Actuant (ATU)

Exhibit 10.13

SECOND AMENDMENT

OF

ACTUANT CORPORATION

(As Amended and Restated Effective September 1, 2004)

WHEREAS, Actuant Corporation (the “Company”) maintains the Actuant Corporation Deferred Compensation Plan (As Amended and Restated Effective September 1, 2004) (the “Plan”); and

WHEREAS, it now is considered desirable to amend the Plan;

NOW, THEREFORE, IT IS RESOLVED THAT, pursuant to the power reserved to the Company by Section 9.2 of the Plan, and in accordance with the authority delegated to the undersigned officer pursuant to resolutions adopted by the Board of Directors of the Company, the Plan be and it hereby is amended in the following particulars:

1. Effective January 1, 2008, by substituting the following for the second paragraph in the preamble to the Plan:

“The Plan was originally established effective as of December 1, 2002. The Plan was most recently amended and restated effective September 1, 2004.

The Plan is designed to comply with the American Jobs Creation Act of 2004, as amended (the ‘Jobs Act’), and Section 409A of the Code. Accordingly, the Plan has been amended to conform to the requirements of the Jobs Act and Section 409A of the Code, and final Treasury regulations issued thereunder, with respect to Non-Grandfathered Amounts under the Plan. Prior to January 1, 2008, it is intended that the Plan be interpreted according to a good faith interpretation of the Jobs Act and Section 409A of the Code, and consistent with published guidance thereunder, including, without limitation, IRS Notice 2005-1 and the proposed and final Treasury regulations under Section 409A of the Code.

Treatment of amounts deferred under the Plan pursuant to and in accordance with any transition rules provided under all IRS published guidance and other applicable authorities in connection with the Jobs Act or Section 409A of the Code, including, without limitation, the adoption of the transition rules prescribed under Q&As 20 and 21of IRS Notice 2005-1, shall be expressly authorized hereunder and shall be administered in accordance with procedures established by the Administrator or the Committee, as the case may be. In the event of any inconsistency between the terms of the Plan and the Jobs Act or Section 409A of the Code with respect to Non-Grandfathered Amounts, the terms of the Jobs Act and Section 409A of the Code shall prevail and govern.”

Explanation: this particular provides for “grandfathering” of the treatment of amounts contributed to the Plan prior to the effective date of the Jobs Act (1/1/05) under the old constructive receipt rules, indicates that good faith compliance is intended during the transition period 2005-2008, and authorizes use of any of the permissive transition rules for nonqualified deferred compensation plans under 409A during the transition period.

2. Effective as of January 1, 2005, by substituting the following for Section 1.5 of the Plan:

“1.5 ‘Change of Control’ shall mean the date on which the first of the following events occur (a) any one person or more than one person acting as a Group (within the meaning assigned to such term in Treasury Regulation §§1.409A-3(i)(5)(v)(B) and (vi)(D)) (excluding Affiliates) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all or substantially all of the business or assets from the Company (but in no event shall a Change of Control be deemed to have occurred where such acquired assets have a total Gross Fair Market Value (as defined below) of less than 40% of the total Gross Fair Market Value of all of the assets of the Company immediately before such acquisition or acquisitions); (b) any one person or more than one person acting as a Group (excluding Affiliates) acquires more than 50% of the total fair market value or total voting power of stock of the Company, provided that if such person or persons are considered either to own more than 50% of the total fair market value or total voting power of the stock of the Company or to possess Effective Control (as defined below) of the Company, the acquisition of additional stock or control, respectively, of the Company by the same person or persons is not considered to cause a Change of Control of the Company under this subsection (b); or (c) (i) any one person, or (ii) a majority of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors as

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constituted before the appointment or election. ‘Effective Control’ for purposes of this Plan means that any one person or more or more than one person acting as a Group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company, provided that if such person or persons are considered either to own more than 50% of the total fair market value or total voting power of the stock of the Company or to possess Effective Control of the Company, the acquisition of additional stock or control, respectively, of the Company by the same person or persons is not considered to cause a change in the Effective Control of the Company under this subsection (c). The term ‘Gross Fair Market Value’ shall mean the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of determining stock ownership, the attribution rules described in Section 318(a) of the Code shall apply and stock underlying a vested option is considered owned by the individual who holds the vested option, provided that if a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulation §§83-3(b) and (j)), the stock underlying the option shall not be treated as owned by the individual who holds the option. If payments from the Plan are made on account of a Change of Control event described in subsection (a) or (b), above, that occur because an Employer purchases its stock held by the Participant or because the Employer or a third party purchases a stock right held by the Employer, or that are calculated by reference to the value of the Employer’s stock, such payments shall be completed not later than 5 years after the Change of Control event. A Change of Control shall be subject to such further rules, conditions, limitations, restrictions, or clarifications prescribed under Section 409A of the Code, including, without limitation, Treasury Regulation §§1.409A-3(i)(5)(v), (vi) and (vii).”

Explanation: this particular revises the definition of “Change of Control” to comply with the requirements of 409A. Under the Plan, payments to all participants with account balances under the Plan are accelerated as a lump sum payment immediately upon a Change of Control. The 409A definition of Change of Control is not significantly different from the definition that was previously in the Plan , except that the Plan previously indicated that a Change of Control would occur when an outside entity took ownership of more than 50% of the stock or voting power of stock, and the 409A definition indicates that a Change of Control is not deemed to occur where someone who previously owned at least 30% of voting stock (“Effective Control”) increases ownership to greater than 50%.

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3. Effective as of January 1, 2005, by adding the following phrase immediately after the phrase “the 401(k) Plan” where the latter phrase appears in Section 1.12 of the Plan:

“during the period that the Eligible Employee is an Eligible Employee under either Subsection 1.13(a) or (b) herein”

4. Effective as of January 1, 2005, by adding the following at the end of Section 1.14 of the Plan:

“To the extent (and only to the extent) required under Section 409A of the Code with respect to a Participant’s Non-Grandfathered Amounts under the Plan, including, without limitation, for purposes of Sections 1.5, 1.26(b), 3.1, 3.2 (excluding the first paragraph therein), 6.1(b), 6.2(c), and 9.3 the “Employer” shall mean the person for whom the Participant performs services and with respect to whom the legally binding right to payments under the Plan arises, and all persons with whom such person would be considered a single employer under Section 414(b) or (c) of the Code.”

5. Effective as of January 1, 2005, by substituting the following for Section 1.16 of the Plan:

1.16 “Financial Hardship” shall mean a severe financial hardship to the Participant, which has been properly demonstrated to and approved by the Committee or its delegate in its sole discretion, resulting from:

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which would, if no cessation of deferrals were made in accordance with Section 2.2, result in severe financial burden to the Participant. Also, a Financial Hardship does not exist to the extent that the hardship may be relieved by (a) cessation of such Participant’s deferrals of the bonus portion of his Compensation pursuant to Section 2.2, (b) reimbursement or compensation by insurance or otherwise, or (c) liquidation of the Participant’s other assets (to the extent such liquidation would not itself cause severe financial hardship), but disregarding any additional compensation that due to the Financial Hardship is available under another nonqualified deferred compensation plan but has not actually been paid, or that is available due to the Financial Hardship under another plan that would provide for deferred compensation (within the meaning of Section 409A of the Code) except due to the application of the effective date provisions under Treasury Regulation. §1.409A-6).”

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6. Effective January 1, 2008, by inserting the following as Section 1.18 of the Plan, and by renumbering Sections 1.18 through 1.23 as Sections 1.19 through 1.24, accordingly:

“1.18 ‘Grandfathered Amounts’ shall mean the portion of the Participant’s Account balance under the Plan as of December 31, 2004, the right to which was earned and vested (within the meaning of Treasury Regulation §1.409A-6(a)(2)) as of December 31, 2004, plus the right to future contributions to the Account the right to which was earned and vested (within the meaning of Treasury Regulation. §1.409A-6(a)(2)) as of December 31, 2004, to the extent such contributions are actually made, each determined by reference to the terms of the Plan in effect as of October 3, 2004, but only to the extent such Plan terms have not been materially modified (within the meaning of Treasury Regulation §1.409A-6(a)(4)) after October 3, 2004. Grandfathered Amounts shall include any earnings (within the meaning of Treasury Regulation. §1.409A-1(o)) attributable thereto.”

7. Effective January 1, 2008, by inserting the following as Section 1.20 of the Plan, and by renumbering Sections 1.20 through 1.24 as Sections 1.21 through 1.25, accordingly:

“1.20 ‘Non-Grandfathered Amounts’ shall mean the Participant’s Account balance under the Plan less any portion of the Participant’s Account balance under the Plan constituting Grandfathered Amounts.”

8. Effective January 1, 2008, by substituting the following for renumbered Section 1.24 of the Plan:

“1.24 ‘Plan’ shall mean the Actuant Corporation Deferred Compensation Plan, as set forth in this instrument and as hereafter amended from time to time, and, to the extent (and only to the extent) required under Section 409A of the Code with respect to a Participant’s Non-Grandfathered Amounts under the Plan, any other plan with which the Plan is required to be aggregated under Section 409A of the Code. This Plan is intended to constitute an account balance plan, as defined in Treasury Regulation §1.409A-1(c)(2)(i)(A).”

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9. Effective January 1, 2007, by substituting the following for Section 1.25 of the Plan:

“1.25 ‘Plan Year’ shall mean each 12-month period beginning January 1 and ending the following December 31.”

10. Effective as of January 1, 2005, by adding the following new Section 1.26 to the Plan, immediately after renumbered Section 1.25 thereof:

“1.26 ‘Termination of Employment’ shall mean (a) with respect to a Participant’s Grandfathered Amounts, the date on which the Participant ceases to perform services with all Employers and Affiliates, and (b) with respect to a Participant’s Non-Grandfathered Amounts under the Plan, the date of the Participant’s separation from service (within the meaning of Treasury Regulation §§1.409A-1(h) and 1.409A-2(i)(2)) for any reason, including by reason of death or Disability, with the Employer, except that in applying Sections 1563(a)(1), (2), and (3) of the Code for purposes of determining the controlled group of corporations under Section 414(b) of the Code, the language ‘at least 50 percent’ is used instead of ‘at least 80 percent’ each place it appears in Section 1563(a)(1), (2), and (3) of the Code, and in applying Treasury Regulation §1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, ‘at least 50 percent’ is used instead of ‘at least 80 percent’ each place it appears in Treasury Regulation §1.414(c)-2. For purposes of subsection (b), above, (i) the employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of any such leave does not exceed six months, or if longer, so long as the Participant retains the right to

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reemployment with the Employer under an applicable statute or by contract, (ii) a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer, (iii) if the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable law or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period.”

11. Effective as of January 1, 2005, by substituting the following for the second sentence of Section 2.1 of the Plan:

“Each other Eligible Employee shall become a Participant in the Plan as of the latest of: (a) the Effective Date, (b) the date on which the employee is designated as an Eligible Employee, or (c) the earlier of the date on which an Eligible Employee’s initial deferral election to make Compensation Deferrals becomes irrevocable under Section 3.1(b) or the date on which an Eligible Employee first becomes eligible to receive Non-Qualified Core Contributions under Section 3.2.”

12. Effective as of January 1, 2005, by substituting the following for Section 2.2 of the Plan:

“2.2 Suspension of Bonus Deferrals Due to Financial Hardship

The Committee, in its sole discretion, may cancel the Participant’s Compensation Deferrals for the bonus portion of his or her Compensation due to a Financial Hardship or a hardship distribution pursuant to Treasury Regulation §1.401(k)-1(d)(3). However, an election to make Compensation Deferrals under Section 3.1 shall be irrevocable as to amounts deferred as of the effective date of any cancellation in accordance with this Section 2.2. Following any such cancellation of the Participant’s Compensation Deferrals for the bonus portion of his or her Compensation, any later election by such Participant to make Compensation Deferrals will be subject to the provisions of Section 3.1(b) governing initial deferral elections.”

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13. Effective as of January 1, 2008, by substituting the following for subsections 3.1(b) and (c) of the Plan:

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14. Effective January 1, 2008, by substituting the following for Section 3.2 of the Plan:

“3.2 Non-Qualified Core Contributions

Effective September 1, 2003, an Employer shall make a Non-Qualified Core Contribution to the Plan for a Plan Year for each Eligible Employee designated by the Committee under Section 1.13 as being eligible to receive Non-Qualified Core Contributions, provided that such employee is employed by an Employer on the last day of the Plan Year or incurred a termination of employment with all Employers and Affiliates prior to the last day of such Plan Year by reason of Normal Retirement (as defined in the 401(k) Plan), death, or Disability. The Employer’s Non-Qualified Core Contribution for the Plan Year with respect to an Eligible Employee will equal the difference between the Actuant Corporation Core Contribution allocable for the Plan Year for the Eligible Employee as described in Section 3.01 of the 401(k) Plan calculated based on such Eligible Employee’s Eligible Compensation under this Plan and without regard to any benefit limitations imposed on such Eligible Employee’s annual additions pursuant to Section 415 of the Code, minus the Actuant Corporation Core Contribution allocable for such Eligible Employee under the 401(k) Plan for the Plan Year. The Plan shall hold a Participant’s Non-Qualified Core Contributions in his or her Non-Qualified Core Contribution Account. Participants shall not be eligible to elect the timing or form of payment of their Non-Qualified Core Contributions. Non-Qualified Core Contributions shall be paid in a lump sum within ninety days of Termination of Employment.”

15. Effective as of January 1, 2005, by substituting the following for the last sentence of Subsection 4.1(a) of the Plan:

“The Deemed Interest Rate for a Plan Year shall apply to all Compensation Deferrals and Non-Qualified Core Contributions attributable to service with the Employers during the applicable Plan Year for as long as those deferrals and contributions are maintained under the Plan; provided, however, that if the Participant elects a short-term payout

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for a Plan Year’s Compensation Deferrals pursuant to and in accordance with Section 6.3, and thereafter elects to defer payment pursuant to and in accordance with Section 6.4, the Deemed Interest Rate on such Compensation Deferrals for Plan Years (or partial Plan Years) commencing after the effective date of the subsequent deferral election shall be the Deemed Interest Rate in effect for the date upon which the Participant’s subsequent deferral election is effective.”

Explanation: this particular reflects the change to the deemed interest rate when a participant makes a subsequent deferral election.

16. Effective January 1, 2008, by substituting the following for Sections 6.1 and 6.2 of the Plan:

“6.1 General Timing of Distributions

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6.2 Form of Payment

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Explanation: this particular updates the distribution sections for 409A, by adding a definition of “Specified Employee” (key employee subject to a 6-month wait on distributions upon termination of employment), updating the subsequent deferral election provision, and updating the provisions to reflect the defined term of “Termination of Employment.” This particular also updates the plan for administrative changes, relating to the election of installments from the Company Stock Fund.

17. Effective January 1, 2008, by substituting the following for the last sentence of Section 6.3 of the Plan:

“Subject to the other terms and conditions of this Plan, the short-term payout shall be paid within 90 days of the earlier of (a) the date selected by the Participant (which must be at least three years after the date on which the Participant’s initial Compensation Deferral election for a Plan Year becomes irrevocable under Section 3.1(b)), or (b) the Participant’s Termination of Employment.”

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Explanation: this particular updates the short-term payout section of the plan to provide that the payment must be made within 90 days, rather than 60 days, to take advantage of the 409A permissive 90-day payment window rule, and to make the timing window of payments for short-term payouts consistent with other distributions. This particular also utilizes the 409A compliant term for Termination of Employment.

18. Effective as of January 1, 2005, by adding the following to the end of Section 6.4 of the Plan:

“Notwithstanding the foregoing, with respect to a Participant’s Non-Grandfathered Amounts attributable to the portion of his or her Compensation Deferrals that are subject to a short-term payout deferral election pursuant to and in accordance with Section 6.3, a Participant shall not be permitted to revoke the timing of payments with respect to Non-Grandfathered Amounts on or after the date on which the initial short-term deferral election for a Plan Year would otherwise be irrevocable under Section 3.1(b), nor permitted to change the timing of such payments unless all of the following requirements are satisfied with respect to such Participant’s subsequent election to change the timing of payment, but only to the extent such subsequent election is so authorized under rules established by the Administrator and approved by the Committee: (i) such election shall not take effect until at least 12 months after the date on which the election is made; (ii) in the case of an election related to a payment not on account of Disability, death, or Financial Hardship, the payment with respect to which the election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been paid (or in the case of an installment payments treated as a single payment within the meaning of Treasury Regulation §1.409A-2(b)(2), five years from the date the first amount was scheduled to be paid); and (iii) the election be made not less than 12 months before the date the payment is scheduled to be paid (or in the case of installment payments treated as a single payment within the meaning of Treasury Regulation §1.409A-2(b)(2), 12 months before the date the first amount was scheduled to be paid).”

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19. Effective January 1, 2008,. by substituting the following for Sections 6.5 and 6.6 of the Plan:

“6.5 Change of Control

If there is a Change of Control, the balance then credited to a Participant’s Account shall be distributed to him or her in a lump sum within 90 days after the date of the Change of Control.

6.6 Special Rule for Death or Disability

If a Participant dies or becomes Disabled, the balance then credited to his or her Account shall be distributed to the Participant (or his or her Beneficiary) in a lump sum within 90 days after the date of death or Disability.”

20. Effective January 1, 2008, by substituting the following for Section 6.8 of the Plan:

“6.8 Financial Hardship

In the event that a Participant incurs a Financial Hardship, the Committee or its delegate, in its sole discretion and notwithstanding any contrary provision of the Plan, may determine that all or part of the Participant’s Compensation Deferral Account shall be paid to him or her within 90 days of such Participant incurring such Financial Hardship; provided, however, that the amount paid to the Participant pursuant to this Section 6.8 shall be limited to the amount reasonably necessary to alleviate the Participant’s Financial Hardship (which may include amounts necessary to pay any Federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution).”

Explanation: this particular updates the payment rules upon Financial Hardship to specify the payment timing (as required by 409A) and by utilizing the 90-day window period for such payments. This particular also allows the financial hardship to include amounts necessary to pay taxes on the distribution.

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21. Effective January 1, 2008, by substituting the following for Sections 6.10, 6.11 and 6.12 of the Plan:

“6.10 Undistributable Accounts

Each Participant and (in the event of death) his or her Beneficiary shall keep the Administrator advised of his or her current address. If the Administrator is unable to locate a Participant to whom a Participant’s Account is payable under this Section 6, the Participant’s Account shall be held in suspense pending location of the Participant, without any prejudice to the Committee, the Administrator, or the Company (and each of their respective authorized delegates), as the case may be, including, without limitation, for any additional tax liability resulting from such delay in payment, provided that such unpaid amounts shall continue to be credited with notional income, appreciation, and depreciation. If the Administrator is unable to locate a Beneficiary to whom a Participant’s Account is payable under this Section 6 within six (6) months (or, with respect to a Participant’s Non-Grandfathered Amounts, such other period during which payment must commence under this Section 6 or, if later, such other period permitted under Section 409A of the Code) of the Participant’s death, the Participant’s Account shall be paid to the Participant’s estate.

6.11 Committee Discretion

Within the specific time periods described in this Section 6, the Committee shall have sole discretion to determine the specific timing of the payment of any Account balance under the Plan. In addition and notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may cause the balance credited to a Participant’s Account to be paid to him or her in a lump sum at any time following the Participant’s termination of employment with all Employers and Affiliates. Notwithstanding the foregoing, the Committee shall retain and exercise such discretion reserved hereunder only to the extent such retention and exercise of discretion does not violate the requirements of Section 409A of the Code with respect to a Participant’s Non-Grandfathered Amounts.

6.12 Withholding; Reporting

To the extent required by law in effect at the time any distribution is made from the Plan, the Employers shall withhold any taxes and such other amounts required to be withheld. Further, to the extent required by law, the Employer shall report amounts deferred and/or amounts taxable under the Plan to the appropriate governmental authorities, including, without limitation, to the United States Internal Revenue Service.”

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22. Effective as of January 1, 2005, by substituting the following for Section 9.3 of the Plan:

“9.3 Effect of Termination

If the Plan is terminated pursuant to this Section 9, the balances credited to the Accounts of the affected Participants shall be distributed to them at the time and in the manner set forth in Section 6; provided, however, that the Committee, in its sole discretion, may authorize accelerated distribution of Participants’ Accounts as of any earlier date; provided that with respect to Non-Grandfathered Amounts, such discretion reserved to the Committee to accelerate the form and timing of the distribution of Participants’ Accounts shall be exercised only to the extent the termination of the Plan arises pursuant to and in accordance with one of the following provisions:

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23. Effective January 1, 2008, by substituting the following for Section 10.8 of the Plan:

“10.8 Applicable Law

The provisions of the Plan shall be construed, administered and enforced in accordance with applicable Federal law, and to the extent not preempted thereby or inconsistent therewith, with the laws of the State of Wisconsin, without regard to the conflicts of laws provisions of that State or any other jurisdiction. Without limiting the generality and applicability of the foregoing and notwithstanding any provision in the Plan to the contrary, if and to the extent that the payment of any Non-Grandfathered Amounts would otherwise violate the requirements of Section 409A of the Code, such Non-Grandfathered Amounts shall be paid under such other conditions determined by the Administrator or the Committee, as the case may be, that cause the payment of such Non-Grandfathered Amounts to comply with Section 409A of the Code and the Plan shall be construed and administered accordingly to achieve that objective.”

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*    *    *

IN WITNESS WHEREOF, Actuant Corporation has caused this amendment to be executed by its officer thereunto duly authorized this 25^th day of December, 2008.

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