<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>dex991.txt
<DESCRIPTION>ACTUANT CORP OUTSIDE DIRECTORS'  PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1
                                                                      (Form S-8)

                               ACTUANT CORPORATION
                               OUTSIDE DIRECTORS'
                           DEFERRED COMPENSATION PLAN

Section 1.  Definitions
            -----------

The following words and terms shall have the indicated meanings wherever they
appear in the Plan:

1.1.        "Annual Deferral Amount" shall mean that portion of a Participant's
            compensation that a Participant elects to have and is actually
            deferred for any annual term of office.

1.2.        "Board of Directors", "Directors" or "Director" shall mean,
            respectively, the Board of Directors, the Directors or a Director of
            the Company.

1.3.        "Committee" shall mean the Compensation Committee of the Board of
            Directors.

1.4.        "Company" shall mean Actuant Corporation

1.5.        "Deferred Shares" shall mean the units credited to Deferred Shares
            Accounts. The Market Price of Deferred Shares shall be equal to the
            Market Price of Shares.

1.6.        "Deferred Shares Account" or "Account" shall mean the separate
            account established under the Plan for each Participant, as
            described in Section 3.2.

1.7.        "Market Price" shall mean the closing sale price for Shares on a
            specified date or, if Shares were not then traded, on the most
            recent prior date when Shares were traded, all as is quoted in The
                                                                           ---
            Wall Street Journal reports of New York Stock Exchange Composite
            -------------------
            Transactions.

1.8.        "Notice Form" shall mean the form attached hereto and marked as
            Exhibit A or any other document which incorporates information
            substantially similar to Exhibit A.

1.9.        "Participant" shall mean each Director of the Company who
            participates in the Plan in accordance with its terms and
            conditions.

1.10.       "Plan" shall mean the Actuant Corporation Outside Directors'
            Deferred Compensation Plan as set forth herein, or as it may be
            amended from time to time by the Board of Directors.

1.11.       "Shares" shall mean shares of Common Stock of the Company.

1.12.       "Short-Term Payout" shall mean the payout set forth in Section 4.

1.13.       "Treasurer" shall mean the Treasurer of the Company who shall have
            responsibility for those functions assigned under the Plan.

Section 2.  Participation
            -------------

2.1.        Each Director who receives compensation under Section 3.1 is
            eligible to participate in the Plan.


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2.2.        (a) Each eligible Director may elect to participate in the Plan by
            giving a properly completed Notice Form to the Treasurer. The
            effective date for his participation in the Plan shall be the time
            of his election to that office for the ensuing term. Such election
            shall remain in effect until (x) the termination of the
            Participant's services as a Director, or (y) he provides a
            subsequent Notice Form to the Treasurer requesting the termination
            or the modification of such election.

            (b) Except as provided in Sections 2.2(c), an election to modify a
            prior election to defer compensation shall operate only
            prospectively and must be made by the Participant prior to the
            commencement of the term of office to which such compensation
            pertains. An election to terminate a prior election can be made at
            any time. After such termination, a re-election to start deferrals
            is treated like a modification and notice of such must be received
            prior to the commencement of the term of office to which such
            compensation pertains.

            (c) A Participant may change his beneficiary at any time by
            providing a Notice Form to the Treasurer. A Participant may change
            the method or time of payment of compensation at any time by
            providing a Notice Form to the Treasurer, however; such change
            shall apply only to prospective deferrals.

Section 3.  Compensation Deferred
            ---------------------

3.1.        A Participant may elect that the payment of all or a specified
            portion of the compensation otherwise payable to him in cash for
            services as a Director be deferred until such time as elected by
            the Participant pursuant to the terms of this Plan. Such
            compensation includes retainer fees and attendance fees but does
            not include travel expense allowance or any other expense
            reimbursement. At the time of making any such election, a
            Participant shall elect that such compensation be deferred in the
            form of a Deferred Shares Account.

3.2.        (a) A Deferred Shares Account shall be established for each
            Participant which shall be credited with the number of Shares that
            could be acquired with the amount deferred by the Participant under
            Section 3.1 above. (b) In the event of a reorganization,
            recapitalization, stock split, stock dividend, combination of
            shares, merger, consolidation, rights offering or any other change
            in the corporate structure or Shares of the Company, the Committee
            shall make such adjustment, if any, as it may deem appropriate in
            the number and kinds of Deferred Shares credited to the Deferred
            Shares Account.

3.3.        Each Participant will receive a statement of the balance in his
            Account not less frequently than annually.

Section 4.  Short Term Payout
            -----------------

4.1.        A participant may elect to receive a future Short-Term Payout from
            the Plan with respect to the Annual Deferral Amount. The Short-Term
            Payout shall be a lump sum distribution of Shares equal to the
            number of the Deferred Shares in the Deferred Shares Account.
            Subject to the other terms and conditions of this Plan, each
            Short-Term Payout elected shall be paid within 60 days of the
            earlier of (i) the date selected by the Participant (which must be
            at least 5 years after the date of the Participant's deferral
            election), or (ii) the date the Participant ceases to be a
            Director. A properly completed election form making an irrevocable
            request for a Short-Term Payout is required to be submitted to the
            Treasurer prior to the term of office for which the Annual Deferral
            Amount relates.

Section 5.  Payment of Deferred Compensation
            --------------------------------

5.1.        Upon the termination of a Participant's services as a Director, the
            payment of the Deferred Shares remaining in his Deferred Shares
            Account shall commence within 60 days following the date the
            Participant ceases to be a Director and shall be paid in accordance
            with the method elected by the Participant on the applicable Notice
            Form or Forms, as provided in Section 5.2.

5.2.        Subject to Section 2.2 and this Section 5, and except as provided
            in Section 4.1 a Participant may elect any of the following methods
            of payment of the balance or balances in his Account:

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                      (a) a lump sum distribution of Shares equal to the number
                      of Deferred Shares in such account on the last business
                      day before such payment, plus a cash payment equal to the
                      amount of any excess which it has not been possible to
                      convert into Deferred Shares in accordance with Section
                      3.2(a); or

                      (b) distributions in annual installments for a term of
                      five or ten years, in each case in Shares equal to the
                      number of Deferred Shares in such Account on the last
                      business day before such distribution. The installment
                      shares will be calculated by prorating the total number of
                      Deferred Shares in the Deferred Shares Account equally
                      over the applicable payout period. The last such payment
                      will include a cash payment equal to the amount of any
                      excess which it has not been possible to convert into
                      Deferred Shares in accordance with Section 3.2(a) as well
                      as the dividends earned on the undistributed Deferred
                      Shares during the installment payout period.

5.3.         In the event of a Participant's death before the balance in his
             Account is fully paid out:

             (a) Payment of such balance shall be made to the beneficiary or
             beneficiaries designated by the Participant or, if the Participant
             has made no such designation or no beneficiary survives, to the
             Participant's estate. In either case, such payment shall be made in
             the same manner as provided with respect to payments to the
             Participant.

             (b) If the balance in any such Account is to be paid to the estate
             of the Participant in installments, the Committee may, at its
             discretion and upon receipt of an application therefor from the
             duly appointed administrator or executor of such estate, direct
             that the balance in the Account be paid to the estate in a lump sum
             at such time as is specified by the Committee.

Section 6.   General
             -------

6.1.         The Company shall establish a rabbi trust (the "Trust") to fund its
             future liability under the Plan. The Plan terms shall govern the
             rights of a Participant to receive distributions from the Plan. The
             Trust terms shall govern the rights of the Company, Participants
             and the creditors of the Company to the Trust assets. Participants
             and their beneficiaries shall have no legal or equitable rights,
             interests or claims in any property or assets of the Company. The
             right of any Participant or beneficiary to receive payment of any
             unpaid balance in any Account of the Participant shall be an
             unsecured claim against the general assets of the Company.

6.2.         During a Participant's lifetime, any payment under the Plan shall
             be made only to him. No sum or other interest under the Plan shall
             be subject in any manner to anticipation, alienation, sale,
             transfer, assignment, pledge, encumbrance or charge, and any
             attempt by a Participant or any beneficiary under the Plan to do so
             shall be void. No interest under the Plan shall in any manner be
             liable for or subject to the debts, contracts, liabilities,
             engagements or torts of a Participant or beneficiary entitled
             thereto.

6.3.         Except as otherwise provided herein, the Plan shall be administered
             by the Committee which shall have the authority, subject to the
             express provisions of the Plan, to adopt, amend and rescind rules
             and regulations relating to the Plan, and to interpret, construe
             and implement the provisions of the Plan.

6.4.         The Plan may at any time or from time to time be amended, modified,
             or terminated by the Board of Directors, provided that no
             amendment, modification or termination shall (a) adversely affect
             the balance in a Participant's Deferred Shares Account without his
             consent or (b) permit payment of such balance prior to the date
             specified pursuant to Sections 4.1 and 5.2 (except for payments
             provided in Section 5.3) without his consent.

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