          -----------------------------------------

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

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

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

          Section 17.8.  Merger, Consolidation or Transfer of Plan Assets.
          -----------------------------------------------------------------

          In the case of any merger or consolidation of the Plan with any other
plan, or in the case of the transfer of assets or liabilities of the Plan to any
other plan, provision shall be made so that each Participant and Beneficiary
would (if such other plan then terminated) receive a benefit immediately after
the merger, consolidation or transfer which is equal to or greater than the
benefit he would have been entitled to receive immediately before the merger,
consolidation or transfer (if the Plan had then terminated).

                               ARTICLE XVIII.
                               ---------------

         ARTICLE XIX.  FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES
         -------------------------------------------------------------

          Section 19.1.  Fiduciaries.
          ----------------------------

          The Board of Directors, the Committee, any investment manager, and the
Trustee shall be deemed to be the only fiduciaries, named and otherwise, of the
Plan and Trust Fund for all purposes of ERISA.  No named fiduciary designated in
this Section 12.1 shall be required to give any bond or other security for the
faithful performance of its duties and responsibilities with respect to the Plan
and/or Trust Fund, except as may be required from time to time under ERISA.

          Section 19.2.  Allocation of Fiduciary Responsibilities.
          ----------------------------------------------------------

          The fiduciary responsibilities (within the meaning of ERISA) allocated
to each named fiduciary designated in Section 12.1 hereof shall consist of the
responsibilities, duties, authority and discretion of such named fiduciary which
are expressly provided herein and in any related documents.  Each such named
fiduciary may obtain the services of such legal, actuarial, accounting and other
assistants as it deems appropriate, any of whom may be assistants who also
render services to any other named fiduciary, the Plan and/or the Participating
Companies; provided, however, that where such services are obtained, the named
fiduciary shall not be deemed to have delegated any of its fiduciary
responsibilities to any such assistant but shall retain full and complete
authority over and responsibility for any activities of such assistant.  The
Board of Directors, Trustee, any investment manager, Committee and any
individual members thereof shall not be responsible for any act or failure to
act of any other one of them except as may be otherwise specifically provided
under ERISA.

          Section 19.3.  General Limitation on Liability.
          ------------------------------------------------

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

         Section 19.4. Multiple Fiduciary Capacities.
         ---------------------------------------------

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

          Section 19.5.  Responsibility of Insurance Companies.
          -------------------------------------------------------

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

          IN WITNESS WHEREOF, The Manitowoc Company, Inc. has caused these
presents to be executed as of the ____ day of _______________, 2001.


                              THE MANITOWOC COMPANY, INC.




                              By:  ____________________________________

                         Its: __________________________________



                           EXHIBIT A, AS AMENDED, TO

                          THE MANITOWOC COMPANY, INC.

                             401(K) RETIREMENT PLAN



                    (AS RESTATED EFFECTIVE JANUARY 1, 2001)



                        Consolidated Company EVA Formula
                        ---------------------------------


Eligible Employees:  Effective January 1, 2001, all Eligible Employees
are covered by this formula:



Contribution Formula:


Any Company Fixed Contribution made for a Plan Year pursuant to Section 5.5 of
the Plan for employees of a Participating Company shall offset and reduce
the Company Variable Contribution determined in accordance with the
formula described below.

Company Variable Contribution=

(Acutal Consolidated Company EVA -
   Target Consolidated Company EVA)
- --------------------------------------  + 1   X Contribution Target
          Leverage Factor

               = Contribution Rate




Where:

Actual and Target EVA for the consolidated Company are as determined on a
consolidated Company basis but using a leverage factor that is double the
leverage factor used for incentive plan EVA calculations; and

The year 2000 is target equal to the consolidated EVA in the year 2000 Business
Plan; and

The EVA target for the next year is the immediately preceding year's Actual EVA;
and

The Contribution Target is as determined before the beginning of the year by the
Committee, or if no Committee determination is made, the same Contribution
Target as in effect for the Consolidated Company Profit Center for the
immediately preceding year.  Unless prospectively changed by the Committee, the
Contribution Target is 6%.