0001104659-04-038791 Sample Contracts

2,650,000 Shares THE MANITOWOC COMPANY, INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • December 8th, 2004 • Manitowoc Co Inc • Construction machinery & equip • New York

The Manitowoc Company, Inc., a Wisconsin corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 2,650,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value (the “Common Stock”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 397,500 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” References herein to Common Stock include the related common stock purchase rights under the Rights Agreement, dated as of August 5, 1996, between the Company and First Chicago Trust Company, as amended. The Shares are described in the Prospectus which is referred to below.

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