2002 STOCK PLAN
   1.01  Purpose. This plan shall be known as the Actuant Corporation 2002
Stock Option Plan (the "Plan"). The purpose of the Plan is to provide incentive
for key employees of Actuant Corporation and its Subsidiaries to improve
corporate performance on a long-term basis, and to attract and retain key
   1.02  Effective Date. The effective date of the Plan shall be November 7,
2002, subject to approval of the Plan by the Company's shareholders. Any Award
granted prior to such shareholder approval shall be expressly conditioned upon
such shareholder approval of the Plan.
   2.01  Definitions. For Plan purposes, except where the context clearly
indicates otherwise, the following terms shall have the meanings set forth
      (a)  "Award" shall mean the grant of any form of stock option or
   restricted stock.
      (b)  "Board" shall mean the Board of Directors of the Company.
      (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended from
   time to time.
      (d)  "Committee" shall mean the Compensation Committee of the Board, as
   described in Section 4.01.
      (e)  "Company" shall mean Actuant Corporation, or any entity that is a
   successor to the Company.
      (f)  "Company Stock" shall mean common stock of the Company and such
   other stock and securities as may be substituted therefor pursuant to
   Section 3.02.
      (g)  "Eligible Employee" shall mean any regular salaried employee of the
   Company or a Subsidiary who satisfies all of the requirements of Section
      (h)  "Fair Market Value" on any date shall mean, with respect to Company
   Stock, if the stock is then listed and traded on a registered national
   securities exchange, or is quoted in the NASDAQ National Market System, the
   mean of the high and low sale prices recorded in composite transactions. In
   the absence of reported sales on such date, or if the stock is not so listed
   or quoted, but is traded in the over-the-counter market, "Fair Market Value"
   shall be the mean of the closing bid and asked prices for such shares on
   such date or, if not so reported as obtained from a bona fide market maker
   in such shares.
      (i)  "Grantee" shall mean any person who has been granted an Award, under
   the Plan.
      (j)  "Option Period" shall mean the period of time provided pursuant to
   Section 6.04 within which a stock option may be exercised.
      (k)  "Subsidiary" shall mean any corporation now or hereafter in
   existence in which the Company owns, directly or indirectly, a voting stock
   interest of more than fifty percent (50%).
   3.01  Available Shares. The total number of shares of Company Stock that may
be issued under the Plan shall in the aggregate not exceed five hundred
thousand (500,000) shares. Shares subject to and not issued under an option
which expires, terminates, is canceled or forfeited for any reason under the
Plan and shares of restricted Company Stock which have been forfeited before
the Grantee has received any benefits of ownership, such as dividends from the
forfeited shares, shall again become available for the granting of Awards.
   3.02  Changes in the Number of Available Shares. If any stock dividend is
declared upon the Company Stock, or if there is any stock split, stock
distribution, or other recapitalization of the Company with respect to the
Company Stock, resulting in a split or combination or exchange of shares, the
aggregate number and kind of shares which may thereafter be offered under the
Plan shall be proportionately and approximately adjusted and the number and
kind of shares then subject to options granted to employees under the Plan and
the per share option price therefor shall be proportionately and appropriately
adjusted, without any change in the aggregate purchase prices to be paid
   4.01  Administration by the Committee. The Plan shall be administered by the
Compensation Committee of the Board, or such other committee of the Board as
the Board may from time to time determine. The Committee shall be constituted
so as to permit the Plan to comply with the provisions of Rule 16b-3 under the
Securities Exchange Act of 1934 (or any successor rule) and Section 162(m) of
the Code.
   4.02  Committee Powers. The Committee is empowered to adopt such rules,
regulations and procedures and take such other action as it shall deem
necessary or proper for the administration of the Plan and, in its discretion,
may modify, extend or renew any option theretofore granted; provided, however
that the Committee may not amend any such option to reduce the exercise price.
The Committee shall also have authority to interpret the Plan, and the decision
of the Committee on any questions concerning the interpretation of the Plan
shall be final and conclusive. The Committee may consult with counsel, who may
be counsel for the Company, and shall not incur any liability for any action
taken in good faith in reliance upon the advice of counsel. The Committee may
adopt such procedures and subplans as are necessary or appropriate to permit
participation in the Plan by Eligible Employees who are foreign nationals or
employed outside of the United States.
   Subject to the provisions of the Plan, the Committee shall have full and
final authority to:
      (a)  designate the persons to whom Awards shall be granted;
      (b)  grant Awards in such form and amount as the Committee shall
      (c)  impose such limitations, restrictions and conditions upon any such
   Award as the Committee shall deem appropriate, and
      (d)  waive in whole or in part any limitations, restrictions or
   conditions imposed upon any such Award as the Committee shall deem
   5.01  Eligibility. Key employees of the Company and its Subsidiaries
(including officers and employees who may be members of the Board) who, in the
sole opinion of the Committee, contribute significantly to the
growth and success of the Company or a Subsidiary shall be eligible for Awards
under the Plan. From among all such Eligible Employees, the Committee shall
determine from time to time those Eligible Employees to whom Awards shall be
granted. No Eligible Employee may be granted an Award or Awards covering more
than one hundred thousand (100,000) shares of Company Stock in any calendar
year. No Eligible Employee shall have any right whatsoever to receive an Award
unless so determined by the Committee.
   5.02  No Employment Rights. The Plan shall not be construed as conferring
any rights upon any person for a continuation of employment, nor shall it
interfere with the rights of the Company or any Subsidiary to terminate the
employment of any person or to take any other action affecting such person.
   6.01  General. Stock options granted under the Plan may be in the form of
incentive stock options (within the meaning of the Code) or nonqualified stock
options. Each option granted under the Plan shall be evidenced by a stock
option agreement between the Company and the Grantee which shall contain the
terms and conditions required by this Article VI, and such other terms and
conditions, not inconsistent herewith, as the Committee may deem appropriate in
each case.
   6.02  Option Price. The price at which each share of Company Stock covered
by an option may be purchased shall be determined in each case by the Committee
and set forth in each stock option agreement. In no event shall such price be
less than one hundred percent (100%) of the Fair Market Value of the Company
Stock when the option is granted. Employees who own, directly or indirectly,
within the meaning of Code 425(d), more than 10% of the voting power of all
classes of stock of the Company or any parent or subsidiary corporation shall
not be eligible to receive an incentive stock option hereunder unless the
purchase price per share under such option is at least 110% of the Fair Market
Value of the stock subject to the option and such option by its terms is not
exercisable after the expiration of 5 years from the date such option is
   6.03  Date Option Granted. For purposes of the Plan, a stock option shall be
considered as having been granted on the date on which the Committee authorized
the grant of the option, except where the Committee has designated a later
date, in which event the later date shall constitute the date of grant of the
option; provided, however, that in either case notice of the grant of the
option shall be given to the employee within a reasonable time.
   6.04  Period for Exercise. Each stock option agreement shall state the
period or periods of time within which the option may be exercised by the
Grantee, in whole or in part, which shall be the period or periods of time as
may be determined by the Committee, provided that:
   (a)  No option granted under this Plan may be exercised prior to shareholder
approval of the Plan,
   (b)  No Option Period for an incentive stock option may exceed ten (10)
years from the date the option is granted, and
   (c)  No option may be treated as an incentive stock option unless the
Grantee exercises the option while employed by the Company or a Subsidiary or
within three months after termination of employment, or if termination is
caused by death or disability, within one year after such termination.
   6.05  Special Rule for Incentive Stock Options. For so long as Section 422
(or any successor provision) of the Code so provides, the aggregate Fair Market
Value (determined as of the date the incentive stock option is
granted) of the number of shares with respect to which incentive stock options
are exercisable for the first time by a Grantee during any calendar year shall
not exceed One Hundred Thousand Dollars ($100,000) or such other limit as may
be required by the Code.
   6.06  Method of Exercise. Subject to Section 6.04, each option may be
exercised in whole or in part from time to time as specified in the stock
option agreement. Each Grantee may exercise an option by giving written notice
of the exercise to the Company, specifying the number of shares to be
purchased, accompanied by payment in full of the purchase price therefor. The
purchase price may be paid in cash, by check, or, with the approval of the
Committee, by delivering shares of Company Stock which have been beneficially
owned by the Grantee, the Grantee's spouse, or both of them for a period of at
least six months prior to the time of exercise ("Delivered Stock") or a
combination of cash and Delivered Stock. Delivered Stock shall be valued at its
Fair Market Value determined as of the date of exercise of the option. No
Grantee shall be under any obligation to exercise any option hereunder. The
holder of an option shall not have any rights of a stockholder with respect to
the shares subject to the option until such shares shall have been delivered to
him or her.
   6.07  Merger, Consolidation or Reorganization. In the event of a merger,
consolidation or reorganization with another corporation in which the Company
is not the surviving corporation, the Committee may, subject to the approval of
the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company hereunder, take action
regarding each outstanding and unexercised option pursuant to either clause (a)
or (b) below:
      (a)  Appropriate provision may be made for the protection of such option
   by the substitution on an equitable basis of appropriate shares of the
   surviving corporation, provided that the excess of the aggregate Fair Market
   Value of the shares subject to such option immediately before such
   substitution over the exercise price thereof is not more than the excess of
   the aggregate fair market value of the substituted shares made subject to
   option immediately after such substitution over the exercise price thereof;
      (b)  The Committee may cancel such option. In such event, the Company, or
   the corporation assuming the obligations of the Company hereunder, shall pay
   the employee an amount of cash (less normal withholding taxes) equal to the
   excess of the highest Fair Market Value per share of the Company Stock
   during the 60-day period immediately preceding the merger, consolidation or
   reorganization over the option exercise price, multiplied by the number of
   shares subject to such option.
   6.08  Substitute Options. Notwithstanding the provisions of Sections 6.02
and 6.03 above, in the event that the Company or a Subsidiary consummates a
transaction described in Section 424(a) of the Code (e.g., the acquisition of
property or stock from an unrelated corporation), persons who become Eligible
Employees on account of such transaction may be granted options in substitution
for options granted by their former employer. If such substitute options are
granted, the Committee, in its sole discretion and consistent with Section
424(a) of the Code, may determine that such substitute options shall have an
exercise price less than one hundred (100%) of the Fair Market Value of the
shares on the grant date.
   6.09  Deferral of Stock Option Gain. The Committee may permit, in its
discretion, an optionee who exercises a stock option to defer the taxable
income attributable to such exercise. In the event the Committee elects to
permit such deferrals, the Committee shall identify the optionees to whom such
deferral elections shall be made available and establish procedures for
implementing such deferrals. An optionee who defers a stock option gain under
this Plan or any other Company stock option plan shall be credited with deemed
dividends under this Plan on such terms as the Committee shall prescribe. All
deferrals which are permitted under this section and all deemed dividends shall
be distributed in Actuant Corporation common stock.
   7.01  Administration. Shares of restricted stock may be issued either alone
or in addition to other Awards granted under the Plan; provided that a maximum
of 50,000 shares of restricted stock may be granted in any calendar year. The
Committee shall determine the Eligible Employees to whom and the time or times
at which grants of restricted stock will be made, the number of shares to be
awarded, the time or times within which such Awards may be subject to
forfeiture and any other terms and conditions of the Awards. The Committee may
condition the grant of restricted stock upon the attainment of specified levels
of revenue, earnings per share, net income, return on assets, return on sales,
customer satisfaction, stock price, costs, individual performance measures or
such other factors or criteria as the Committee shall determine. The provisions
of restricted stock Awards need not be the same with respect to each recipient.
   7.02  Awards and Certificates. Each individual receiving a restricted stock
Award shall be issued a certificate in respect of such shares of restricted
stock. Such certificate shall be registered in the name of such individual and
shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Award, substantially in the following form:
   "The transferability of this certificate and the shares of stock represented
   hereby are subject to the terms and conditions (including forfeiture) of the
   Actuant Corporation Stock Plan and a Restricted Stock Agreement. Copies of
   such Plan and Agreement are on file at the offices of Actuant Corporation."
The Committee may require that the certificates evidencing such shares be held
in custody by the Company until the restrictions thereon shall have lapsed and
that, as a condition of any restricted stock Award, the Grantee shall have
delivered a stock power, endorsed in blank, relating to the Company Stock
covered by such Award.
   7.03  Terms and Conditions. Shares of restricted stock shall be subject to
the following terms and conditions:
      (a) Restricted stock Awards that are conditioned upon the Grantee's
   continued employment with the Company may not become fully vested earlier
   than three years from the date of grant and restricted stock Awards that are
   based upon performance factors may not become fully vested prior to one year
   from the date of grant.
      (b) Until the applicable restrictions lapse, the Grantee shall not be
   permitted to sell, assign, transfer, pledge or otherwise encumber shares of
   restricted stock.
      (c) The Grantee shall have, with respect to the shares of restricted
   stock, all of the rights of a stockholder of the Company, including the
   right to vote the shares and the right to receive any cash dividends. Unless
   otherwise determined by the Committee, cash dividends shall be automatically
   paid in cash and dividends payable in Company Stock shall be paid in the
   form of additional restricted stock.
      (d) Except to the extent otherwise provided in the applicable Restricted
   Stock Agreement and (e) below, all shares still subject to restriction shall
   be forfeited by the Grantee upon termination of a Grantee's employment for
   any reason.
      (e) In the event of hardship or other special circumstances of a Grantee
   whose employment is involuntarily terminated (other than for cause), the
   Committee may waive in whole or in part any or all remaining restrictions
   with respect to such Grantee's shares of restricted stock.
      (f) If and when the applicable restrictions lapse, unlegended
   certificates for such shares shall be delivered to the Grantee.
      (g) Each Award shall be confirmed by, and be subject to the terms of, a
   Restricted Stock Agreement.
   8.01  General Rule. Pursuant to applicable federal and state laws, the
Company is or may be required to collect withholding taxes upon the exercise of
an option or the lapse of stock restrictions. The Company may require, as a
condition to the exercise of an option or the issuance of a stock certificate,
that the Grantee concurrently pay to the Company (either in cash or, at the
request of Grantee but in the discretion of the Committee and subject to such
rules and regulations as the Committee may adopt from time to time, in shares
of Delivered Stock) the entire amount or a portion of any taxes which the
Company is required to withhold by reason of such exercise or lapse of
restrictions, in such amount as the Committee or the Company in its discretion
may determine.
   8.02  Withholding from Shares to be Issued. In lieu of part or all of any
such payment, the Grantee may elect, subject to such rules and regulations as
the Committee may adopt from time to time, or the Company may
   require that the Company withhold from the shares to be issued that number
of shares having a Fair Market Value equal to the amount which the Company is
required to withhold.
   8.03  Special Rule for Insiders. Any such request or election (to satisfy a
withholding obligation using shares) by an individual who is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 shall be made
in accordance with the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
   9.01  Nontransferability. No Award shall be transferable by a Grantee
otherwise than by will or the laws of descent and distribution, provided that
in accordance with Internal Revenue Service guidance, the Committee, in its
discretion, may grant nonqualified stock options that are transferable, without
payment of consideration, to family members of the Grantee or to trusts or
partnerships for such family members. The Committee may also amend outstanding
stock options to provide for such transferability.
   9.02  General Restriction. Each Award shall be subject to the requirement
that if at any time the Board or the Committee shall determine, in its
discretion, that the listing, registration, or qualification of securities upon
any securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the issue or
purchase of securities thereunder, such Award may not be exercised in whole or
in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board or the Committee.
   9.03  Expiration and Termination of the Plan. The Plan will terminate ten
(10) years after the effective date of the Plan, except as to Awards then
outstanding under the Plan, which Awards shall remain in effect until they have
been exercised, the restrictions have lapsed or the Awards have expired or been
forfeited. The Plan may be abandoned or terminated at any time by the Board of
Directors of the Company, except with respect to any Awards then outstanding
under the Plan.
   9.04  Amendments. The Board may from time to time amend, modify, suspend or
terminate the Plan; provided, however, that no such action shall be made
without shareholder approval where such change would be required in order to
comply with Rule 16b-3 under the Securities Exchange Act of 1934 (or any
successor rule) or the Code, increase the number of shares available for
issuance (other than as provided in Section 3.02), or decrease the minimum
option price under Section 6.02. Subject to the terms and conditions and within
the limitations of the Plan, the Committee may modify, extend or renew
outstanding Awards granted under the Plan, accept the surrender of outstanding
options (to the extent not theretofore exercised), or authorize the granting of
new options in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, no modification of an Award (either directly or
through modification of the Plan) shall, without the consent of the Grantee,
alter or impair any rights of the Grantee under the Award.
   9.05  Construction. Except as otherwise required by applicable federal laws,
the Plan shall be governed by, and construed in accordance with, the laws of
the State of Wisconsin.