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<SEC-DOCUMENT>0000950131-02-002177.txt : 20020524
<SEC-HEADER>0000950131-02-002177.hdr.sgml : 20020524
<ACCEPTANCE-DATETIME>20020524150959
ACCESSION NUMBER:		0000950131-02-002177
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20020524
EFFECTIVENESS DATE:		20020524

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACTUANT CORP
		CENTRAL INDEX KEY:			0000006955
		STANDARD INDUSTRIAL CLASSIFICATION:	MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590]
		IRS NUMBER:				390168610
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-89068
		FILM NUMBER:		02662182

	BUSINESS ADDRESS:	
		STREET 1:		6101 N. BAKER RD.
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53209
		BUSINESS PHONE:		4143524160

	MAIL ADDRESS:	
		STREET 1:		6101 N BAKER RD.
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53209

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	APPLIED POWER INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	APPLIED POWER INDUSTRIES INC
		DATE OF NAME CHANGE:	19730123
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>

                                                        Registration No. 333-___

      As filed with the Securities and Exchange Commission on May 24, 2002
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               ACTUANT CORPORATION
             (Exact name of registrant as specified in its charter)

                   WISCONSIN                                  39-0168610
        (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                   Identification No.)

              6100 North Baker Road
               Milwaukee, Wisconsin                             53209
     (Address of Principal Executive Offices)                 (Zip Code)

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

                               ACTUANT CORPORATION
                           OUTSIDE DIRECTORS' DEFERRED
                                COMPENSATION PLAN
                            (Full title of the plan)

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

               ANDREW G. LAMPEREUR                            Copy to:
    Vice President and Chief Financial Officer        WALTER J. SKIPPER, ESQ.
               Actuant Corporation                      Quarles & Brady LLP
               6100 North Baker Road                 411 East Wisconsin Avenue
            Milwaukee, Wisconsin 53209               Milwaukee, Wisconsin 53202

                     (Name and address of agent for service)

                                 (414) 352-4160
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                             Proposed
                                                             maximum       Proposed maximum
                                           Amount to be   offering price      aggregate          Amount of
  Title of Securities to be registered    registered (1)   per share (2)  offering price (2)  registration fee
- --------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>             <C>                  <c>
Class A Common Stock, par value $.20 per      100,000        $39.125          3,912,500            $360
share
==============================================================================================================
</TABLE>

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933 (the
         "Securities Act"), this Registration Statement also relates to such
         indeterminate number of additional shares of Class A Common Stock of
         the Registrant as may be issuable as a result of stock splits, stock
         dividends or similar transactions, as described in the Plan.

(2)      Pursuant to Rule 457(h), estimated solely for the purpose of computing
         the registration fee, based upon $39.125 per share, which is the
         average of the high and low sales prices of the Class A Common Stock
         reported on the New York Stock Exchange Composite Tape on May 22, 2002.

================================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents have been previously filed by Actuant
Corporation (the "Registrant") (Commission File No. 1-11288) with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and are incorporated herein by reference:

         .   The Registrant's Annual Report on Form 10-K for the fiscal year
             ended August 31, 2001.

         .   The Registrant's Quarterly Reports on Form 10-Q for the quarters
             ended November 30, 2001 and February 28, 2002.

         .   The Registrant's Current Reports on Form 8-K dated February 7, 2002
             and May 23, 2002.

         .   The Registrant's Current Report on Form 8-K dated August 12, 1998,
             including specifically the description of the Common Stock in Item
             5 thereof, which updates and supersedes the description of the
             Common Stock contained in the Registrant's Registration Statement
             on Form 8-A filed on August 11, 1987, as previously updated by the
             Registrant's Current Report on Form 8-K dated January 28, 1991; and
             any amendment or report filed for the purpose of updating such
             description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from their
respective dates of filing.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

Item 4.  Description of Securities.

         Not applicable. See filings listed in Item 3 above.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the securities registered hereunder will be passed upon
for the Registrant by Quarles & Brady LLP, the Registrant's legal counsel. The
Registrant's Secretary, Anthony W. Asmuth III, is a partner of Quarles & Brady
LLP and owns shares in the Registrant.

Item 6.  Indemnification of Officers and Directors.

         The Registrant is incorporated under the Wisconsin Business Corporation
Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Registrant is required
to indemnify a director or officer, to the extent such person is successful on
the merits or otherwise in the defense of a proceeding, for all reasonable
expenses incurred in the proceeding if such person was a party because he or she
was a director or officer of the Registrant. In all other cases, the Registrant
is required

<PAGE>

by Section 180.0851(2) of the WBCL to indemnify a director or officer against
liability incurred in a proceeding to which such person was a party because he
or she was an officer or director of the Registrant, unless it is determined
that he or she breached or failed to perform a duty owed to the Registrant and
the breach or failure to perform constitutes: (i) a willful failure to deal
fairly with the Registrant or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause to believe
that his or her conduct was unlawful; (iii) a transaction from which the
director or officer derived an improper personal profit; or (iv) willful
misconduct. Section 180.0851(1) of the WBCL provides that, subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director or
officer may have under the Registrant's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

         Under Section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of an improper dividend
or other distribution to shareholders to which they assented are entitled to
contribution from other directors who assented to such distribution and from
shareholders who knowingly accepted the improper distribution, as provided
therein.

         Article VIII of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL. Directors and officers of the
Registrant are also covered by directors' and officers' liability insurance
under which they are insured (subject to certain exceptions and limitations
specified in the policy) against expenses and liabilities arising out of the
proceedings to which they are parties by reason of being or having been
directors or officers of the Registrant.

Item 7.  Exemption from the Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

Item 9.  Undertakings.

         (a)     The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end

<PAGE>

                    of the estimated maximum offering range may be reflected in
                    the form of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in volume and
                    price represent no more than a 20% change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective Registration
                    Statement;

              (iii) To include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such information in the
                    Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h)  Reference is made to the indemnification provisions described in Item
6 of this Registration Statement.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on May 23, 2002.

                                  ACTUANT CORPORATION


                                  By:  /s/ Andrew G. Lampereur
                                     -------------------------------------------
                                     Andrew G. Lampereur
                                     Vice President and Chief Financial Officer
                                     (Principal Financial Officer of the
                                     Registrant)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Robert C. Arzbaecher, Andrew G. Lampereur and
Anthony W. Asmuth III, and each of them, his true and lawful attorneys-in-fact
and agents, for him and in his name, place and stead in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*


<TABLE>
<CAPTION>
         Signature                                      Title
         ---------                                      -----
<S>                                             <C>
         /s/ Robert C. Arzbaecher               Chairman, President, Chief Executive Officer, and
- ------------------------------------------
Robert C. Arzbaecher                            Director
                                                (Principal Executive Officer of the Registrant)


         /s/ Andrew G. Lampereur                Vice President and Chief Financial Officer
- ------------------------------------------      (Principal Executive Officer of the Registrant)
Andrew G. Lampereur


         /s/ Timothy J. Teske                   Corporate Controller
- ------------------------------------------      (Principal Accounting Officer)
Timothy J. Teske


         /s/ Gustav H.P. Boel                   Director
- ------------------------------------------
Gustav H.P. Boel

         /s/ Bruce S. Chelberg                  Director
- ------------------------------------------
Bruce S. Chelberg

         /s/ H. Richard Crowther                Director
- ------------------------------------------
H. Richard Crowther

         /s/ William K. Hall                    Director
- ------------------------------------------
William K. Hall
</TABLE>

<PAGE>



         /s/ Kathleen J. Hempel                        Director
- ------------------------------------------
Kathleen J. Hempel


         /s/ William P. Sovey                          Director
- ------------------------------------------
William P. Sovey


*Each of these signatures is affixed as of May 23, 2002.

<PAGE>

                               ACTUANT CORPORATION
                               (the "Registrant")
                          (Commission File No. 1-11288)

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT


<TABLE>
<CAPTION>
Exhibit                                                             Incorporated Herein                  Filed
Number                       Description                               By Reference To                  Herewith
- ------                       -----------                          ------------------------              --------
<S>            <C>                                       <C>                                          <C>
4.1            Restated Articles of Incorporation of     Exhibit 4.9 to the Registrant's Form 10-Q
               the Registrant (dated as of January 9,    Quarterly Report for the quarter ended
               2001)                                     February 28, 2001

4.2            Amended and Restated Bylaws of the        Exhibit 3.4 to the Registrant's Form 10-Q
               Registrant (effective as of May 4, 2001)  Quarterly Report for the quarter ended
                                                         May 31, 2001

5.1            Opinion of Quarles & Brady LLP as to                                                        X
               the legality of the securities to be
               issued

23.1           Consent of PricewaterhouseCoopers LLP                                                       X

23.2           Consent of Quarles & Brady LLP                                                        Contained in
                                                                                                     opinion filed
                                                                                                     as Exhibit 5.1
24.1           Powers of Attorney                                                                    Signatures
                                                                                                     page to this
                                                                                                     Registration
                                                                                                     Statement

99.1           Actuant Corporation Outside Directors'                                                      X
               Deferred Compensation Plan
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>dex51.txt
<DESCRIPTION>OPINION OF QUARLES & BRADY LLP
<TEXT>
<PAGE>

                                                                     EXHIBIT 5.1
                                                                      (Form S-8)

May 23, 2002

Actuant Corporation
6100 North Baker Road
Milwaukee, Wisconsin 53209

         Re:   Actuant Corporation Outside Directors' Deferred Compensation Plan

Ladies and Gentlemen:

         We are providing this opinion in connection with the Registration
Statement of Actuant Corporation (the "Company") on Form S-8 (the "Registration
Statement") to be filed under the Securities Act of 1933, as amended (the
"Act"), with respect to the proposed sale of up to 100,000 shares of Class A
Common Stock, par value $.20 per share, of the Company (the "Shares") pursuant
to the Company's Outside Directors' Deferred Compensation Plan (the "Plan").

         We have examined: (i) the Registration Statement; (ii) the Company's
Restated Articles of Incorporation and Amended and Restated Bylaws, each as
amended to date; (iii) the Plan; (iv) the corporate proceedings relating to the
authorization for the sale of Shares pursuant to the Plan; and (v) such other
documents and records and such matters of law as we have deemed necessary in
order to render this opinion.

         On the basis of the foregoing, we advise you that, in our opinion:

         1.    The Company is a corporation duly incorporated and validly
               existing under the laws of the State of Wisconsin.

         2.    The Shares to be sold from time to time pursuant to the Plan
               which are original issuance shares, when issued and paid for as
               contemplated by the Registration Statement and Plan, will be
               validly issued, fully paid and nonassessable by the Company,
               subject to the personal liability which may be imposed on
               shareholders by Section 180.0622(2)(b) of the Wisconsin Business
               Corporation Law, as judicially interpreted, for debts owing to
               employees for services performed, but not exceeding six months
               service in any one case.

         The Company's Secretary, Anthony W. Asmuth III, is a partner of Quarles
& Brady LLP, which serves as counsel to the Company and members of Quarles &
Brady LLP own certain shares of the Company.

         This opinion is furnished by us, as counsel to the Company, and is
solely for your benefit and is not to be relied upon by any other person, firm
or entity or in respect of any other matter.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.

                                                Very truly yours,

                                                QUARLES & BRADY LLP

                                                /s/ Quarles & Brady LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1
                                                                      (Form S-8)


                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------



       We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 26, 2001 relating to the
financial statements and financial statement schedule, which appears in Actuant
Corporation's Annual Report on Form 10-K for the year ended August 31, 2001.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP


Milwaukee, Wisconsin
May 21, 2002

</TEXT>
</DOCUMENT>
<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.


<PAGE>

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:

<PAGE>

                      (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.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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