DEFERRED COMPENSATION AGREEMENT
                                     BETWEEN
                       JOHNSTOWN AMERICA INDUSTRIES, INC.
                                       AND
                                       XXX



         THIS DEFERRED COMPENSATION AGREEMENT  ("AGREEMENT") is made and entered
into  this  30th  day of  November,  1997,  by  and  between  JOHNSTOWN  AMERICA
INDUSTRIES, INC., a Delaware corporation ("CORPORATION") and XXX ("EXECUTIVE").

                                R E C I T A L S:

     A.  EXECUTIVE is currently  employed by  CORPORATION  and is  considered by
CORPORATION to be a valuable and key employee of the CORPORATION.

     B.  It is the  desire  of  EXECUTIVE  to  enter  into an  arrangement  with
CORPORATION whereby EXECUTIVE may defer a portion of the compensation to be paid
to him under the terms of his employment with CORPORATION.

     C. The parties desire to set forth the terms and conditions  upon which the
CORPORATION shall pay such deferred  compensation to EXECUTIVE or his designated
beneficiary under an unfunded  arrangement that will be maintained  primarily to
provide the deferred  compensation  benefits for  EXECUTIVE who is a member of a
select group of management or highly compensated  executives of the CORPORATION,
for purposes of the

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Employee Retirement Income Act of 1974.

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
herein  contained  and in  reliance  upon the  recitals,  set  forth  above  and
incorporated by reference herein, the parties hereto agree as follows:

     1. DEFERMENT OF COMPENSATION.  

     EXECUTIVE  shall have the option,  during the term of his  employment  with
CORPORATION,  to elect to defer all or a  portion  of his  compensation  not yet
earned for each TERM (as  defined  herein) of  EXECUTIVE's  employment  with the
CORPORATION.  For purposes of this  AGREEMENT,  a "TERM" of  employment  for the
EXECUTIVE  will be the  12-month  period  beginning  on January 1st of each year
EXECUTIVE is employed by the CORPORATION and ending on December 31st.  EXECUTIVE
shall  exercise  this  option by  providing  CORPORATION  with a written  notice
indicating the percentage or dollar amount of EXECUTIVE's  compensation that the
EXECUTIVE  desires  to defer  over the  following  TERM,  which  notice  must be
provided to the CORPORATION on or before December 15th of each year prior to the
subsequent TERM. 

     2. DEFERRED ACCOUNT.

     In order to  maintain  an  accurate  record of the  cumulative  amounts  of
compensation   deferred  by  EXECUTIVE,   the  CORPORATION   shall  establish  a
bookkeeping account in the name of EXECUTIVE ("DEFERRED ACCOUNT"). The amount of
compensation   deferred  by  EXECUTIVE  each  year  shall  be  credited  to  the
EXECUTIVE'S

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DEFERRED ACCOUNT.

     3.  ADDITIONS  TO  DEFERRED   COMPENSATION  ACCOUNT.  

     The balance of the  EXECUTIVE'S  DEFERRED  ACCOUNT  shall be deemed to have
been invested in an investment  satisfactory to the CORPORATION and offered as a
"deemed"  investment to EXECUTIVE.  While any part of the  EXECUTIVE'S  DEFERRED
ACCOUNT is deemed to have been  invested  in one or more of the above  described
accounts,  the DEFERRED  ACCOUNT  shall be deemed to have received (and shall be
credited  with)  all  interest,   dividends,  stock  splits,  unrealized  gains,
unrealized  losses or other property which would have been received with respect
to such investment as if the CORPORATION had actually owned such investment. Any
such amounts or property shall be deemed to have been reinvested in the DEFERRED
ACCOUNT as of the date it would have otherwise been  received.  The  investments
described  above shall be deemed to have been made on such dates as are selected
by the  CORPORATION  at the price then in effect,  but in no event later than 60
days after the CORPORATION receives the annual election from EXECUTIVE as to the
amount of  compensation  to be deferred by EXECUTIVE  for the upcoming  12-month
period.

     4. ACTUAL INVESTMENT NOT REQUIRED.

     Although  the  DEFERRED  ACCOUNT  balance  that is  potentially  payable to
EXECUTIVE  hereunder  shall  be  measured  by the  value  of and  income  on the
investments  described in Paragraph 3 above,  the CORPORATION  need not actually
make any such investments.  If the CORPORATION,  in its discretion,  should from
time to time make any

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similar  investment,  such investment shall be solely for the  CORPORATION's own
account,  and the EXECUTIVE  shall have no right,  title or interest in any such
investment.  Accordingly,  the EXECUTIVE is solely an unsecured  creditor of the
CORPORATION  with respect to any  benefits  payable to the  EXECUTIVE  under its
DEFERRED ACCOUNT or this AGREEMENT.

     5. TRIGGERING EVENTS FOR PAYMENT OF DEFERRED COMPENSATION.

     Any compensation  amounts deferred under this AGREEMENT shall be payable to
the EXECUTIVE upon the FIRST to occur of the following ("TRIGGERING EVENT"): 

     5.1  RETIREMENT.  Upon the EXECUTIVE's  reaching his  "RETIREMENT  AGE," as
defined below,  EXECUTIVE shall be entitled to receive the balance of his or her
DEFERRED  ACCOUNT in accordance  with the PAYOUT OPTION  ELECTION (as defined in
Paragraph 6 below) then in effect for  EXECUTIVE  under the terms of Paragraph 6
below. For purposes of this AGREEMENT,  the EXECUTIVE's  retirement age shall be
the date upon which EXECUTIVE  reaches age 65 UNLESS the EXECUTIVE  provides the
CORPORATION  with a  written  notice  at least 12  MONTHS  in  advance  that the
EXECUTIVE  intends to have his or her  "RETIREMENT  AGE" defined as the date for
Early  Retirement,  as that term is defined from time to time by the CORPORATION
policy  then in  effect,  or as the date for Late  Retirement,  as that  term is
defined from time to time by the CORPORATION policy then in effect  ("RETIREMENT
ELECTION"). Any

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RETIREMENT  ELECTION by EXECUTIVE to the CORPORATION  that EXECUTIVE  desires to
have his or her RETIREMENT AGE defined as the Early  Retirement Age or the Later
Retirement Age (as determined by Company policy from time to time),  rather than
age 65,  will take  effect 12 MONTHS  from the date of  receipt  thereof  by the
CORPORATION.  If the EXECUTIVE  reaches Early Retirement Age or Later Retirement
Age prior to the expiration of 12 months from the receipt of a modification to a
RETIREMENT  ELECTION,  payment of any DEFERRED ACCOUNT balance hereunder will be
governed  by the default  definition  of  "RETIREMENT  AGE" (the date upon which
EXECUTIVE reaches age 65).

     5.2 TERMINATION OF EMPLOYMENT. In the event EXECUTIVE's employment with the
CORPORATION is terminated for any reason (other than  disability,  retirement or
death),  the  CORPORATION  shall pay to the EXECUTIVE the entire  balance of the
EXECUTIVE's  DEFERRED  ACCOUNT,  payable in a single sum on the first day of the
first  month  following  EXECUTIVE's  termination  from  the  CORPORATION.   

     5.3  DISABILITY.  In the  event of  EXECUTIVE's  "DISABILITY"  (as  defined
herein),  the  CORPORATION  shall pay to  EXECUTIVE  the  balance  of his or her
DEFERRED  ACCOUNT in accordance  with the PAYOUT OPTION  ELECTION (as defined in
Paragraph 6 below) then in effect for  EXECUTIVE  under the terms of Paragraph 6
below.  For purposes of this AGREEMENT,  the EXECUTIVE shall be considered to be
disabled when a duly licensed physician  selected by the CORPORATION  determines
that, because of ill health,  accident,  disability or general inability because
of age, the

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EXECUTIVE is no longer able, properly and satisfactorily, to perform his regular
duties as an EXECUTIVE of the CORPORATION ("DISABILITY").

     5.4 DEATH. In the event of EXECUTIVE's  death, the CORPORATION shall pay to
the  beneficiary  designated by EXECUTIVE the entire balance of the  EXECUTIVE's
DEFERRED  ACCOUNT in a single sum on the first day of the first month  following
the EXECUTIVE's death.

     5.5 HARDSHIP.  In the event the EXECUTIVE  incurs a "HARDSHIP"  (as defined
herein) as a result of an unforeseeable  emergency, the CORPORATION shall pay to
the EXECUTIVE  such sums from the  EXECUTIVE's  DEFERRED  ACCOUNT,  payable in a
single  sum,  as the  CORPORATION  determines  reasonably  needed to satisfy the
emergency need. For purposes of this AGREEMENT, a "HARDSHIP" shall be defined as
a severe  financial  hardship  to the  EXECUTIVE  resulting  from a  sudden  and
unexpected illness or accident of the EXECUTIVE or of a dependent [as defined in
Internal Revenue Code Section 152(a)] of the EXECUTIVE,  loss of the EXECUTIVE's
property due to  casualty,  or other  similar  extraordinary  and  unforeseeable
circumstances arising as a result of events beyond the control of the EXECUTIVE.
The  circumstances  that will constitute an unforeseeable  emergency will depend
upon the facts of each case,  but,  in any case,  payment may not be made to the
extent that such hardship is or may be relieved:

                           (a) Through reimbursement or compensation by 
          insurance or otherwise,



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                           (b) By liquidation of the EXECUTIVE's  assets, to the
         extent the  liquidation  of such assets  would not itself  cause severe
         financial hardship, or

                           (c) By cessation of deferrals under the plan.

     6.  PAYMENT  OF  DEFERRED  COMPENSATION.  

     Upon the  commencement of this  AGREEMENT,  the EXECUTIVE shall provide the
CORPORATION  with an initial  Payout  Option  Election  which will set forth the
EXECUTIVE's  desired  payment  option  from among the  options  described  below
("PAYOUT  OPTION  ELECTION").  In the event the  EXECUTIVE  fails to provide the
CORPORATION with a written PAYOUT OPTION ELECTION, any DEFERRED ACCOUNT balances
due to EXECUTIVE  hereunder  will be paid in a lump sum under  subparagraph  (a)
below.
          
     Notwithstanding  the foregoing,  the EXECUTIVE may modify his or her PAYOUT
OPTION ELECTION by providing the CORPORATION with a written  modification to his
or her previous  PAYOUT OPTION ELECTION at least 12 MONTHS prior to a TRIGGERING
EVENT.  Any  modification to a PAYOUT OPTION ELECTION will take effect 12 MONTHS
from the date of  receipt  thereof by the  CORPORATION.  If a  TRIGGERING  EVENT
occurs prior to the  expiration of 12 months from the receipt of a  modification
to a PAYOUT OPTION ELECTION,  payment of any DEFERRED ACCOUNT balance  hereunder
will  be  governed  by  the  PAYOUT  OPTION  ELECTION  in  effect  prior  to any
modifications submitted by EXECUTIVE.


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     Unless otherwise  provided in Paragraph 5 above, upon the occurrence of the
first  "TRIGGERING  EVENT" as set forth in  Paragraph 5 above,  the  CORPORATION
shall pay to EXECUTIVE the balance of his or her DEFERRED  ACCOUNT in accordance
with one of the following  payout  options  which  EXECUTIVE has selected by the
valid  PAYOUT  OPTION   ELECTION  then  on  file  for  the  EXECUTIVE  with  the
CORPORATION.  In the event there is no valid PAYOUT OPTION ELECTION on file with
the CORPORATION upon the occurrence of the first  TRIGGERING  EVENT, the balance
of the  EXECUTIVE's  DEFERRED  ACCOUNT  shall  be  paid  out  in a  lump  sum in
accordance with subparagraph (a) below.

                           (a) LUMP SUM. The entire  balance of the  EXECUTIVE's
         DEFERRED  ACCOUNT  shall be payable in a single sum on the first day of
         the first month following the TRIGGERING EVENT.

                           (b)  INSTALLMENT  WITH  STATED  INTEREST.  The entire
         balance of the  EXECUTIVE's  DEFERRED  ACCOUNT,  together with interest
         from the date of the  TRIGGERING  EVENT on the balance of the  DEFERRED
         ACCOUNT  remaining  from time to time unpaid at the standard prime rate
         as  stated  in the WALL  STREET  JOURNAL  from  time to time,  shall be
         payable  in  equal  monthly   installments  over  the  period  of  time
         determined  by EXECUTIVE in his or her PAYOUT  OPTION  ELECTION (not to
         exceed 15  years),  commencing  with the  first day of the first  month
         following the TRIGGERING EVENT.

                           (c) INSTALLMENT WITH INVESTMENT INTEREST.  The entire
         balance of the EXECUTIVE's DEFERRED ACCOUNT, together with a credit for
         all interest,  dividends,  stock splits,  unrealized gains,  unrealized
         losses or other  property  which would have been received from the date
         of  the  TRIGGERING  EVENT  on the  balance  of  the  DEFERRED  ACCOUNT
         remaining  from time to time  unpaid as if the  unpaid  balance  of the
         DEFERRED ACCOUNT was invested pursuant to the provisions of Paragraph 3
         above,  shall be payable in fractional  monthly  installments  over the
         period of time  determined  by  EXECUTIVE  in his or her PAYOUT  OPTION
         ELECTION (not to exceed 15

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         years),  the  fraction  of  which  shall  be  one  (1)  divided  by the
         difference  of the total  payout  period  minus 1 for each  month  that
         EXECUTIVE has received a monthly payment, commencing with the first day
         of the first month  following the TRIGGERING  EVENT. BY WAY OF EXAMPLE,
         IF THE  EXECUTIVE  HAD SELECTED A PAYOUT PERIOD OF 5 YEARS (60 MONTHS),
         THE FRACTIONAL PAYMENT FOR THE FIRST MONTH WILL BE THE DEFERRED ACCOUNT
         BALANCE X 1/60TH.  THE FRACTIONAL  PAYMENT FOR THE SECOND MONTH WILL BE
         THE DEFERRED ACCOUNT BALANCE X 1/59TH, AND SO ON.

     7. UNFUNDED AND UNSECURED

     All payments  hereunder shall be paid in cash from the general funds of the
CORPORATION  and no special or separate fund shall be  established  and no other
segregation of assets shall be made to assure the payment of benefits hereunder.
Nothing  contained  in this  AGREEMENT,  and no  action  taken  pursuant  to its
provisions,  shall create or be  construed  to create a trust of any kind,  or a
fiduciary  relationship,  between CORPORATION and EXECUTIVE or any other person,
nor shall any general assets be considered  security for the  performance of the
obligations of CORPORATION.  Any such assets shall remain a general,  unpledged,
and unrestricted asset of CORPORATION.

     8. EXECUTIVE RIGHTS.

     8.1 UNSECURED GENERAL CREDITOR. The rights of EXECUTIVE,  or his designated
beneficiary hereunder, shall be solely those of an unsecured general creditor of
the  CORPORATION.  The  right to  receive  the  benefits  specified  under  this
AGREEMENT  may be  satisfied  only from the general  assets of the  CORPORATION.
Neither the EXECUTIVE nor any beneficiary  designated by EXECUTIVE hereunder has
any  right  to look to any  specific  or  special  property  separate  from  the
CORPORATION to satisfy a claim

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for benefit payments.

     8.2 NO BENEFICIAL INTEREST.  EXECUTIVE acknowledges and agrees that neither
he nor any beneficiary  designated by EXECUTIVE  hereunder shall have any rights
or  beneficial  ownership  interest in any  general  asset the  CORPORATION  may
acquire or use to help support its financial obligations under this AGREEMENT.

     8.3 NO INTEREST IN INVESTMENTS.  EXECUTIVE  shall have no right,  title, or
interest whatever in or to any investments which the CORPORATION may make to aid
it  in  meeting  its  obligations  under  the  AGREEMENT.   The  EXECUTIVE  also
understands and agrees that his participation, in any way, in the acquisition of
any such general asset for the CORPORATION shall not constitute a representation
to the EXECUTIVE or any beneficiary  designated by EXECUTIVE  hereunder that any
of them has a special or beneficial interest in such general asset.

     9. AMENDMENTS.

     This  AGREEMENT  may be  amended  at any time and from  time to time by the
mutual written consent of the parties to this AGREEMENT.

     10. TERMINATION OF DEFERRED COMPENSATION PLAN.

     The CORPORATION reserves the right, in its sole and absolute discretion, to
terminate this AGREEMENT at any time so long as the  CORPORATION  simultaneously
terminates ALL nonqualified  deferred  compensation plans then in place with the
CORPORATION. In the event of a termination of this AGREEMENT by the

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CORPORATION, the EXECUTIVE's DEFERRED ACCOUNT shall be paid out in a single lump
sum.

     11. GOVERNING LAW.

     This AGREEMENT  shall be construed and enforced in accordance with the laws
of the State of Illinois.

     IN WITNESS  WHEREOF the parties have signed this AGREEMENT the day and year
first above written.

CORPORATION                                                   EXECUTIVE

JOHNSTOWN AMERICA INDUSTRIES,                                 XXX
INC., a Delaware corporation




By:                                                         
   -------------------------------            By: --------------------------
      Its President                           




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