THE MANITOWOC COMPANY, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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The Manitowoc Company, Inc.

Supplemental Executive Retirement Plan

Whereas, the Manitowoc Company, Inc., a Wisconsin corporation (the “Company”), deems it desirable to adopt a supplemental executive retirement plan for its key employees.

Now, therefore, the Company hereby establishes this amended and restated version of The Manitowoc Company, Inc. Supplemental Executive Retirement Plan (the “Plan”) as follows:

ARTICLE 1
Plan Purpose

The purpose of this Plan is to attract and retain key management employees by supplementing their retirement income. The key management employees of the Company who participate in this Plan (“Participants”) will be selected by and designated in writing by the Compensation Committee of the Board.

This Plan is an unfunded target benefit plan. A target benefit plan is similar to a defined contribution plan. An annual contribution credit is calculated for each Participant as a level percent of pay. Such accumulated Annual Contribution Credit, accumulated at the Plan’s assumed rate of investment return, is expected to fund a life annuity in an amount equal to a target benefit payable as a life annuity under assumptions defined in this Plan. A Participant’s benefit is the Account Balance maintained for a Participant by the Company. Distributions from this Plan shall be processed as set forth in Article 5.

The Plan is hereby amended and restated to reflect the requirements of Code Section 409A as of January 1, 2005, the Company’s good faith compliance with Code Section 409A between October 3, 2004 and December 31, 2008 and other interim Plan amendments.  All benefits that were earned and vested on or before December 31, 2004 are “grandfathered” within the meaning of IRS Notice 2005-1 and any provision in this restated Plan document that would otherwise cause such grandfathered amounts to be “materially modified” at anytime after October 3, 2004 shall be deemed amended or deleted to the extent necessary to ensure that those amounts do not become subject to Code Section 409A

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ARTICLE 2
Definitions

2.1.           “Account Balance” is an account maintained for each Participant which reflects the accumulation of the Annual Contribution Credits and the Investment Credits earned under the Plan.

2.2.           “Actuarial Equivalent” shall mean a single payment or a series of payments that have the same value as another single payment or series of payments. For purposes of this Plan, any Actuarial Equivalence for payments made shall reflect a 9.0% interest rate and life annuity values shall reflect mortality based upon the 1994 Uninsured Pensioners Mortality Table.

2.3.           “Actuary” is an enrolled actuary hired by the Plan Administrator to calculate the Annual Contribution Credit under the Plan.

2.4.           “Administrator” shall mean the Plan’s administrator, as defined in Article 6.

2.5.           “Annual Contribution Credit” is the amount calculated under Article 3 and credited to each Participant’s Account Balance.

2.6.           “Board” refers to the board of directors of the Company.

2.7.           “Change in Control” means: (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) of the ownership of 25% or more of either (i) the then outstanding shares of common stock of the Company or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; (b) a

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change in the majority of the Board; or (d) a major corporate transaction, such as a merger, sale of substantially all of the Company’s assets or a liquidation, which results in a change in the majority of the Board or a majority of stockholders. For Non-Grandfathered Accounts, a “Change of Control” means the first event that would be a “Change of Control” under the preceding definition  and which would also satisfy the requirements of Code Section 409A(a)(2)(A)(v).

2.8.           “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.     .

2.9.           “Company” shall mean The Manitowoc Company, Inc. a Wisconsin corporation and its successors.

2.10.         “Compensation” shall mean, for any Plan Year, a Participant’s regular base salary established by the Company as of December 31 (including elective deferrals that are excluded from gross income and are payable to a plan described in Section 401(k) or Section 125 of the Internal Revenue Code) plus actual bonus awards earned for the Plan Year. Compensation shall not include commissions, the value of fringe benefits and other special awards or payments.

2.11.         “Final Average Compensation Target” shall mean the average of the Participant’s projected Compensation for the five consecutive calendar year period when the Participant receives or is projected to receive his highest average Compensation prior to the Participant’s Target Retirement Date.  Projected Compensation will be determined by increasing the current Compensation for each year in the future by 6.0%, compounded annually, until the Plan Year preceding the Participant’s Target Retirement Date.  To the

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extent that a Participant works past his Target Retirement Date, his Final Average Compensation Target will continue to be adjusted for increases in Compensation after the Target Retirement Date.

2.12.         “Grandfathered Account” refers to all or any part of a Participant’s Account Balance that was earned and fully vested as of December 31, 2004, calculated based upon the terms of the Plan in effect on October 3, 2004.   If, at any time, this Plan, any agreement, any form or any other administrative policy is amended or interpreted to cause a “material modification” that would cause a Grandfathered Account to be subject to Code Section 409A, such amendment, interpretation or change shall be deemed amended or modified to the extent that no Grandfathered Amount will be subject to Code Section 409A.  If necessary to avoid the application of Code Section 409A or to provide guidance as the result of the application of the preceding provisions, the terms of the Plan, as in effect on October 3, 2004, shall apply to all Grandfathered Accounts.

2.13.         “Investment Credit” is the annual increase in a Participant’s Account Balance on December 31 equal to 9.0% of the Account Balance as of January 1 of the same Plan Year.

2.14.         “Non-Grandfathered Account” refers to all or any part of a Participant’s Account Balance that was not earned and fully vested as of December 31, 2004, according to the terms of the Plan in effect on October 3, 2004.  Non-Grandfathered Accounts are subject to Code Section 409A and the provisions of this Plan shall be interpreted and applied with the intent to ensure that no benefits are subject to taxation before the date when such benefits are paid to a Participant or Beneficiary.  Nothing in this Plan, any agreement, any form or

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related document shall be construed or interpreted as a guarantee of any particular tax consequences.

2.15.         “Normal Retirement Date” is the first day of the month following age 65.

2.16.         “Plan” means The Manitowoc Company, Inc. Supplemental Executive Retirement Plan established January 1, 2000, restated effective January 1, 2009 and set forth herein, as amended from time to time.

2.17.         “Plan Year” shall be the calendar year.

2.18.         “Substantial Employment Change” shall mean following a Change in Control: (a) a Participant’s employment is terminated without cause; (b) a negative, fundamental or material change is made in a Participant’s duties or responsibilities; (c) a Participant’s salary or other material compensation or benefits are reduced and such decrease is not related to Company or individual performance; (d) a Participant is required to materially relocate his or her residence or principal office location against his or her will; or (e) a Participant is not offered a comparable position with a successor entity.

2.19.         “Target Retirement Benefit” is fifty-five percent (55%) of a Participant’s Final Average Compensation Target.  For any executive who becomes a Participant after December 31, 2008 and whose projected total service at his Target Retirement Date is less than 25 years, his Target Retirement Benefit will be 55% of the Participant’s Final Average Compensation Target times the  Participant’s projected total service with the Company at his Target Retirement Date divided by 25.  If a Participant whose Target Retirement Benefit was reduced under the preceding provision works past his Target Retirement

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Date, then his Target Retirement Benefit will be 55% of the Participant’s Final Average Compensation Target times the Participant’s actual years of service with the Company, not to exceed 25, divided by 25.  Total service is all service as an employee of the Company and will be based upon complete months and years of projected or actual service.  If the Company adopts any other employer-provided defined benefit retirement plan, the actuarial equivalent of such benefit payable as a level life annuity will be subtracted from the Target Retirement Benefit.

2.20.         “Target Retirement Date” is the earlier of the Normal Retirement Date and the first of the month following the date on which the Participant’s attained age plus years of service with the Company equals 80. Attained age and years of service will be calculated in years and complete months.

ARTICLE 3
Annual Contribution Credit

3.1.           The Company shall have an Actuary calculate the Annual Contribution Credit in accordance with this Article 3. Such Annual Contribution Credit shall be credited to a Participant’s Account Balance as of December 31 of each Plan Year prior to the Participant’s Target Retirement Date, provided the Participant is an employee on December 31 of the Plan Year.

3.2.           The Annual Contribution Credit shall be calculated at the end of each Plan Year as follows:

(a)    Calculate the Tar