OSHKOSH TRUCK CORPORATION

                            EXECUTIVE RETIREMENT PLAN






Final
1/12/2000

<PAGE>



                            OSHKOSH TRUCK CORPORATION

                            EXECUTIVE RETIREMENT PLAN

                                    PREAMBLE


The principal objective of this Oshkosh Truck Corporation  Executive  Retirement
Plan is to ensure the payment of a  competitive  level of  retirement  income in
order to attract, retain and motivate selected executives.

This Plan is designed to provide a benefit which, when added to other retirement
income of the executive,  will meet the objective  described above.  Eligibility
for  participation  in this Plan shall be limited to executives  selected by the
Chief  Executive  Officer and approved by the Human  Resources  Committee or its
successor in function of the Board of Directors.  This Plan became  effective on
January 31, 2000, after approval by the Board of Directors.



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                            OSHKOSH TRUCK CORPORATION

                            EXECUTIVE RETIREMENT PLAN


                                    ARTICLE I

                                   DEFINITIONS

Whenever  used  herein with the initial  letter  capitalized,  words and phrases
shall have the  meanings  stated  below  unless a  different  meaning is plainly
required by the context.  All masculine terms shall include the feminine and all
singular terms shall include the plural in all cases in which they could thus be
applied unless the context clearly indicates the gender or the number.

1.1   "Accrued  Normal  Retirement  Benefit" means the amount of a Participant's
      Retirement   Benefit,   determined  as  of  his  date  of  termination  of
      employment,  commencing  as of the first day of the  month  following  the
      month in which the  Participant  attains his Normal  Retirement  Date, and
      payable in the form of a single life annuity (or the Actuarial  Equivalent
      of such  amount  when  commencing  at any other day or  payable in another
      form). The amount of the Accrued Normal  Retirement  Benefit is defined in
      section 3.1.

1.2   "Actuarial Equivalent" means a benefit payable at a particular time and in
      a particular  form which has the same value as another  benefit payable in
      another  form or at  another  time.  Such  Actuarial  Equivalent  shall be
      determined  on the  basis of a 7-1/2  percent  interest  rate and the 1971
      Group Annuity  Table,  with male annuity  factors  weighted 70 percent and
      female  annuity  factors  weighted  30 percent.  With  respect to lump sum
      distributions  pursuant to section 6.4, the  mortality  and interest  rate
      assumptions shall be as prescribed in such section.

1.3   "Affiliate"  means:  (1) a  corporation  which  is a  member  of the  same
      controlled  group of corporations  (within the meaning of Internal Revenue
      Code  section  414(b)  as the  Employer;  (2) an  unincorporated  trade or
      business  which is under common  control with the Employer (as  determined
      under Code section 414(c);  (3) an organization  which,  together with the
      Employer,  is a member of the same affiliated service group (as determined
      under  Code  section  414(m);  and (4) any  other  entity  required  to be
      aggregated under Code section 414(o).

1.4   "Beneficiary" means--

      (a)  the Spouse if the Preretirement Spouse's Death Benefit, the Joint and
           50 Percent  Spouse's  Annuity,  or the Joint and 100 Percent Spouse's
           Annuity is payable;

      (b)  the   person  or   persons   (who  may  be  named   contingently   or
           successively),  including  a  trust  or an  estate,  designated  by a
           Participant,  to whom a death  benefit  is to be paid in the event of
           his death.

          Each  designation  will  revoke  all  prior  designations  by the same
          Participant.  A designation  shall be made on a form prescribed by the
          Employer,  and will be  effective  only when filed in writing with the
          Employer.  If no Beneficiary is designated or a designation is revoked
          in whole or in part, or if a designated  Beneficiary does not survive,
          the lump sum Actuarial  Equivalent of the death benefit (if any) shall
          be payable to the estate of the last to survive the Participant or the
          Beneficiary.



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1.5   "Board" means the Board of Directors of the Company.

1.6   "Change in Control"  means a change in management or a change in ownership
      of  the  corporation  as  defined  in  the   Participant's  Key  Executive
      Employment  and Severance  Agreement  ("KEESA") in effect on the date that
      such a change in control  occurs or, in the absence of such an  agreement,
      as defined in Exhibit B,  attached to this Plan and  incorporated  here by
      reference.

1.7   "Code"  means the  Internal  Revenue  Code of 1986,  as  amended,  and the
      regulations thereunder.

1.8   "Committee"  means  the  Human  Resources  Committee  of the  Board or its
      successor in substantial functions.

1.9   "Company" means Oshkosh Truck Corporation.

1.10  "Company Matching  Contribution Benefit" means Oshkosh Truck Corporation's
      matching contribution to (1) a Participant's Oshkosh Truck Corporation Tax
      Deferred  Investment  Plan  Account,  or a  Participant  Account  in a Tax
      Deferred  Savings  Plan  sponsored  by an  Affiliate,  as  defined  in the
      governing  documents  for such Plans,  as amended  from time to time,  and
      (2)any related investment  earnings.  To the extent that a Participant has
      withdrawn Company Matching  Contributions,  such contributions  along with
      imputed income thereon,  shall be added to the  Participant's  accumulated
      Company Matching  Contribution Benefit. For purposes of this section 1.10,
      a Participant's  accumulated Company Matching Contribution Benefit will be
      converted  into an annual  benefit amount payable as a single life annuity
      commencing as of the Participant's  Retirement Date using the interest and
      mortality assumptions set forth in section 1.2.

1.11  "Compensation"  means a Participant's base pay, including base pay amounts
      deferred pursuant to a compensation reduction agreement under Code section
      125 or Code section  401(k).  The annual  compensation  limit set forth in
      Code section 401(a)(17) shall not apply.

1.12  "Compensation   Year"  means  each  12-month   period  used  to  determine
      compensation  for purposes of this Plan which  coincides with the calendar
      year  which  ends on or prior to the  date as of which  the  Participant's
      Accrued Normal Retirement Benefit is determined.

1.13  "Completed  Compensation  Year"  means any  Compensation  Year in which an
      employee is employed through the entire 12-month period.

1.14  "Early  Retirement  Date" means the first day of the month  following  the
      date on which a  Participant  retires  prior to the  Participant's  Normal
      Retirement Date; provided that the Participant shall have attained age 55,
      shall have  completed  at least five Years of Officer  Service,  and shall
      have  provided  the  Company  with  written  notice  of the  Participant's
      election to take early retirement.

1.15  "Employee"  means any person in the employ of the Company or an Affiliate,
      except for a person compensated solely on a retainer or fee basis.

1.16  "Employer" means the Company and any Affiliates,  which employ or employed
      any Participant.

1.17  "Final  Average   Compensation"   means  the  sum  of  the  three  highest
      consecutive  Completed   Compensation  Years'  Compensation  paid  to  the
      Participant prior to the Participant's separation



Final - January 12, 2000                                                       4
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      from  service,  divided  by three.  If a  Participant  has less than three
      Completed  Compensation Years, Final Average Compensation will be based on
      all Completed Compensation Years divided by the number of such years.

1.18  "Funded  Plan" means the Oshkosh Truck  Corporation  Salaried and Clerical
      Employees  Retirement Plan or any qualified defined benefit plan sponsored
      by an Affiliate.

1.19  "Funded  Plan  Benefit"  means the annual  benefit  payable  under (1) the
      Oshkosh Truck Corporation Salaried and Clerical Employees Retirement Plan,
      and (2)  any  qualified  defined  benefit  pension  plan  sponsored  by an
      Affiliate,  as  provided by the  governing  documents  for such Plans,  as
      amended  from  time  to  time.  For  purposes  of  this  section  1.19,  a
      Participant's  annual  benefit will be calculated as a single life annuity
      commencing as of the Participant's Retirement Date.

1.20  "Late  Retirement  Date"  means the first  day of the  month  following  a
      Participant's termination date where the Participant continues to serve as
      an Officer of the Company after his Normal Retirement Date.

1.21  "Normal  Retirement  Date"  means the first day of the month  following  a
      Participant's 62nd birthday (without regard to the Participant's  Years of
      Service at that time).

1.22  "Officer" means any individual who is elected by the Board of Directors to
      an officer of the company as a Vice  President,  Executive Vice President,
      President, Chief Executive Officer, or Chairman.

1.23  "Officer Service" means an individual's  Years of Service as an Officer of
      Oshkosh Truck  Corporation  including service before this Plan's effective
      date as set forth on Exhibit A, but  excluding  Years of Service  with the
      Company or an Affiliate in any other capacity.

1.24  "Participant"  means any person who has become  eligible to participate in
      the Plan in  accordance  with  Article  II, and who has not ceased to have
      rights to a Retirement Benefit hereunder.

1.25  "Plan" means the Oshkosh Truck Corporation  Executive  Retirement Plan, as
      set forth herein, and as it may be amended from time to time.

1.26  "Plan Effective Date" means January 31, 2000.

1.27  "Plan Year" means the 12 consecutive month period for maintaining  records
      for this Plan and will be the consecutive  12-month period  beginning each
      March 1 and ending on the last day of February, except the first Plan Year
      shall run from the Plan Effective Date until the last day February.

1.28  "Retirement  Benefit"  means a pension or any other  payment  or  payments
      payable under the terms of this Plan to a Participant,  the  Participant's
      Spouse, or Beneficiary.

1.29  "Retirement  Date"  means  the  date on which a  Participant's  Retirement
      Benefit commences.

1.30  "Social  Security  Benefit"  means,  for the  purpose of  determining  the
      Accrued Normal Retirement Benefit as of a Participant's  Normal Retirement
      Date or Early  Retirement  Date, the estimated  monthly old-age benefit to
      which the Participant  would be entitled  beginning  immediately  upon his
      achieving his Normal  Retirement  Date under the  provisions of the Social



Final - January 12, 2000                                                       5
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      Security Act in effect on the date of his termination and assuming that he
      will  continue  to receive  until he attains  his Normal  Retirement  Date
      compensation  that would be treated  as wages for  purposes  of the Social
      Security Act at the same rate as was in effect for him  immediately  prior
      to his  termination.  For  purposes  of  determining  the  Accrued  Normal
      Retirement  Benefit as of a Participant's  Late Retirement  Date,  "Social
      Security Benefit" means the estimated monthly old-age benefit to which the
      Participant  would  be  entitled  based  on his age as of the  date of his
      termination.

      In  estimating  wages for  purposes  of  determining  the Social  Security
      Benefit, it shall be assumed that the Participant's  compensation prior to
      date of  termination  has  increased  annually  at the  same  rates as the
      Average  Total Wages for  Adjusting  Earnings to use in  Computing  Social
      Security Benefits as published by the Social Security Administration.  For
      the  calendar  year  subsequent  to the last year  published by the Social
      Security  Administration,  the same rate of increase as  applicable to the
      last published year shall be used.

      The Social  Security  Benefit shall be determined in accordance with rules
      adopted by the Employer and applied in a  nondiscriminatory  manner.  Each
      Participant  will be provided  with clear  written  notice of his right to
      supply to the  Employer  his  actual  wage  history  and of the  financial
      consequences of failing to supply such history.

1.31  "Spouse" means an individual who is legally married to a Participant as of
      the earlier of the date of the  Participant's  death or the  Participant's
      Retirement Date.

1.32  "Years  of  Credited  Service"  means  the Years of  Service  an  Employee
      completed while employed by the Company or an Affiliate to a maximum of 20
      Years.

1.33  "Years of Service"  means the aggregate of all periods of employment by an
      Employee of the  Employer,  each such period to be calculated in completed
      years and months.

1.34  "Years  of  Officer  Service"  means  the  aggregate  of  all  periods  of
      employment  as an Officer  of Oshkosh  Truck  Corporation,  but  excluding
      periods of employment  with Oshkosh Truck  Corporation or any Affiliate in
      any other capacity.



Final - January 12, 2000                                                       6
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                                   ARTICLE II

                                  PARTICIPATION


2.1   Participating  Employees.  Each executive  selected by the Chief Executive
      Officer  ("CEO") and approved by the Committee to  participate in the Plan
      shall become a Participant on the date specified by the Committee,  as set
      forth in Exhibit A or as subsequently established by the Committee for new
      participants.  Each Participant's  right to benefits under this Plan shall
      vest in accordance with Article V hereof.

2.2   Cessation  of  Participation.  A  Participant  shall cease to be an active
      Participant  in this Plan and such  Participant  shall  become an inactive
      Participant  as of the date such  Participant  ceases to be an Employee of
      the Company, if they are not vested in accordance with Article V.



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                                   ARTICLE III

                     FORM AND AMOUNT OF RETIREMENT BENEFITS


3.1   Accrued Normal Retirement  Benefit.  The Accrued Normal Retirement Benefit
      payable to a Participant who retires on or after the Participant's  Normal
      Retirement Date shall be a monthly  Retirement  Benefit  commencing on the
      Participant's   Retirement  Date  and  payable  during  the  Participant's
      lifetime  and  ceasing  with the last  payment due on the first day of the
      month in which the Participant dies. The monthly Accrued Normal Retirement
      Benefit shall be equal to one-twelfth  of the excess,  if any, of (a) less
      the sum of (b), (c), and (d) where:

      (a)  equals  two  (2)   percent  of  the   Participant's   Final   Average
           Compensation  multiplied  by  the  Participant's  Years  of  Credited
           Service,

      (b)  equals one-half of the Participant's annual Social Security Benefit,

      (c)  equals  the  Participant's   annual  Company  Matching   Contribution
           Benefit, and

      (d)  equals Participant's annual Funded Plan Benefit.


3.2   Early  Retirement  Benefit.  Each  Participant  who  retires  prior to the
      Participant's  Normal  Retirement  Date  shall  receive  a  monthly  Early
      Retirement Benefit  commencing on the Participant's  Early Retirement Date
      and payable  under the normal form in  accordance  with  section  3.1. The
      monthly  Early  Retirement  Benefit shall be equal to  one-twelfth  of the
      excess, if any, of (a) less the sum of (b), (c), and (d) where:

      (a)  equals  two  (2)   percent  of  the   Participant's   Final   Average
           Compensation  multiplied  by  the  Participant's  Years  of  Credited
           Service and reduced by a factor based on the number of years by which
           the  Retirement  Date precedes the  Participant's  Normal  Retirement
           Date, as shown in the following schedule:

             Number of years* by which
            the Retirement Date Precedes
              the Participant's Normal                 Portion of Retirement
                  Retirement Date                         Benefit Payable

                          7                                     60.00%
                          6                                     63.33%
                          5                                     66.67%
                          4                                     73.33%
                          3                                     80.00%
                          2                                     86.67%
                          1                                     93.33%
                          0                                    100.00%

           * For a  period that is not an integral number of years,  the portion
             to be applied will be obtained by arithmetic  interpolation between
             the appropriate percentages set out above.

      (b)  equals one-half of the Participant's  annual Social Security Benefit,
           reduced by .4167 percent for each month by which  Participant's Early
           Retirement Date precedes the Participant's Normal Retirement Date,



Final - January 12, 2000                                                       8
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      (c)  equals the Participant's annual Company Matching Contribution Benefit
           payable at the Early Retirement Date, and

      (d)  equals the annual Funded Plan Benefit payable at the Early Retirement
           Date.

3.3   Form and  Timing of  Benefit.  The  benefit  payable  to or on behalf of a
      Participant  under this Plan shall be paid in the normal  form as provided
      by the Funded Plan or, as elected by the  Participant  (or his Spouse,  in
      the  event  of  the  Participant's  death  while  employed),  on  a  basis
      consistent with all elections made by the Participant  and/or Spouse under
      the  Funded  Plan.  Any  conversions  to an  optional  method  of  payment
      permitted under the Funded Plan shall be the Actuarial  Equivalent of such
      normal form of payment.  Benefits due under this Section III shall be paid
      coincident with the payment date of benefits under the Funded Plan.

3.4   Treatment  of Plan  Payments  Under  Other  Plans.  Benefits  earned  by a
      Participant under this Plan shall not be considered "Compensation" as that
      term is defined in other plans sponsored by the Employer.



Final - January 12, 2000                                                       9
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                                   ARTICLE IV

                        DEATH BENEFITS BEFORE RETIREMENT



4.1   Death of a Participant  Before  Commencement of Retirement  Benefit.  If a
      Participant dies before the date Retirement  Benefits commence  hereunder,
      no  benefits  shall be payable  under this  Plan,  except as to  otherwise
      provided in section 4.2.

4.2   Preretirement Spouse's Death Benefit.

      (a)  In the case of a Participant  who has a  nonforfeitable  right to his
           Accrued Normal Retirement Benefit, who has a surviving Spouse and who
           dies prior to his Retirement Date (whether or not such Participant is
           employed by the Employer or an  Affiliate)  there shall be payable to
           his surviving Spouse a Preretirement Spouse's Death Benefit.

      (b)  The monthly  payments to a surviving  Spouse under the  Preretirement
           Spouse's  Death Benefit shall equal the amounts which would have been
           payable as a survivor annuity under the Joint and 50 Percent Spouse's
           Annuity if--

           (1)  in the case of a Participant  who dies after attaining his Early
                Retirement  Date, such Participant had retired with an immediate
                Joint and 50  Percent  Spouse's  Annuity  on the day  before the
                Participant's death, or

           (2)  in the case of a Participant who dies on or before attaining his
                Early   Retirement   Date,   such   Participant  had  terminated
                employment  on the  date of  death  (if his  employment  had not
                terminated), survived to his Early Retirement Date, retired with
                an immediate Joint and 50 Percent  Spouse's Annuity on his Early
                Retirement  Date,  and died on the day  after  the date on which
                such Participant  would have attained his Early Retirement Date.
                If,  pursuant to subsection  (c) below, a Spouse elects to defer
                the  commencement of the  Preretirement  Spouse's Death Benefit,
                the amount of the benefit payable  thereunder shall be increased
                to reflect such deferral.

      (c)  Payment   of  the   Preretirement   Spouse's   Death   Benefit  to  a
           Participant's  Spouse  shall  commence  on the date  selected  by the
           surviving  Spouse.  Such date shall occur no earlier than the date on
           which a deceased Participant would have attained his Early Retirement
           Date (in the case of a  Participant  who dies prior to attaining  his
           Early Retirement  Date), or the date of the  Participant's  death (in
           the case of a  Participant  who dies on or after  attaining his Early
           Retirement  Date),  and no later than the first day of the month next
           following the date the Participant would have attained age 62.



Final - January 12, 2000                                                      10
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                                    ARTICLE V

                                     VESTING


5.1   Vesting.  A  Participant  shall vest over a period of ten years of Officer
      Service according to the following vesting schedule:



           Years of Officer Service                   Vested Percentage

                    0 - 5                                      0%
                        6                                     20%
                        7                                     40%
                        8                                     60%
                        9                                     80%
                       10                                    100%


5.2   Effect of Change in Control.  Notwithstanding  any other provision of this
      Plan  to  the  contrary,  in  the  event  of  a  Change  in  Control,  all
      Participants  who are  employed  by the Company at the time of a Change in
      Control  shall  become  fully  vested  in  their  entire   Accrued  Normal
      Retirement Benefit under this Plan. Moreover,  in the event of a Change in
      Control, each Participant shall be entitled to receive an immediate single
      sum distribution of the entire present value of the Participant's  Accrued
      Normal Retirement  Benefit vested in accordance with this Article V within
      60 days after the Participant's  termination of employment for any reason.
      (Any Participant who terminated  employment  before such Change in Control
      shall receive the present value of the Participant's then remaining vested
      Accrued  Normal  Retirement  Benefit  within 60 days  after the  Change in
      Control.)  For  purposes  of  this  provision,  the  present  value  of  a
      Participant's  Accrued Normal Retirement Benefit shall be determined using
      the Actuarial Assumption in section 6.4.



Final - January 12, 2000                                                      11
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                                   ARTICLE VI

                          PAYMENT OF RETIREMENT BENEFIT


6.1   Survival.  Payment of any Retirement Benefit hereunder which is contingent
      upon the  survival of the payee shall cease with the last  payment due the
      payee before the payee's death.

6.2   Administrative  Powers Relating to Payments. If a Participant or Spouse is
      under a legal  disability  or, by reason of illness or mental or  physical
      disability, is unable, in the opinion of the Committee, to attend properly
      to such Participant's  personal financial matters,  the Committee may make
      such payments in such of the following ways as the Committee shall direct:

      (a)  Directly to such Participant or Spouse;

      (b)  To the legal representative of such Participant or Spouse; or

      (c)  To some relative by blood or marriage,  or friend, for the benefit of
           such Participant or Spouse.

      Any  payment  made  pursuant  to this  section  6.2  shall be in  complete
      discharge of the obligation for such payment under the Plan.

6.3   Missing Persons.

      (a)  The Company shall be deemed to have made  adequate  tender of payment
           of any benefit  payable  hereunder  to a person if payment is made by
           check or by money  order,  and  mailed  to the last  address  of such
           person furnished to the Company.

      (b)  If a person  shall  fail to claim or  collect  any such  tender for a
           period of three  months from the date  thereof,  the Company may stop
           payment on such  tender and on any other  tenders  subsequent  to the
           tender not claimed or collected  and may suspend any further  benefit
           payments  hereunder  until the Company  can  ascertain  whether  such
           person  was living at the time any such  tender was made and  whether
           any  benefit  payments  are due  hereunder  to a  person.  Upon  such
           suspension  of  payments,   a  written  notice  thereof  and  of  the
           provisions  of this section 6.3 shall be mailed by the Company to the
           last  address  known to it of the person  entitled to such payment or
           payments.

      (c)  If such person  shall fail to claim any such  payment for a period of
           three years after such written notice is mailed,  such person for all
           purposes  of the Plan be deemed  to have died on the day  immediately
           preceding  the  date of the  first  such  tender  which  has not been
           claimed or collected.



Final - January 12, 2000                                                      12
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6.4   Lump Sum  Cash-Out.  If the lump sum Actuarial  Equivalent  value of:(1) a
      Participant's vested Accrued Normal Retirement Benefit upon termination of
      employment  or (2) the  Preretirement  Spouse's  Death  Benefit  upon  the
      Participant's death is equal to or less than $50,000,  the Plan shall make
      a lump sum payment of: (1) the Accrued  Normal  Retirement  Benefit to the
      Participant  or  (2)  the  Preretirement  Spouse's  Death  Benefit  to the
      Participant's  surviving  Spouse.  For the purpose of determining the lump
      sum Actuarial  Equivalent  under this section,  the Employer  shall use an
      interest  rate  equal to the  annual  interest  rate on  30-year  Treasury
      securities for the January (the "look back month")  immediately  preceding
      the  Plan  Year  ("the  stability  period")  in  which  the  Participant's
      Retirement Date or termination date (if earlier)  occurs,  as specified by
      the Commissioner of Internal Revenue in revenue rulings, notices, or other
      guidance,  published  in the Internal  Revenue  Bulletin.  The  applicable
      mortality  table  shall be the  mortality  table  based on the  prevailing
      commissioners' standard table (described in Code section 807(d)(5(A)) used
      to determine  reserves for group annuity  contracts  issued on the date of
      which  present  value is being  determined  (without  regard  to any other
      subparagraph of section 807(d)(5)), that is prescribed by the Commissioner
      of  Internal  Revenue  in revenue  rulings,  notices,  or other  guidance,
      published in the Internal Revenue Bulletin.



Final - January 12, 2000                                                      13
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                                   ARTICLE VII

                               GENERAL PROVISIONS

7.1   Funding.   The  Plan  is  intended   as  an  unfunded   plan  of  deferred
      compensation.  The Company intends to establish  appropriate  reserves for
      the Plan on its books of account in  accordance  with  generally  accepted
      accounting principles.  Such reserves shall be, for all purposes,  part of
      the beneficial  funds of the Company and no  Participant,  Spouse or other
      person  claiming a right under the Plan shall have any interest,  right or
      title to such reserves.

7.2   Continuation  of the Plan.  The Plan shall be binding upon the Company and
      any successors or assigns of the Company including any corporation with or
      into which the Company or its  successors or assigns shall  consolidate or
      merge and any transfer of  substantially  all of the assets of the Company
      or its successors or assigns.

7.3   Right to Amend,  Suspend or Terminate.  The Company  reserves the right at
      any time and from time to time to amend,  suspend or terminate the Plan by
      action of its Board of Directors  without the consent of any  Participant,
      Spouse,  or other persons claiming a right under the Plan. No amendment of
      the Plan shall reduce the benefits of any Participant  below the amount to
      which such  Participant has become vested pursuant to section 5.1 prior to
      the date of amendment.

7.4   Rights to Benefits.  No person shall have any right to a benefit under the
      Plan except as such benefit has accrued to such person in accordance  with
      the terms of the Plan,  and that such right  shall be no greater  than the
      rights of any unsecured general creditors of the Company.  Notwithstanding
      any other  provisions of this Plan,  if a Participant  shall be terminated
      for Cause,  all of such  Participant's  rights to benefits under this Plan
      shall be forfeited.  For purposes of this Plan,  the Company may terminate
      the  Participant's  employment  after the Plan  Effective Date for "Cause"
      only if the conditions set forth in paragraphs (i) and (ii) have been met:

                (i)   (A)  the  Participant  has  committed  any act  of  fraud,
                           embezzlement   or  theft  in   connection   with  the
                           Participant's  duties as an  Officer or in the course
                           of   employment   with   the   Company   and/or   its
                           subsidiaries; or

                      (B)  the Participant has willfully and continually  failed
                           to perform  substantially  the  Participant's  duties
                           with the Company or any of its Affiliates (other than
                           any such failure  resulting  from  incapacity  due to
                           physical or mental  illness or injury,  regardless of
                           whether such illness or injury is job-related) for an
                           appropriate  period,  which shall not be less than 30
                           days,  after  the  Chief  Executive  Officer  of  the
                           Company  (or,  if  the   Participant  is  then  Chief
                           Executive Officer, the Board) has delivered a written
                           demand  for  performance  to  the  Participant   that
                           specifically identifies the manner in which the Chief
                           Executive  Officer (or the Board, as the case may be)
                           believes  the  Participant   has  not   substantially
                           performed the Participant's duties; or

                      (C)  the  Participant  has  willfully  engaged  in illegal
                           conduct or gross  misconduct  that is materially  and
                           demonstrably injurious to the Company; or

                      (D)  the   Participant   has  willfully   and   wrongfully
                           disclosed  any  trade  secret  or other  confidential
                           information of the Company or any of its  Affiliates;
                           or

                      (E)  the   Participant  has  engaged  in  any  competitive
                           activity;  and in any such  case the act or  omission
                           shall have been  determined by the Board to have been
                           materially   harmful   to



Final - January 12, 2000                                                      14
<PAGE>


                           the Company and its subsidiaries taken as a whole.

                           For purposes  of the provision, (1) no act or failure
                           to act  on the  part  of  the  Participant  shall  be
                           considered  "willful"  unless it  is done, or omitted
                           to  be  done,  by the  Participant  in bad  faith  or
                           without  reasonable  belief  that  the  Participant's
                           action or  omission was in the best  interests of the
                           Company  and  (2) any act,  or failure to act,  based
                           upon authority  given  pursuant to a resolution  duly
                           adopted  by the Board or upon the instructions of the
                           Chief  Executive  Officer or a senior officer of  the
                           Company or based upon the  advice of counsel  for the
                           Company shall  be  conclusively  presumed to be done,
                           or omitted to be  done,  by the  Participant  in good
                           faith and in the best interests of the Company.

                (ii)  (A)  The  Company  terminates the Participant's employment
                           by  delivering  a   Notice  of  Termination  to   the
                           Participant, and

                      (B)  prior to the  time the  Company  has  terminated  the
                           Participant's  employment  pursuant  to a  Notice  of
                           Termination,  the Board, by the  affirmative  vote of
                           not less  than  three-quarters  (3/4)  of the  entire
                           membership  of the Board,  has  adopted a  resolution
                           finding  that the  Participant  was guilty of conduct
                           set forth in this definition of Cause, and specifying
                           the  particulars  thereof in detail,  at a meeting of
                           the  Board   called  and  held  for  the  purpose  of
                           considering such termination (after reasonable notice
                           to  the   Participant  and  an  opportunity  for  the
                           Participant, together with the Participant's counsel,
                           to be heard before the Board), and

                      (C)  the Company delivers a copy of such resolution to the
                           Participant  with the  Notice of  Termination  at the
                           time the Participant's employment is terminated.

                           In  the  event  of  a dispute  regarding  whether the
                           Participant's  employment  has  been  terminated  for
                           Cause,  no claim by the Company  that the Company has
                           terminated the Participant's  employment for Cause in
                           accordance  with this Agreement shall be given effect
                           unless   the   Company   establishes   by  clear  and
                           convincing  evidence  that the Company  has  complied
                           with  the   requirements   of  this  Section  7.4  to
                           terminate the Participant's employment for Cause.

7.5   Titles.  The titles of the Articles  and sections  herein are included for
      convenience  of reference  only and shall not be construed as part of this
      Plan, or have any effect upon the meaning of the provisions hereof.

7.6   Separability. If any term or provision of this Plan as presently in effect
      or as  amended  from  time to  time,  or the  application  thereof  to any
      payments   or   circumstances,   shall  to  any   extent  be   invalid  or
      unenforceable, the remainder of the Plan, and the application of such term
      or provisions to payments or circumstances other than those as to which it
      is invalid or unenforceable,  shall not be affected thereby, and each term
      or provision of the Plan shall be valid and enforced to the fullest extent
      permitted by law.



Final - January 12, 2000                                                      15
<PAGE>


7.7   Authorized  Officers.  Whenever the Company under the terms of the Plan is
      permitted  or required to do or to perform any act or matter or thing,  it
      shall be done and performed by any Officer duly authorized by the Board of
      Directors  of  the  Company,   provided  that  the  authority  to  approve
      Participants shall be vested in the Committee.

7.8   No Contract of Employment.  Nothing herein contained shall be construed to
      constitute a contract of employment between any Employer and any Employee.

7.9   Data.  It shall be a condition  precedent  to the payment of all  benefits
      under the Plan that each Participant,  former  Participant and Spouse must
      furnish to the Company  such  documents,  evidence or  information  as the
      Company considers  necessary or desirable for the purpose of administering
      the Plan, or to protect the Company.

7.10  Restrictions Upon Assignments and Creditors' Claims. Except as in the Plan
      otherwise provided,  no Participant,  former Participant or any Spouse, or
      the state of any such  person,  shall  have the power to  assign,  pledge,
      encumber  or  transfer  any  interest  in the Plan while the same shall be
      possession of the Company.  Any such attempt at alienation  shall be void.
      No such interest shall be subject to attachment,  garnishment,  execution,
      levy or any other legal equitable proceeding or process and any attempt to
      so such interest shall be void.

7.11  Applicable Law. The Plan shall be construed and administered in accordance
      with the laws of  Wisconsin  to the extent such laws are not  preempted by
      ERISA.



Final - January 12, 2000                                                      16
<PAGE>


<TABLE>
                                                     EXHIBIT A

------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                  Oshkosh Truck          Date of
                                                                 Date of Plan      Corporation           Officer
 Officer's Name                   Title                          Participation      Hire Date          Appointment
-----------------    ----------------------------------------    -------------    -----------------    -----------

<S>                  <C>                                           <C>            <C>                   <C>
Charles Szews        Executive Vice President and Chief            1/31/2000      3/29/96               3/29/96
                     Financial Officer

Matthew Zolnowski    Executive Vice President, Corporate           1/31/2000      1/27/92               1/27/92
                     Administration

Daniel Lanzdorf      Executive Vice President and President,       1/31/2000      6/12/73 (orig)        9/30/96
                     McNeilus Companies, Inc.                                    11/12/79 (rehire)

Timothy Dempsey      Executive Vice President and Corporate        1/31/2000      10/1/95               10/1/95
                     General Counsel, and Secretary

John Randjelovic     Executive Vice President and President,       1/31/2000      10/26/92              10/26/92
                     Pierce Manufacturing Inc.

Paul Hollowell       Executive Vice President and President,       1/31/2000      4/1/89                4/1/89
                     Defense Business

Donald Verhoff       Vice President, Technology                    1/31/2000      5/14/73               7/25/97

Mark Meaders         Vice President, Operations and Corporate      1/31/2000      7/1/93 (orig)         1/1/98
                     Purchasing, Materials, and Logistics                        1/1/98 (rehire)

Ted Henson           Vice President, International Sales           1/31/2000      1/29/90               5/1/97

Michael Wuest        Vice President and General Manager,           1/31/2000      11/2/81               4/20/98
                     Operations, Pierce Manufacturing Inc.

------------------------------------------------------------------------------------------------------------------
</TABLE>



Final - January 12, 2000                                                      17
<PAGE>


                                                                       Exhibit B

               DEFINITION OF "CHANGE IN CONTROL" AND RELATED TERMS

          A "Change in  Control"  shall be deemed to have  occurred if the event
set forth in any one of the following paragraphs shall have occurred:

                    (i) at any time  that  either  no  shares  of Class A Common
          Stock of the Company are issued and  outstanding  or Excluded  Persons
          have ceased to beneficially  own a majority of the outstanding  shares
          of Class A Common Stock of the Company,  any Person (as defined below)
          (other than (A) the Company or any of its subsidiaries,  (B) a trustee
          or other fiduciary holding  securities under any employee benefit plan
          of  the  Company  or  any of  its  subsidiaries,  (C)  an  underwriter
          temporarily  holding  securities  pursuant  to  an  offering  of  such
          securities,  (D) a corporation owned,  directly or indirectly,  by the
          shareholders of the Company in  substantially  the same proportions as
          their  ownership  of stock in the Company or (E) an Exempt  Person (as
          defined  below)  ("Excluded  Persons")) is or becomes the  "Beneficial
          Owner" (as such term is defined  in Rule  13d-3  under the  Securities
          Exchange Act of 1934, as amended (the "Act")), directly or indirectly,
          of  securities  of  the  Company  (not  including  in  the  securities
          beneficially  owned by such Person any  securities  acquired  directly
          from the Company or its  Affiliates  (as defined  below) after January
          31, 2000,  pursuant to express  authorization by the Board that refers
          to this exception) representing 25% or more of (A) the combined voting
          power of the Company's then outstanding  voting  securities or (B) the
          then outstanding shares of common stock of the Company; or

                    (ii) the  following  individuals  cease  for any  reason  to
          constitute  a  majority  of the  number  of  directors  then  serving:
          individuals  who, on January 31, 2000,  constituted  the Board and any
          new director (other than a director whose initial assumption of office
          is in  connection  with an  actual  or  threatened  election  contest,
          including but not limited to a consent  solicitation,  relating to the
          election of directors  of the Company,  as such terms are used in Rule
          14a-11 of Regulation 14A under the Act) whose  appointment or election
          by the Board or nomination for election by the Company's  shareholders
          was approved by a vote of at least  two-thirds  (2/3) of the directors
          then still in office who either were  directors on January 31, 2000 or
          whose appointment,  election or nomination for election was previously
          so approved; or

                    (iii)  the  shareholders  of the  Company  approve a merger,
          consolidation  or  share  exchange  of  the  Company  with  any  other
          corporation  or  approve  the  issuance  of voting  securities  of the
          Company in connection with a merger,  consolidation  or share exchange
          of the Company (or any direct or indirect  subsidiary  of the Company)
          pursuant to applicable stock exchange  requirements,  other than (A) a
          merger,  consolidation  or share  exchange  that  would  result in the
          voting securities of the Company outstanding immediately prior to such
          merger,  consolidation  or  share  exchange  continuing  to  represent
          (either by remaining  outstanding  or by being  converted  into voting
          securities of the surviving entity or any parent thereof) at least 50%
          of the combined  voting power of the voting  securities of the Company
          or such surviving entity or any parent thereof outstanding immediately
          after such  merger,



Final - January 12, 2000                                                      18
<PAGE>


          consolidation or share exchange, (B) a merger,  consolidation or share
          exchange effected to implement a  recapitalization  of the Company (or
          similar  transaction)  in  which no  Person  (other  than an  Excluded
          Person) is or becomes the Beneficial Owner, directly or indirectly, of
          securities   of  the  Company  (not   including   in  the   securities
          beneficially  owned by such Person any  securities  acquired  directly
          from the Company or its Affiliates after January 31, 2000, pursuant to
          express  authorization  by the Board  that  refers to this  exception)
          representing  25% or more  of (1) the  combined  voting  power  of the
          Company's  then  outstanding   voting   securities  or  (2)  the  then
          outstanding  shares of common  stock of the  Company  or (C) a merger,
          consolidation   or   share   exchange   immediately    following   the
          effectiveness  of which  shares of Class A Common Stock of the Company
          will remain issued and outstanding and Excluded  Persons will continue
          to beneficially  own a majority of the  outstanding  shares of Class A
          Common Stock of the Company; or

                    (iv)  the  shareholders  of the  Company  approve  a plan of
          complete liquidation or dissolution of the Company or an agreement for
          the sale or disposition by the Company of all or substantially  all of
          the  Company's  assets  (in one  transaction  or a series  of  related
          transactions within any period of 24 consecutive months), other than a
          sale or disposition by the Company of all or substantially  all of the
          Company's  assets to an entity  at least  75% of the  combined  voting
          power of the  voting  securities  of which  are  owned by  Persons  in
          substantially  the same  proportions as their ownership of the Company
          immediately prior to such sale.

          Notwithstanding the foregoing,  no "Change in Control" shall be deemed
to have occurred if there is consummated any transaction or series of integrated
transactions  immediately following which the record holders of the common stock
of the Company  immediately  prior to such transaction or series of transactions
continue to have  substantially  the same  proportionate  ownership in an entity
that owns all or  substantially  all of the  assets of the  Company  immediately
following such transaction or series of transactions.

          For  purposes of this Exhibit B, the term  "Affiliate"  shall have the
meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations
of the Act.

          For purposes of this Exhibit B, the term  "Exempt  Person"  shall mean
(i) J. Peter  Mosling,  Jr.;  (ii) Stephen P. Mosling;  (iii) any  transferee to
which the Persons  identified in clause (i) and (ii) above (the "Moslings") have
lawfully  transferred or may lawfully transfer shares of Class A Common Stock of
the Company  pursuant to the  provisions of the Stock Purchase  Agreement  dated
April 26th, 1996, by and among the Company and the Moslings,  as the same may be
amended from time to time; and (iv) any trustee, guardian, custodian,  executor,
administrator, fiduciary or other legal representative of the Persons identified
in clauses (i),  (ii) and (iii) above or the estates of the  Moslings,  in their
capacity as such.

          For  purposes  of this  Exhibit  B, the term  "Person"  shall have the
meaning  given in Section  3(a)(9) of the Act, as modified  and used in Sections
13(d) and 14(d) thereof.



Final - January 12, 2000                                                      19