KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

          THIS AGREEMENT,  made and entered into as of the ____ day of ________,
____,  by  and  between  Oshkosh  Truck  Corporation,  a  Wisconsin  corporation
(hereinafter  referred  to  as  the  "Company"),  and   ________________________
(hereinafter referred to as the "Executive").

                              W I T N E S S E T H :

          WHEREAS,  the Executive is employed by the Company and/or a subsidiary
of the Company in a key executive  capacity,  and the  Executive's  services are
valuable to the conduct of the business of the Company;

          WHEREAS,   the  Board  of  Directors  of  the  Company  (the  "Board")
recognizes  that  circumstances  may arise in which a change in  control  of the
Company occurs,  through  acquisition or otherwise,  thereby causing uncertainty
about  the  Executive's  future  employment  with the  Company  and/or  any such
subsidiary without regard to the Executive's  competence or past  contributions,
which  uncertainty may result in the loss of valuable  services of the Executive
to the  detriment of the Company and its  shareholders,  and the Company and the
Executive wish to provide  reasonable  security to the Executive against changes
in the Executive's relationship with the Company in the event of any such change
in control;

          WHEREAS,  the Company and the Executive are desirous that any proposal
for a change in control or  acquisition of the Company will be considered by the
Executive  objectively  and with  reference  only to the best  interests  of the
Company and its shareholders; and

          WHEREAS,  the Executive  will be in a better  position to consider the
Company's best interests if the Executive is afforded  reasonable  security,  as
provided in this Agreement,  against altered conditions of employment that could
result from any such change in control or acquisition.

          NOW,  THEREFORE,  in  consideration of the foregoing and of the mutual
covenants and agreements  hereinafter  set forth,  the parties  hereto  mutually
covenant and agree as follows:

          1.  Definitions.  The  following  terms are used in this  Agreement as
defined in Exhibit A:

              Act                                   Covered Termination
              Accrued Benefits                      Effective Date
              Affiliate and Associate               Employer
              Annual Cash Compensation              Good Reason
              Cause                                 Normal Retirement Date


<PAGE>


              Change in Control                     Notice of Termination
              Code                                  Person
              Competitive Activity                  Termination Date
              Confidential Information              Trade Secrets

          2.  Termination  or  Cancellation  Prior to the  Effective  Date.  The
Company  and the  Executive  shall  each  retain  the  right  to  terminate  the
employment  of the  Executive at any time prior to the  Effective  Date.  If the
Executive's  employment is terminated  prior to the  Effective  Date,  then this
Agreement  shall be terminated  and cancelled and of no further force or effect,
and any and all rights and obligations of the parties  hereunder shall cease. In
addition,  this Agreement  shall  terminate upon the Executive  ceasing to be an
officer of the Company and its  Affiliates  prior to a Change in Control  unless
the Executive can  reasonably  demonstrate  that such change in status  occurred
under  circumstances  described  in clause  (iii)(B)(1)  or  (iii)(B)(2)  of the
definition of "Effective Date" in Exhibit A.

          3.  Employment Period. If the Executive is employed by the Employer on
the  Effective  Date,  then the Company  will,  or will cause the  Employer  to,
continue  thereafter to employ the Executive  during the  Employment  Period (as
hereinafter  defined),  and the  Executive  will  remain  in the  employ  of the
Employer,  in  accordance  with and subject to the terms and  provisions of this
Agreement.  For purposes of this Agreement, the term "Employment Period" means a
period (i)  commencing  on the  Effective  Date,  and (ii)  ending at 11:59 p.m.
Oshkosh  Time on the  earlier  of the  third  anniversary  of  such  date or the
Executive's Normal Retirement Date.

          4.  Duties.  During the Employment Period, the Executive shall, in the
most  significant  capacities  and  positions  held by the Executive at any time
during  the  180-day  period  preceding  the  Effective  Date or in  such  other
capacities and positions as may be agreed to by the Company and the Executive in
writing, devote the Executive's best efforts and all of the Executive's business
time,  attention and skill to the business and affairs of the Employer,  as such
business and affairs now exist and as they may hereafter be conducted.

          5.  Compensation. During the Employment Period, the Executive shall be
compensated as follows:

              (a)  The Executive shall receive, at reasonable intervals (but not
less often than monthly) and in accordance with such standard policies as may be
in effect immediately prior to the Effective Date, an annual base salary in cash
equivalent of not less than twelve times the  Executive's  highest  monthly base
salary for the twelve-month period immediately  preceding the month in which the
Effective  Date  occurs or, if higher,  annual base salary at the rate in effect
immediately  prior to the  Effective  Date  (which  base  salary  shall,  unless
otherwise agreed in writing by the Executive, include the current receipt by the
Executive of any amounts that,  prior to the Effective  Date,  the Executive had
elected to defer,  whether such compensation is deferred under Section 401(k) of
the Code or  otherwise),  subject to upward  adjustment as provided in Section 6
(such salary amount as adjusted  upward from time to time is hereafter  referred
to as the "Annual Base Salary").



                                      -2-
<PAGE>


              (b)  The Executive shall receive fringe benefits at least equal in
value to those  provided for the Executive at any time during the 180-day period
immediately preceding the Effective Date or, if more favorable to the Executive,
those provided  generally at any time after the Effective Date to any executives
of the Company  and its  Affiliates  of  comparable  status and  position to the
Executive.  The  Executive  shall  be  reimbursed,  at  such  intervals  and  in
accordance with such standard  policies that are most favorable to the Executive
that were in effect at any time during the 180-day period immediately  preceding
the  Effective  Date or, if more  favorable  to the  Executive,  those  provided
generally at any time after the Effective  Date to any executives of the Company
and its Affiliates of comparable  status and position to the Executive,  for any
and all monies  advanced  in  connection  with the  Executive's  employment  for
reasonable  and  necessary  expenses  incurred by the Executive on behalf of the
Company, including travel expenses.

              (c)  The Executive and/or the Executive's family,  as the case may
be, shall be included,  to the extent  eligible  thereunder  (which  eligibility
shall  not be  conditioned  on the  Executive's  salary  grade  or on any  other
requirement  that  excludes  executives  of the  Company and its  Affiliates  of
comparable  status and position to the  Executive  unless such  exclusion was in
effect  for such plan or an  equivalent  plan on the date 180 days  prior to the
Effective Date), in any and all welfare benefit plans,  practices,  policies and
programs  providing benefits for the Company's salaried employees in general or,
if more  favorable to the  Executive,  to any  executives of the Company and its
Affiliates of comparable status and position to the Executive, including but not
limited to group life  insurance,  hospitalization,  medical  and dental  plans;
provided, that, (i) in no event shall the aggregate level of benefits under such
plans,  practices,  policies and programs in which the  Executive is included be
less than the aggregate level of benefits under plans,  practices,  policies and
programs of the type referred to in this Section 5(c) in which the Executive was
participating  at any time during the 180-day period  immediately  preceding the
Effective Date and (ii) in no event shall the aggregate  level of benefits under
such plans, practices, policies and programs be less than the aggregate level of
benefits under plans,  practices,  policies and programs of the type referred to
in this  Section  5(c)  provided  at any time  after the  Effective  Date to any
executive of the Company and its Affiliates of comparable status and position to
the Executive.

              (d)  The Executive shall annually be entitled to not less than the
amount of paid  vacation and not fewer than the number of paid holidays to which
the  Executive  was  entitled  annually at any time  during the  180-day  period
immediately preceding the Effective Date or such greater amount of paid vacation
and number of paid holidays as may be made  available  annually to the Executive
or any other  executive of the Company and its  Affiliates of comparable  status
and position to the Executive at any time after the Effective Date.

              (e)  The  Executive  shall  be  included  in all  plans  providing
additional  benefits to any  executives  of the Company  and its  Affiliates  of
comparable  status and position to the  Executive,  including but not limited to
deferred  compensation,  split-dollar life insurance,  retirement,  supplemental
retirement,  stock  option,  stock  appreciation,  stock  bonus and  similar  or
comparable plans;  provided,  that, (i) in no event shall the aggregate level of
benefits  under such plans be less than the  aggregate  level of benefits  under
plans of the type  referred to in this



                                      -3-
<PAGE>


Section 5(e) in which the  Executive  was  participating  at any time during the
180-day period immediately  preceding the Effective Date; (ii) in no event shall
the  aggregate  level of  benefits  under such plans be less than the  aggregate
level of benefits  under  plans of the type  referred  to in this  Section  5(c)
provided at any time after the Effective  Date to the Executive or any executive
of the Company  and its  Affiliates  of  comparable  status and  position to the
Executive;  and (iii) the Company's obligation to include the Executive in bonus
or incentive compensation plans shall be determined by Section 5(f).

              (f)  To assure that the Executive will have an opportunity to earn
incentive compensation after the Effective Date, the Executive shall be included
in a bonus plan of the Company that shall satisfy the standards  described below
(the "Bonus  Plan").  Bonuses under the Bonus Plan shall be payable with respect
to achieving such financial or other goals reasonably related to the business of
the  Company,  including  the  Employer,  as the Company  shall  establish  (the
"Goals"),  all of  which  Goals  shall  be  attainable,  prior to the end of the
Employment  Period,  with  approximately  the same degree of  probability as the
goals under the Company's  bonus plan or plans in the form most favorable to the
Executive  that was in effect at any time during the 180-day period prior to the
Effective Date (the "Existing  Plan") and in view of the Company's  existing and
projected  financial  and business  circumstances  applicable  at the time.  The
amount of the bonus (the "Bonus  Amount") that the Executive is eligible to earn
under the Bonus Plan shall be no less than the amount of the Executive's highest
maximum  potential  award under the Existing Plan at any time during the 180-day
period prior to the Effective Date or, if higher,  any maximum  potential  award
under the Bonus Plan or any other bonus or incentive compensation plan in effect
after the  Effective  Date for the Executive or for any executive of the Company
and its  Affiliates  of comparable  status and position to the  Executive  (such
bonus amount herein  referred to as the "Maximum  Bonus"),  and if the Goals are
not achieved (and, therefore, the entire Maximum Bonus is not payable), then the
Bonus Plan shall provide for a payment of a Bonus Amount not less than a portion
of the Maximum Bonus  reasonably  related to that portion of the Goals that were
achieved.  Payment of the Bonus  Amount (i) shall be in cash,  unless  otherwise
agreed by the  Executive,  and (ii) shall not be  affected  by any  circumstance
occurring subsequent to the end of the Employment Period,  including termination
of the Executive's employment.

          6.  Annual Compensation Adjustments. During the Employment Period, the
Board of Directors of the Company (or an  appropriate  committee  thereof)  will
consider and appraise, at least annually,  the contributions of the Executive to
the  Company,  and in  accordance  with  the  Company's  practice  prior  to the
Effective Date, due  consideration  shall be given,  at least  annually,  to the
upward  adjustment of the Executive's  Annual Base Salary (i) commensurate  with
increases  generally given to other executives of the Company and its Affiliates
of comparable status and position to the Executive, and (ii) as the scope of the
Company's operations or the Executive's duties expand.

          7.  Termination During Employment Period.

              (a)  Right to Terminate.  During the  Employment  Period,  (i) the
Company shall be entitled to terminate the Executive's employment (A) for Cause,
(B) by reason of the



                                      -4-
<PAGE>


Executive's  disability pursuant to Section 11, or (C) for any other reason, and
(ii) the Executive shall be entitled to terminate the Executive's employment for
any reason. Any such termination shall be subject to the procedures set forth in
Section 12 and shall be  subject to any  consequences  of such  termination  set
forth in this Agreement.  Any termination of the Executive's  employment  during
the  Employment  Period by the  Employer  shall be deemed a  termination  by the
Company for purposes of this Agreement.

              (b)  Termination  for Cause or Without Good Reason.  If there is a
Covered Termination for Cause or due to the Executive's  voluntarily terminating
the Executive's  employment other than for Good Reason, then the Executive shall
be entitled to receive only Accrued Benefits.

              (c)  Termination Giving Rise to a Termination Payment. If there is
a Covered  Termination by the Executive for Good Reason, or by the Company other
than by reason of (i) death,  (ii)  disability  pursuant to Section 11, or (iii)
Cause,  then the Executive  shall be entitled to receive,  and the Company shall
promptly pay,  Accrued  Benefits and, in lieu of further base salary for periods
following the Termination  Date, as liquidated  damages and severance pay and in
consideration  of the covenant of the Executive set forth in Section 13(a),  the
Termination Payment pursuant to Section 8(a).

          8.  Payments Upon Termination.

              (a)  Termination Payment.

                   (i)   For  purposes  of   this  Agreement,  the  "Termination
     Payment"  shall  be  an  amount  equal  to  the  Annual  Cash  Compensation
     multiplied by the number of years or fractional  portion thereof  remaining
     in the Employment Period determined as of the Termination Date, except that
     the  Termination  Payment  shall not be less than the amount of Annual Cash
     Compensation.  The  Termination  Payment  shall be paid to the Executive in
     cash  equivalent  not later than ten  business  days after the  Termination
     Date.  The  Executive  shall not be required to mitigate  the amount of the
     Termination  Payment by securing  other  employment or otherwise,  nor will
     such  Termination  Payment be reduced by reason of the  Executive  securing
     other employment or for any other reason. The Termination  Payment shall be
     in lieu of any other severance  payments to which the Executive is entitled
     under the  severance  policies  and  practices  of the  Company  and/or any
     subsidiary of the Company.

                   (ii)  Notwithstanding  any other provision of this Agreement,
     if any portion of the  Termination  Payment or any other payment under this
     Agreement,  or under any other agreement with or plan of the Company or the
     Employer, including, without limitation, the Oshkosh Truck Corporation 1990
     Incentive  Stock  Plan (the  "Incentive  Stock  Plan") or any stock  option
     agreement  (the  "Stock  Option  Agreements")  between  the Company and the
     Executive  entered  into  pursuant  to the  Incentive  Stock  Plan  (in the
     aggregate  "Total   Payments"),   would  constitute  an  "excess  parachute
     payment,"  then the Company shall pay the  Executive an  additional  amount
     (the "Gross-Up Payment") such that the net amount retained by the Executive
     after



                                      -5-
<PAGE>


     deduction  of any  excise tax  imposed by Section  4999 of the Code (or any
     successor  provision),  and any interest charges or penalties in respect of
     the  imposition  of such  excise tax (but not any  federal,  state or local
     income tax, or  employment  tax) on the Total  Payments,  and any  federal,
     state or local  income  tax,  or  employment  tax,  and excise tax upon the
     payment  provided for by this Section  8(a)(ii) shall be equal to the Total
     Payments.  Any  provisions of the Incentive  Stock Plan or the Stock Option
     Agreements  that  provide  for a reduction  in  payments  to the  Executive
     relating  to  acceleration  of vesting of stock  options  upon a "Change of
     Control"  (as such term is defined  in the  Incentive  Stock  Plan) if such
     payments  would  result in the payment by the  Executive  of any excise tax
     provided for in Section 280G and Section 4999 of the Code are null and void
     and of no  further  force and effect as they  apply to the  Executive.  For
     purposes of determining the amount of the Gross-Up  Payment,  the Executive
     shall be deemed  to pay  federal  income  tax and  employment  taxes at the
     highest  marginal  rate of federal  income and  employment  taxation in the
     calendar  year in which the  Gross-Up  Payment  is to be made and state and
     local  income taxes at the highest  marginal  rate of taxation in the state
     and  locality of the  Executive's  domicile  for income tax purposes on the
     date the Gross-Up Payment is made, net of the maximum  reduction in federal
     income  taxes that may be  obtained  from the  deduction  of such state and
     local taxes.

                   (iii) For  purposes  of this  Agreement,  the  terms  "excess
     parachute  payment"  and  "parachute  payments"  shall  have  the  meanings
     assigned to them in Section 280G of the Code (or any successor  provision),
     and such "parachute payments" shall be valued as provided therein.  Present
     value for purposes of this Agreement shall be calculated in accordance with
     Section  1274(b)(2)  of the Code  (or any  successor  provision).  Promptly
     following a Covered  Termination  or notice by the Company to the Executive
     of its belief  that there is a payment or benefit  due the  Executive  that
     will result in an excess  parachute  payment as defined in Section  280G of
     the Code (or any successor  provision),  the Executive and the Company,  at
     the  Company's  expense,  shall  obtain  the  opinion  (which  need  not be
     unqualified)  of  nationally  recognized  tax counsel  (the  "National  Tax
     Counsel") selected by the Company's  independent auditors and acceptable to
     the Executive in the Executive's sole discretion,  which opinion sets forth
     (A) the amount of the Base Period Income,  (B) the amount and present value
     of Total Payments, (C) the amount and present value of any excess parachute
     payments  and (D)  the  amount  of any  Gross-Up  Payment.  As used in this
     Section  8(a)(iii),  the term "Base Period Income" means an amount equal to
     the Executive's "annualized includible compensation for the base period" as
     defined in Section 280G(d)(1) of the Code (or any successor provision). For
     purposes of such opinion, the value of any noncash benefits or any deferred
     payment  or  benefit  shall  be  determined  by the  Company's  independent
     auditors in accordance  with the principles of Sections  280G(d)(3) and (4)
     of the Code (or any successor  provisions),  which  determination  shall be
     evidenced in a certificate  of such  auditors  addressed to the Company and
     the Executive. The opinion of the National Tax Counsel shall be dated as of
     the  Termination  Date and  addressed to the Company and the  Executive and
     shall be binding  upon the Company and the  Executive.  If the National Tax
     Counsel  so  requests  in  connection  with the  opinion  required  by this



                                      -6-
<PAGE>


     Section,  the  Executive  and the Company  shall  obtain,  at the Company's
     expense, and the National Tax Counsel may rely on in providing the opinion,
     the advice of a firm of recognized executive compensation consultants as to
     the  reasonableness  of any  item of  compensation  to be  received  by the
     Executive.  Notwithstanding  the foregoing,  the provisions of this Section
     8(a), including the calculations, notices and opinions provided for herein,
     shall be based  upon the  conclusive  presumption  that the  following  are
     reasonable: (1) the compensation and benefits provided for in Section 5 and
     (2) any  other  compensation,  including  but not  limited  to the  Accrued
     Benefits, earned prior to the Termination Date by the Executive pursuant to
     the Company's  compensation  programs if such payments would have been made
     in the future in any  event,  even  though  the  timing of such  payment is
     triggered  by the Change in Control or the  Termination  Date.  Within five
     days after the  National Tax  Counsel's  opinion is received by the Company
     and  the  Executive,  the  Company  shall  pay (or  cause  to be  paid)  or
     distribute  (or  cause  to be  distributed)  to or for the  benefit  of the
     Executive such amounts as are then due to Executive under this Agreement.

                   (iv)  In the  event that,  upon  any  audit  by the  Internal
     Revenue  Service,  or by a state or local  taxing  authority,  of the Total
     Payments or Gross-Up Payment, a change is finally determined to be required
     in the amount of taxes paid by the Executive, appropriate adjustments shall
     be made under this  Agreement  such that the net amount  that is payable to
     the Executive  after taking into account the  provisions of Section 4999 of
     the Code shall  reflect  the intent of the  parties  as  expressed  in this
     Section 8(a), in the manner determined by the National Tax Counsel.

                   (v)   The Company  will  bear all costs  associated  with the
     National Tax Counsel and will  indemnify and hold harmless the National Tax
     Counsel of and from any and all claims,  damages,  and  expenses  resulting
     from or relating to the National Tax Counsel's  determinations  pursuant to
     this Section 8(a),  except for claims,  damages or expenses  resulting from
     the gross negligence or willful misconduct of such firm.

              (b)  Additional Benefits.  If there  is  a Covered Termination and
the Executive is entitled to Accrued Benefits and the Termination Payment,  then
the Executive shall be entitled to the following additional benefits:

                   (i)   The Executive will be entitled  to pension  benefits in
     addition to the most favorable  benefits  provided for the Executive  under
     any  version  of  the  Oshkosh  Truck  Corporation  Salaried  and  Clerical
     Employees Retirement Plan and any supplemental executive retirement plan of
     the Employer  providing  benefits for the Executive  (or any  successors to
     such plans) in effect at any time during the  180-day  period  prior to the
     Effective Date (the "Retirement  Plans").  The amount of additional pension
     benefits will be equal to the  difference  between the amount the Executive
     (or in the event of the Executive's death, the Executive's surviving spouse
     or other beneficiary) would be actually entitled to receive upon retirement
     under the terms and conditions of the  Retirement  Plans and the amount the
     Executive  (or such  surviving  spouse  or  beneficiary)  would  have  been
     entitled  to receive  under such terms and



                                      -7-
<PAGE>


     conditions if the Executive's  benefits under the Retirement Plans had been
     fully vested on the  Termination  Date and the  Executive  had continued to
     work until the earlier of the  Executive's  65th birthday or the end of the
     Employment  Period at a salary  rate equal to the  Executive's  Annual Base
     Salary;  provided,  however,  that in no event will the  assumed  period of
     continued  employment  extend beyond the date on which the Executive elects
     to begin receiving the additional pension benefits.  The Executive shall be
     entitled to elect to receive the Executive's additional pension benefits in
     any form (e.g.  joint and survivor)  that would have been  available to ---
     the Executive  under the terms and conditions of the  Retirement  Plans and
     (subject  to  reduction,  if any,  under such  terms) at any time after the
     Executive has attained the age at which early  retirement is permitted.  In
     addition,  if the Executive  starts to receive the  Executive's  additional
     pension  benefits  before  the  earliest  date on which  the  Executive  is
     eligible for unreduced  Social Security  benefits,  then the Executive will
     receive an amount equal to the difference between the Executive's estimated
     unreduced  Social  Security  benefit  and the  actual  benefit to which the
     Executive  is  entitled  until  the  Executive  attains  the age  when  the
     Executive is eligible for unreduced benefits.

                   (ii)  Until the  earlier of  the end of the Employment Period
     or such time as the Executive has obtained new employment and is covered by
     benefits that in the aggregate are at least equal in value to the following
     benefits, the Executive shall continue to be covered, at the expense of the
     Company, by the most favorable life insurance, hospitalization, medical and
     dental  coverage and other welfare  benefits  provided to the Executive and
     the Executive's family during the 180-day period immediately  preceding the
     Effective  Date or at any time  thereafter  or,  if more  favorable  to the
     Executive, coverage as was required hereunder with respect to the Executive
     immediately prior to the date Notice of Termination is given.

                   (iii) The  Executive  shall  receive,  at the  expense of the
     Company,  outplacement  services,  on an individualized basis at a level of
     service  commensurate  with the  Executive's  most  senior  status with the
     Company  during the  180-day  period  prior to the  Effective  Date (or, if
     higher,  at any time after the  Effective  Date),  provided by a nationally
     recognized  executive  placement  firm  selected  by the  Company  with the
     consent of the Executive,  which consent will not be unreasonably withheld;
     provided that the cost to the Company of such services shall not exceed 15%
     of the Executive's Annual Base Salary.

                   (iv)  The Company  shall bear  up to $10,000 in the aggregate
     of fees and expenses of  consultants  and/or legal or  accounting  advisors
     (other than the National Tax  Counsel)  engaged by the  Executive to advise
     the Executive as to matters relating to the computation of benefits due and
     payable under this Section 8.

              (c)  Rabbi  Trust.  Prior to or  simultaneously  with a Change  of
Control over which the Company has control or within three  business days of any
other Change of Control,  the Company  shall  establish an  irrevocable  grantor
trust (also known as a "rabbi trust") for the benefit of the Executive and other
executives of the Company who are parties to agreements



                                      -8-
<PAGE>


with the Company  similar to this  Agreement for the sole purpose of (i) holding
assets equal in value to the present value at any time after a Change of Control
of the maximum  amount of benefits to which the Executive may be entitled  under
Section 8(a) and Section 8(b) and to which such other executives may be entitled
under similar  provisions of their respective  agreements and (ii)  distributing
such assets as their  payment  becomes due.  Prior to or  simultaneously  with a
Change of Control  over which the Company has control or within  three  business
days of any other Change of Control, the Company shall fund such trust with cash
or marketable  securities  having the value described in clause (i). The Company
shall  reasonably  calculate the value described in clause (i) assuming that the
date on which such calculation is made is the Termination Date applicable to the
Executive and the corresponding date applicable to such other executives.

          9.  Death.

              (a)  Except as provided in Section 9(b), in the event of a Covered
Termination due to the Executive's  death,  the  Executive's  estate,  heirs and
beneficiaries  shall receive all the Executive's  Accrued  Benefits  through the
Termination Date.

              (b)  If the Executive dies after a Notice of  Termination is given
(i)  by the  Company  or  (ii)  by the  Executive  for  Good  Reason,  then  the
Executive's  estate,  heirs and beneficiaries  shall be entitled to the benefits
described in Section 9(a) and,  subject to the provisions of this Agreement,  to
such Termination Payment to which the Executive would have been entitled had the
Executive  lived.  In such  event,  the  Termination  Date shall be thirty  days
following the giving of the Notice of Termination, subject to extension pursuant
to the definition of "Termination Date" in Exhibit A.

          10. Retirement.  If, during  the Employment  Period, the Executive and
the Company shall execute an agreement providing for the early retirement of the
Executive from the Company,  or the Executive  shall  otherwise give notice that
the Executive is voluntarily choosing to retire early from the Company, then the
Executive shall receive Accrued Benefits through the Termination Date; provided,
that if the  Executive's  employment  is  terminated  by the  Executive for Good
Reason or by the Company other than by reason of death,  disability or Cause and
the Executive also, in connection with such termination,  elects voluntary early
retirement,  then the Executive  shall also be entitled to receive a Termination
Payment pursuant to Section 8(a).

          11. Termination for Disability. If, during the Employment Period, as a
result of the Executive's disability due to physical or mental illness or injury
(regardless  of whether such illness or injury is  job-related),  the  Executive
shall have been  absent from the  Executive's  duties  hereunder  on a full-time
basis for a period of six  consecutive  months and, within thirty days after the
Company  notifies the  Executive  in writing  that it intends to  terminate  the
Executive's  employment  (which  notice  shall  not  constitute  the  Notice  of
Termination  contemplated  below),  the Executive shall not have returned to the
performance of the Executive's  duties hereunder on a full-time basis,  then the
Company may terminate the Executive's  employment for purposes of this Agreement
pursuant to a Notice of Termination.



                                      -9-
<PAGE>


If the  Executive's  employment  is  terminated  on account  of the  Executive's
disability in accordance  with this  Section,  then the Executive  shall receive
Accrued  Benefits in accordance  with Section 8(a) and shall remain eligible for
all  benefits  provided by any long term  disability  programs of the Company in
effect at the time the Company  sends  notice to the  Executive of its intent to
terminate pursuant to this Section.

          12. Termination Notice and Procedure.

              (a)  Any termination  of the  Executive's  employment  during  the
Employment  Period by the Company or the Executive  (other than a termination of
the Executive's  employment  referenced in the second sentence of the definition
of "Effective  Date" in Exhibit A) shall be  communicated  by written  Notice of
Termination to the Executive, if such Notice is given by the Company, and to the
Company,  if such Notice is given by the Executive,  all in accordance  with the
following procedures and those set forth in Section 22:

                   (i)   If such termination is for  disability,  Cause  or Good
     Reason,  then the Notice of Termination shall indicate in reasonable detail
     the  facts  and   circumstances   alleged  to  provide  a  basis  for  such
     termination.

                   (ii)  Any Notice of  Termination  by the  Company  shall have
     been  approved,  prior  to  the  giving  thereof  to  the  Executive,  by a
     resolution  duly adopted by a majority of the  directors of the Company (or
     any successor  corporation) then in office, a copy of which shall accompany
     the Notice.

                   (iii) If  the  Notice  is  given  by the  Executive  for Good
     Reason,  then the Executive may cease  performing  the  Executive's  duties
     hereunder  on or after  the date 15 days  after the  delivery  of Notice of
     Termination (unless the Notice of Termination is based upon clause (vii) of
     the  definition  of "Good Reason" in Exhibit A, in which case the Executive
     may cease  performing his duties at the time the Executive's  employment is
     terminated)  and shall in any event  cease  employment  on the  Termination
     Date,  if any,  arising from the delivery of such Notice.  If the Notice is
     given  by  the  Company,  then  the  Executive  may  cease  performing  the
     Executive's  duties  hereunder  on the date of  receipt  of the  Notice  of
     Termination, subject to the Executive's rights hereunder.

                   (iv)  The  recipient  of  any  Notice  of  Termination  shall
     personally  deliver or mail in accordance with Section 22 written notice of
     any dispute relating to such Notice of Termination to the party giving such
     Notice within fifteen days after receipt  thereof.  After the expiration of
     such fifteen days, the contents of the Notice of  Termination  shall become
     final and not subject to dispute.

Notwithstanding the foregoing,  (A) if the Executive  terminates the Executive's
employment  after a Change in Control  without  complying  with this Section 12,
then the Executive will be deemed to have voluntarily terminated the Executive's
employment  other than for Good  Reason and deemed to have  delivered  a written
Notice  of  Termination  to that  effect to the  Company  as of the date of such
termination  and (B) if the Company or the Employer  terminates the  Executive's
employment  after a Change in Control  without  complying  with this



                                      -10-
<PAGE>


Section 12, then the Company will be deemed to have  terminated the  Executive's
employment  other than by reason of death,  disability  or Cause and the Company
will be deemed to have  delivered a written Notice of Termination to that effect
to the  Executive  as of the  date  of  such  termination.  Under  circumstances
described in clause (B) above, the Executive may, but shall not be obligated to,
also deliver a Notice of  Termination  based upon clause (vii) of the definition
of "Good  Reason" in  Exhibit A for the  purpose of  subjecting  such  Notice to
Section 12(a)(iv).

              (b)  If a Change in Control occurs and the Executive's  employment
with  the  Employer  terminates  (whether  by  the  Company,  the  Executive  or
otherwise)  within 180 days prior to the Change in Control,  then the  Executive
may assert that such  termination is a Covered  Termination by sending a written
Notice of Termination to the Company at any time prior to the first  anniversary
of the Change in Control in  accordance  with the  procedures  set forth in this
Section 12(b) and those set forth in Section 22. If the  Executive  asserts that
the Executive terminated the Executive's  employment for Good Reason or that the
Company  terminated  the  Executive's  employment  other than for  disability or
Cause,  then the Notice of Termination  shall indicate in reasonable  detail the
facts and  circumstances  alleged  to provide a basis for such  assertions.  The
Company shall  personally  deliver or mail in accordance with Section 22 written
notice of any dispute  relating to such Notice of  Termination  to the Executive
within 15 days after receipt thereof.  After the expiration of such 15 days, the
contents  of the Notice of  Termination  shall  become  final and not subject to
dispute.

          13. Further Obligations of the Executive.

              (a)  Competition.  The Executive  agrees that, in the event of any
Covered  Termination  where the Executive is entitled to (and receives)  Accrued
Benefits and the Termination  Payment,  the Executive shall not, for a period of
18 months after the Termination Date,  without the prior written approval of the
Company's Board of Directors, engage in any Competitive Activity.

              (b)  Confidentiality.  During the  Executive's  employment  by the
Employer and for a period of 18 months after the Termination Date, the Executive
will keep  confidential and protect all Confidential  Information known to or in
the possession of the Executive,  will not disclose any Confidential Information
to any other person and will not use any  Confidential  Information,  except for
use or disclosure of Confidential  Information for the exclusive  benefit of the
Company as it may direct or as necessary to fulfill the  Executive's  continuing
duties as an employee of the  Employer  and except to the extent  authorized  in
writing by the Board of  Directors  of the  Company or  required by any court or
administrative  agency.  This Section 13(b) shall not, however,  be construed to
prohibit  competition  by  the  Executive  for a  longer  time  or in a  broader
territory than that specified in Section 13(a).

              (c)  Trade Secrets. In addition to the obligations that applicable
law imposes on the Executive in respect of Trade Secrets, during the Executive's
employment by the Employer and thereafter in respect of information  for so long
as it remains a Trade Secret,  the Executive will keep  confidential and protect
all Trade  Secrets  known to or in the  possession  of



                                      -11-
<PAGE>


the Executive,  will not disclose any Trade Secrets to any other person and will
not use any Trade Secrets, except for use or disclosure of Trade Secrets for the
exclusive benefit of the Company as it may direct or as necessary to fulfill the
Executive's  continuing  duties as an employee of the Employer and except to the
extent  authorized  in  writing  by the Board of  Directors  of the  Company  or
required by any court or administrative agency.

              (d)  Return of Property.  All memoranda, notes,  records,  papers,
tapes,  disks,  programs or other documents or forms of documents and all copies
thereof  relating  to the  operations  or  business of the Company or any of its
subsidiaries  that contain  Confidential  Information or Trade Secrets,  some of
which may be prepared by the Executive,  and all objects associated therewith in
any way  obtained by him shall be the  property of the  Company.  The  Executive
shall not, except for the use of the Company or any of its subsidiaries,  use or
duplicate any such  documents or objects,  nor remove them from  facilities  and
premises of the  Company or any  subsidiary,  at any time.  The  Executive  will
deliver to the Company all of the aforementioned  documents and objects, if any,
that may be in his  possession at any time at the request of the Company  during
the Executive's employment and in any event upon termination of employment.  The
Executive agrees to attend an exit interview upon such termination for purposes,
among others, of determining the Executive's compliance with this Section 13(d).

          14. Expenses and Interest. If, after the Effective Date, (i) a dispute
arises with  respect to the  enforcement  of the  Executive's  rights under this
Agreement  or (ii) any  legal or  arbitration  proceeding  shall be  brought  to
enforce or interpret any provision  contained  herein or to recover  damages for
breach  hereof,  in either  case so long as the  Executive  is not acting in bad
faith,  then the  Company  shall  reimburse  the  Executive  for any  reasonable
attorneys'  fees and necessary costs and  disbursements  incurred as a result of
such  dispute,  legal or  arbitration  proceeding  or tax  audit  or  proceeding
("Expenses"),  and  prejudgment  interest on any money  judgment or  arbitration
award obtained by the Executive  calculated at the rate of interest announced by
Firstar Bank, N. A., Milwaukee,  Wisconsin, or its successors, from time to time
as its prime or base lending rate from the date that  payments to the  Executive
should  have  been  made  under  this  Agreement.  Within  ten  days  after  the
Executive's written request therefor, the Company shall pay to the Executive, or
such other  person or entity as the  Executive  may  designate in writing to the
Company, the Executive's reasonable Expenses in advance of the final disposition
or conclusion of any such dispute, legal or arbitration proceeding.

          15. Payment Obligations Absolute.  The Company's obligation during and
after the  Employment  Period to pay the  Executive  the amounts and to make the
benefit  and  other   arrangements   provided   herein  shall  be  absolute  and
unconditional and shall not be affected by any circumstances, including, without
limitation, any setoff,  counterclaim,  recoupment,  defense or other right that
the Company may have against the Executive or anyone else. Except as provided in
Section 14, all amounts  payable by the Company  hereunder shall be paid without
notice or demand.  Each and every payment made hereunder by the Company shall be
final,  and the Company will not seek to recover all or any part of such payment
from the Executive,  or from whomsoever may be entitled thereto,  for any reason
whatsoever.



                                      -12-
<PAGE>


          16. Successors.

              (a)  If  the  Company   sells,   assigns  or   transfers   all  or
substantially  all of its  business  and assets to any Person or if the  Company
merges into or  consolidates  or otherwise  combines (where the Company does not
survive  such  combination)  with  any  Person  (any  such  event,  a  "Sale  of
Business"),  then the Company shall assign all of its right,  title and interest
in this  Agreement as of the date of such event to such Person,  and the Company
shall cause such Person, by written  agreement in form and substance  reasonably
satisfactory to the Executive, to expressly assume and agree to perform from and
after the date of such  assignment  all of the terms,  conditions and provisions
imposed by this  Agreement  upon the  Company.  Failure of the Company to obtain
such  agreement  prior to the effective date of such Sale of Business shall be a
breach of this Agreement  constituting "Good Reason" hereunder,  except that for
purposes  of  implementing  the  foregoing,  the date  upon  which  such Sale of
Business becomes effective shall be deemed the Termination Date. In case of such
assignment  by the Company and of assumption  and  agreement by such Person,  as
used in this  Agreement,  "Company"  shall  thereafter  mean  such  Person  that
executes  and  delivers  the  agreement  provided for in this Section 16 or that
otherwise  becomes bound by all the terms and  provisions  of this  Agreement by
operation  of law,  and this  Agreement  shall  inure to the  benefit of, and be
enforceable by, such Person. The Executive shall, in the Executive's discretion,
be  entitled  to proceed  against  any or all of such  Persons,  any Person that
theretofore  was such a  successor  to the  Company  (as  defined  in the  first
paragraph  of this  Agreement)  and the Company (as so defined) in any action to
enforce  any  rights of the  Executive  hereunder.  Except as  provided  in this
Subsection,  this  Agreement  shall  not  be  assignable  by the  Company.  This
Agreement shall not be terminated by the voluntary or involuntary dissolution of
the Company.

              (b)  This Agreement and all rights of the Executive shall inure to
the  benefit  of and  be  enforceable  by  the  Executive's  personal  or  legal
representatives, executors, administrators, heirs and beneficiaries. All amounts
payable to the Executive  under Sections 7, 8, 9, 10, 11 and 14 if the Executive
had  lived  shall  be  paid,  in the  event  of the  Executive's  death,  to the
Executive's  estate,  heirs and  representatives;  provided,  however,  that the
foregoing  shall not be construed to modify any terms of any benefit plan of the
Company,  as such  terms are in effect on the  Effective  Date,  that  expressly
govern benefits under such plan in the event of the Executive's death.

          17. Severability.  The provisions of  this Agreement shall be regarded
as  divisible,  and if any of said  provisions  or any part hereof are  declared
invalid or unenforceable by a court of competent jurisdiction, then the validity
and  enforceability  of the remainder of such provisions or parts hereof and the
applicability thereof shall not be affected thereby.

          18. Amendment.  This  Agreement may not be  amended or modified at any
time except by written instrument executed by the Company and the Executive.

          19. Withholding.  The Company  shall  be  entitled  to  withhold  from
amounts  to be paid to the  Executive  hereunder  any  federal,  state  or local
withholding  or other taxes or charges which it is from time to time required to
withhold;  provided,  that the amount so



                                      -13-
<PAGE>


withheld shall not exceed the minimum amount required to be withheld by law. The
Company  shall be entitled to rely on an opinion of the  National Tax Counsel if
any  question  as to the amount or  requirement  of any such  withholding  shall
arise.

          20. Certain  Rules  of  Construction.  No party shall be considered as
being responsible for the drafting of this Agreement for the purpose of applying
any rule construing  ambiguities  against the drafter or otherwise.  No draft of
this Agreement  shall be taken into account in construing  this  Agreement.  Any
provision of this  Agreement  that  requires an  agreement  in writing  shall be
deemed to require that the writing in question be signed by the Executive and an
authorized representative of the Company.

          21. Governing Law; Resolution of Disputes.

              (a)  This Agreement and the rights and obligations hereunder shall
be governed by and construed in  accordance  with the internal laws of the State
of Wisconsin  (excluding any choice of law rules that may direct the application
of the  laws of  another  jurisdiction)  except  that  Section  21(b)  shall  be
construed in  accordance  with the Federal  Arbitration  Act if  arbitration  is
chosen by the Executive as the method of dispute resolution.

              (b)  Any dispute  arising  out of  this  Agreement  shall,  at the
Executive's  election,  be  determined  by  arbitration  under  the rules of the
American Arbitration  Association then in effect (but subject to any evidentiary
standards  set forth in this  Agreement),  in which case both  parties  shall be
bound by the arbitration  award, or by litigation.  Whether the dispute is to be
settled  by  arbitration  or  litigation,  the  venue  for  the  arbitration  or
litigation shall be Oshkosh,  Wisconsin or, at the Executive's  election, if the
Executive  is no longer  residing or working in the Oshkosh,  Wisconsin,  in the
judicial  district  encompassing  the  city  in  which  the  Executive  resides;
provided, that, if the Executive is not then residing in the United States, then
the  election  of the  Executive  with  respect  to such  venue  shall be either
Oshkosh,  Wisconsin or in the judicial  district  encompassing  that city in the
United  States  among the  thirty  cities  having  the  largest  population  (as
determined  by the most  recent  United  States  Census  data  available  at the
Termination  Date) that is closest to the  Executive's  residence.  The  parties
consent to  personal  jurisdiction  in each trial  court in the  selected  venue
having subject matter jurisdiction notwithstanding their residence or situs, and
each party  irrevocably  consents  to service of process in the manner  provided
hereunder for the giving of notices.

          22. Notice.  Notices  given  pursuant  to this  Agreement  shall be in
writing and, except as otherwise provided by Section 12(a)(iii), shall be deemed
given when  actually  received  by the  Executive  or  actually  received by the
Company's  Secretary or any officer of the Company other than the Executive.  If
mailed,  such notices shall be mailed by United  States  registered or certified
mail,  return receipt  requested,  addressee only,  postage  prepaid,  if to the
Company,  to  Oshkosh  Truck  Corporation,  Attention:  Secretary  (or,  if  the
Executive  is then  Secretary,  to the Chief  Executive  Officer),  2307  Oregon
Street, P.O. Box 2566, Oshkosh,  WI 54903-2566,  or if to the Executive,  at the
address set forth below the Executive's signature to this Agreement,  or to such
other address as the party to be notified  shall have  theretofore  given to the
other party in writing.



                                      -14-
<PAGE>


          23. No Waiver. The Executive's or the Company's failure to insist upon
strict  compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have  hereunder,  including,  without
limitation,  the right of the Executive to terminate employment for Good Reason,
shall  not be  deemed  to be a waiver  of such  provision  or right or any other
provision or right of this Agreement.

          24. Headings. The headings herein contained are for reference only and
shall  not  affect  the  meaning  or  interpretation  of any  provision  of this
Agreement.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.

                                    OSHKOSH TRUCK CORPORATION


                                    By:
                                       -----------------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------


                                    Attest:
                                           -------------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------

                                    EXECUTIVE


                                                                          (SEAL)
                                    --------------------------------------
                                    [name]
                                    [address]



                                      -15-
<PAGE>


                                                                       Exhibit A

                              CERTAIN DEFINED TERMS

          For purposes of this Agreement,

          (a)  Act. The term "Act" means the Securities Exchange Act of 1934, as
amended.

          (b)  Accrued Benefits.  The term "Accrued  Benefits" shall include the
following amounts, payable as described herein: (i) all base salary for the time
period ending with the  Termination  Date;  (ii)  reimbursement  for any and all
monies advanced in connection with the Executive's employment for reasonable and
necessary  expenses  incurred by the  Executive on behalf of the Company for the
time  period  ending  with the  Termination  Date;  (iii) any and all other cash
earned  through  the  Termination  Date  and  deferred  at the  election  of the
Executive or pursuant to any  deferred  compensation  plan then in effect;  (iv)
notwithstanding  any  provision  of any  bonus or  incentive  compensation  plan
applicable to the Executive, a lump sum amount, in cash, equal to the sum of (A)
any bonus or incentive  compensation  that has been  allocated or awarded to the
Executive for a fiscal year or other  measuring  period under the plan that ends
prior to the  Termination  Date but has not yet been paid  (pursuant  to Section
5(f) or  otherwise)  and (B) a pro rata portion to the  Termination  Date of the
aggregate value of all contingent bonus or incentive  compensation awards to the
Executive for all uncompleted  periods under the plan calculated as to each such
award as if the target or expected  performance Goals with respect to such bonus
or incentive  compensation  award had been attained;  and (v) all other payments
and benefits to which the Executive (or in the event of the  Executive's  death,
the  Executive's  surviving  spouse or other  beneficiary)  may be  entitled  as
compensatory  fringe  benefits  or under  the terms of any  benefit  plan of the
Company,  including  (subject to Section 8(a)(i))  severance  payments under the
Company's  severance  policies and  practices in the form most  favorable to the
Executive that were in effect at any time during the 180-day period prior to the
Effective Date. Payment of Accrued Benefits shall be made promptly in accordance
with the Company's  prevailing practice with respect to clauses (i) and (ii) or,
with  respect  to  clauses  (iii),  (iv) and (v),  pursuant  to the terms of the
benefit plan or practice establishing such benefits.

          (c)  Affiliate and Associate.  The terms "Affiliate"  and  "Associate"
shall have the respective  meanings  ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations of the Act.

          (d)  Annual Cash Compensation.  The term  "Annual  Cash  Compensation"
shall  mean the sum of (A) the  Executive's  Annual  Base  Salary,  plus (B) the
higher of (1) the highest annual bonus or incentive compensation award earned by
the Executive under any cash bonus or incentive compensation plan of the Company
or any of its Affiliates  during the three complete  fiscal years of the Company
immediately  preceding  the  Termination  Date  or,  if  more  favorable  to the
Executive,  during the three  complete  fiscal years of the Company  immediately
preceding the Effective  Date;  or (2) the highest  average  annual bonus and/or
incentive



                                       A-1
<PAGE>


compensation  earned  during  the three  complete  fiscal  years of the  Company
immediately  preceding  the  Termination  Date  (or,  if more  favorable  to the
Executive,  during the three  complete  fiscal years of the Company  immediately
preceding  the  Effective  Date) under any cash bonus or incentive  compensation
plan of the Company or any of its  Affiliates  by the group of executives of the
Company  and its  Affiliates  participating  under such plan  during such fiscal
years  at a  status  or  position  comparable  to that at  which  the  Executive
participated or would have participated  pursuant to the Executive's most senior
position  at any  time  during  the 180 days  preceding  the  Effective  Date or
thereafter until the Termination Date.

          (e)  Cause. The Company may terminate the Executive's employment after
the Effective  Date for "Cause" only if the  conditions  set forth in paragraphs
(i) and  (ii)  have  been  met and the  Company  otherwise  complies  with  this
Agreement:

               (i)   (A)  the  Executive   has   committed  any  act  of  fraud,
     embezzlement  or theft in  connection  with the  Executive's  duties  as an
     Executive  or in the  course of  employment  with the  Company  and/or  its
     subsidiaries;  (B) the Executive has  willfully and  continually  failed to
     perform substantially the Executive'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
     Executive  is then Chief  Executive  Officer,  the Board) has  delivered  a
     written  demand  for   performance  to  the  Executive  that   specifically
     identifies the manner in which the Chief  Executive  Officer (or the Board,
     as the case may be) believes the Executive has not substantially  performed
     the Executive's  duties; (C) the Executive has willfully engaged in illegal
     conduct or gross misconduct that is materially and  demonstrably  injurious
     to the Company;  (D) the Executive has willfully and  wrongfully  disclosed
     any Trade Secrets or Confidential  Information of the Company or any of its
     Affiliates;  or (E) the Executive 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 the Company and its  subsidiaries
     taken as a whole.

               For purposes of this  provision,  (1) no act or failure to act on
     the part of the Executive shall be considered  "willful" unless it is done,
     or omitted to be done, by the Executive in bad faith or without  reasonable
     belief that the Executive'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  Executive in good faith and in
     the best interests of the Company.

               (ii)  (A)  The Company  terminates the Executive's  employment by
     delivering a Notice of Termination to the Executive,  (B) prior to the time
     the Company has terminated the Executive's  employment pursuant to a Notice
     of  Termination,  the



                                       A-2
<PAGE>


     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
     Executive 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 Executive and an  opportunity  for the Executive,
     together with the  Executive's  counsel,  to be heard before the Board) and
     (C) the Company  delivers a copy of such  resolution to the Executive  with
     the  Notice  of  Termination  at the time  the  Executive's  employment  is
     terminated.

In the event of a dispute regarding whether the Executive's  employment has been
terminated  for Cause,  no claim by the Company that the Company has  terminated
the Executive'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  Agreement  to
terminate the Executive's employment for Cause.

          (f)  Change in Control.  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 (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  ("Excluded
     Persons")) is or becomes the "Beneficial Owner" (as such term is defined in
     Rule 13d-3 under 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 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

               (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



                                       A-3
<PAGE>


               (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, 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.

          (g)  Code.  The term "Code" means the  Internal  Revenue Code of 1986,
including any amendments thereto or successor tax codes thereof.



                                       A-4
<PAGE>


          (h)  Competitive   Activity.   The   Executive   shall  engage   in  a
"Competitive  Activity" if the  Executive  engages in, is employed by, or in any
way advises or acts for, in any capacity where  Confidential  Information  would
reasonably be considered to be useful,  or has any material  financial  interest
(excluding  trade debt) in, any business  that,  as of the  Effective  Date,  is
engaged  directly or indirectly in the Geographic Area (as defined below) in the
business of designing,  manufacturing  or marketing fire  apparatus  (including,
without  limitation,  aircraft rescue and firefighting  vehicles),  refuse truck
bodies or vehicles,  concrete mixers,  snow removal vehicles,  defense trucks or
trailers or their related components, or any other business in which the Company
or any of its  subsidiaries  is  engaged  as of  the  Effective  Date.  However,
"Competitive Activity" shall not include any business if neither the Company nor
any of its  subsidiaries is engaged in such business as of the Termination  Date
and the Board of  Directors  of the Company has approved the exit of the Company
and/or its subsidiaries from such business.  Further,  the ownership of minority
and  noncontrolling  shares of any  corporation  whose  shares  are  listed on a
recognized stock exchange or traded in an  over-the-counter  market, even though
such corporation may be a competitor of the Company or any subsidiary  specified
above,  shall  not be  deemed  as  constituting  a  financial  interest  in such
competitor.  "Geographic  Area"  shall  mean an area that  extends to all of the
United States and to any other country if the Company has directly or indirectly
(i) sold product for delivery to a customer in that country during the 18 months
preceding the Effective  Date, (ii) actively sought to sell product for delivery
to any customer in that country during such period or (iii) made plans, in which
the Executive participated, to sell product for delivery to any customer in that
country during such period unless the Company  abandoned such plans prior to the
Effective Date.

          (i)  Confidential  Information.  The term  "Confidential  Information"
shall mean ideas, information, knowledge and discoveries of the Company and/or a
subsidiary  of the Company,  whether or not  patentable,  that are not generally
known in the trade or industry,  including  without  limitation  defense product
engineering information, marketing, sales, distribution, pricing and bid process
information, product specifications, manufacturing procedures, methods, business
plans,  marketing plans, internal memoranda,  formulae,  know-how,  research and
development and other confidential  technical or business  information and data.
"Confidential  Information" shall not include any information that the Executive
can  demonstrate  is in the public domain by means other than  disclosure by the
Executive. "Confidential Information" shall also not include Trade Secrets.

          (j)  Covered Termination.  The term  "Covered  Termination"  means any
termination of the Executive's employment during the Employment Period where the
Termination  Date or the date Notice of  Termination is delivered is any date on
or prior to the end of the Employment Period.

          (k)  Effective Date.  The term  "Effective  Date" shall mean the first
date on which a Change in Control  occurs.  Anything  in this  Agreement  to the
contrary  notwithstanding,   if  (i)  a  Change  in  Control  occurs,  (ii)  the
Executive's employment with the Employer terminates (whether by the Company, the
Executive or otherwise) within 180 days prior to the Change in Control and (iii)
it is reasonably  demonstrated by the Executive that (A)



                                       A-5
<PAGE>


any such  termination  of employment by the Employer (1) was at the request of a
third  party who has taken  steps  reasonably  calculated  to effect a Change in
Control or (2) otherwise arose in connection with or in anticipation of a Change
in Control,  or (B) any such  termination  of employment  by the Executive  took
place subsequent to the occurrence of an event described in clause (ii),  (iii),
(iv) or (v) of the  definition  of "Good Reason" which event (1) occurred at the
request of a third party who has taken steps  reasonably  calculated to effect a
Change in Control or (2) otherwise  arose in connection  with or in anticipation
of a  Change  in  Control,  then for all  purposes  of this  Agreement  the term
"Effective  Date"  shall  mean  the day  immediately  prior  to the date of such
termination of employment.

          (l)  Employer.  The term  "Employer"  means  the  Company  and/or  any
subsidiary of the Company that employed the Executive  immediately  prior to the
Effective Date.

          (m)  Exempt Person.  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.

          (n)  Good  Reason.  The  Executive  shall  have a  "Good  Reason"  for
termination  of  employment  on or after  the  Effective  Date if the  Executive
determines in good faith that any of the following events has occurred:

               (i)   any breach  of this  Agreement  by the  Company,  including
     specifically  any breach by the  Company  of its  agreements  contained  in
     Section 4,  Section 5 or Section 6, other than an  isolated,  insubstantial
     and  inadvertent  failure  not  occurring  in bad  faith  that the  Company
     remedies promptly after receipt of notice thereof given by the Executive;

               (ii)  any reduction in the Executive's base salary, percentage of
     base salary  available as incentive  compensation  or bonus  opportunity or
     benefits, in each case relative to those most favorable to the Executive in
     effect at any time during the 180-day  period prior to the  Effective  Date
     or, to the extent more  favorable to the  Executive,  those in effect after
     the Effective Date;

               (iii) a material  adverse change,  without the Executive's  prior
     written consent,  in the Executive's  working conditions or status with the
     Company or the Employer  from such working  conditions  or status in effect
     during the 180-day  period  prior to the  Effective  Date or, to the extent
     more favorable to the Executive,  those in effect after the Effective Date,
     including  but not limited to (A) a material  change in the nature or scope
     of the Executive's titles, authority,  powers, functions, duties, reporting
     requirements or responsibilities,  or (B) a material reduction in the level
     of support



                                       A-6
<PAGE>


     services,  staff,  secretarial  and  other  assistance,  office  space  and
     accoutrements,  but excluding  for this purpose an isolated,  insubstantial
     and inadvertent  event not occurring in bad faith that the Company remedies
     promptly after receipt of notice thereof given by the Executive;

               (iv)  the  relocation  of  the  Executive's  principal  place  of
     employment to a location more than 50 miles from the Executive's  principal
     place of employment on the date 180 days prior to the Effective Date;

               (v)   the Employer requires  the  Executive to travel on Employer
     business  to a  materially  greater  extent  than was  required  during the
     180-day period prior to the Effective Date;

               (vi)  failure by the Company to obtain the agreement  referred to
     in Section 16(a) as provided therein; or

               (vii) the  Company or the  Employer  terminates  the  Executive's
     employment  after a Change  in  Control  without  delivering  a  Notice  of
     Termination in accordance with Section 12;

provided that (A) any such event occurs  following the Effective  Date or (B) in
the case of any event described in clauses (ii),  (iii), (iv) or (v) above, such
event occurs on or prior to the Effective Date under circumstances  described in
clause  (iii)(B)(1) or (iii)(B)(2) of the definition of "Effective Date." In the
event of a dispute  regarding  whether the Executive  terminated the Executive's
employment for "Good Reason" in accordance with this Agreement,  no claim by the
Company that such termination does not constitute a Covered Termination shall be
given effect unless the Company  establishes  by clear and  convincing  evidence
that such termination does not constitute a Covered Termination. Any election by
the Executive to terminate the Executive's  employment for Good Reason shall not
be deemed a voluntary termination of employment by the Executive for purposes of
any other employee benefit or other plan.

          (o)  Normal Retirement  Date. The term "Normal  Retirement Date" means
the date the Executive reaches "Normal Retirement Age" as defined in the Oshkosh
Truck Corporation  Salaried and Clerical Employees  Retirement Plan as in effect
on the date hereof,  or the  corresponding  date under any successor plan of the
Employer as in effect on the Effective Date.

          (p)  Notice of Termination.  The term "Notice of Termination"  means a
written notice as contemplated by Section 12.

          (q)  Person. 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.

          (r)  Termination  Date.  Except as otherwise  provided in Section 9(b)
and Section  16(a),  the term  "Termination  Date" means (i) if the  Executive's
employment is terminated by the Executive's  death,  the date of death;  (ii) if
the   Executive's   employment  is



                                       A-7
<PAGE>


terminated by reason of voluntary early retirement,  as agreed in writing by the
Company and the Executive,  the date of such early  retirement that is set forth
in such written agreement; (iii) if the Executive's employment is terminated for
purposes  of this  Agreement  by reason of  disability  pursuant  to Section 11,
thirty days after the Notice of  Termination is given;  (iv) if the  Executive's
employment  is  terminated  by the  Executive  voluntarily  (other than for Good
Reason), the date the Notice of Termination is given; and (v) if the Executive's
employment  is  terminated  by the Company  (other than by reason of  disability
pursuant to Section 11) or by the Executive  for Good Reason,  thirty days after
the Notice of Termination is given. Notwithstanding the foregoing,

                     (A)  If the Executive  shall in good faith give a Notice of
          Termination  for Good Reason and the Company  notifies  the  Executive
          that a dispute exists  concerning the  termination  within the fifteen
          day period following receipt thereof,  then the Executive may elect to
          continue  the  Executive's  employment  during  such  dispute  and the
          Termination  Date shall be  determined  under this  paragraph.  If the
          Executive so elects and it is thereafter determined that the Executive
          terminated  the  Executive's  employment for Good Reason in accordance
          with this Agreement, then the Termination Date shall be the earlier of
          (1) the date on which the dispute is finally determined, either (x) by
          mutual  written  agreement  of the parties or (y) in  accordance  with
          Section 21 or (2) the date of the Executive's  death. If the Executive
          so elects and it is thereafter  determined  that the Executive did not
          terminate  the  Executive's  employment  for Good Reason in accordance
          with this  Agreement,  then the employment of the Executive  hereunder
          shall  continue after such  determination  as if the Executive had not
          delivered the Notice of  Termination  asserting  Good Reason and there
          shall be no  Termination  Date arising out of such  Notice.  In either
          case, this Agreement continues, until the Termination Date, if any, as
          if the Executive had not  delivered the Notice of  Termination  except
          that, if it is finally  determined  that the Executive  terminated the
          Executive's  employment  for  Good  Reason  in  accordance  with  this
          Agreement,  then the Executive shall in no case be denied the benefits
          described  in Section 8  (including a  Termination  Payment)  based on
          events occurring after the Executive  delivered the Executive's Notice
          of Termination.

                     (B)  Except as  provided  in  paragraph  (A) above,  if the
          party  receiving  the Notice of  Termination  notifies the other party
          that a dispute exists  concerning the  termination  within the fifteen
          day period following receipt thereof and it is finally determined that
          termination of the  Executive's  employment for the reason asserted in
          such Notice of Termination  was not in accordance with this Agreement,
          then (1) if such  Notice  was  delivered  by the  Executive,  then the
          Executive   will  be  deemed  to  have   voluntarily   terminated  the
          Executive's  employment  other  than for Good  Reason by means of such
          Notice and (2) if delivered  by the Company,  then the Company will be
          deemed to have  terminated the  Executive's  employment  other than by
          reason of death, disability or Cause by means of such Notice.



                                       A-8
<PAGE>


          (s)  Trade Secrets.  "Trade  Secrets" means "trade secrets" as defined
in Wis. Stats. Section 134.90(1)(c), as such definition may be amended from time
to time,  of the Company  and/or a subsidiary  of the Company,  as well as other
information  as to which the Company  and/or a subsidiary  of the Company has an
obligation of confidentiality or secrecy to any third party.



                                       A-9