FIRST AMENDED AND
RESTATED 
EMPLOYMENT AGREEMENT 



        FIRST
AMENDED AND RESTATED EMPLOYMENT AGREEMENT effective as of the 1st day of
January, 2008 (“Agreement”) by and between OSHKOSH CORPORATION, a Wisconsin
corporation (the “Company”), and CHARLES L. SZEWS (the “Executive”). 



WITNESSETH: 



        WHEREAS,
the Executive and the Company executed an initial Employment Agreement as of March 20,
2007 (“Original Agreement”) and the parties hereto desire to amend and restate
the Original Agreement to read in its entirety as set forth in this Agreement; 



        WHEREAS,
the Executive has been serving as Executive Vice President and Chief Financial Officer of
the Company; and the Company desires to continue to retain the services of the Executive,
and the Executive desires to continue to be employed by the Company, on the terms and
conditions set forth in this Agreement; and 



        WHEREAS,
in consideration of the Company’s commitments in this Agreement, the Executive has
entered into a Confidentiality and Loyalty Agreement with the Company (the “Loyalty
Agreement”). 



        NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements set
forth herein, the parties hereto, intending to be legally bound, hereby agree as follows: 



        1.       Employment
and Duties. Subject to the terms and conditions of this           Agreement, the
Company will continue to employ the Executive, and the Executive           will continue
to be employed by the Company, as the Executive Vice President and           Chief
Financial Officer of the Company. As such officer, he shall have the           authority
and duties set forth for his offices in the Company’s bylaws,           shall have
such additional duties as are normally assigned to a chief financial           officer,
shall perform his duties in a conscientious, reasonable and competent           manner,
shall devote his best efforts to his employment by the Company and,           except as
otherwise set forth herein, shall devote his entire business time and           attention
to the performance of his duties. At all times, the Executive shall be           subject
to the direction of the Board of Directors and the Chief Executive           Officer (“CEO”)
of the Company. It shall not be a violation of this           Agreement for the Executive
to (a) serve on corporate, civic or charitable           boards or committees and (b)
manage personal investments, so long as such           activities do not significantly
interfere with the performance of the           Executive’s responsibilities as an
employee of the Company in accordance           with this Agreement and, in the case of
corporate boards or committees, so long           as the Executive receives the prior
consent of the CEO.  




        2.       Term.
The employment of the Executive under this Agreement will continue           until the
occurrence of the first of the following events:  




        (a)                 December
31, 2008, subject to extension as described below;  













        (b)                 The
Executive’s death;  




        (c)                 The
Executive shall have become totally disabled within the meaning of the           Oshkosh
Corporation Long Term Disability Program for Salaried Employees (the           “LTD
Program”) such that the Executive is entitled to receive benefits           under
the LTD Program; or  




        (d)                 Termination
of this Agreement under Section 6.  




The provisions of Sections 7 and 10
and the Loyalty Agreement shall survive the expiration of the term of this Agreement. 



        The
last date on which the Executive’s employment under this Agreement may terminate
pursuant to subsection (a) shall be automatically extended at successive one-year
intervals on the date 12 months prior to the date on which the Executive’s employment
under this Agreement would otherwise terminate (the “Extension Date”) unless not
less than 30 days prior to the Extension Date the Company or the Executive has provided a
written notice of nonrenewal (a “Nonrenewal Notice”) to the other party. If a
party gives a timely Nonrenewal Notice, then the Executive’s employment under this
Agreement shall terminate in accordance with the provisions of this Section (as subsection
(a) may have been previously extended by the parties), and neither party shall have any
other rights or obligations as a result of the delivery of such notice. However, this
Agreement will not be extended automatically (x) beyond the date on which the Executive
would attain age 62 or (y) if the Executive is disabled at the time such extension would
otherwise automatically become effective. 



        3.       Compensation.
The Executive shall be entitled to the following           compensation for services
rendered to the Company during the term of this           Agreement:  




        (a)       Base
Salary. Subject to adjustment in accordance with this subsection           (a), the
Executive shall receive a base salary at the annual rate of not less           than
$665,000. The Human Resources Committee of the Board of Directors of the
          Company (the “Committee”) shall review the Executive’s base
          salary annually to determine whether such salary should be increased. (In this
          Agreement, the term “Base Salary” shall mean the amount established
          and adjusted from time to time pursuant to this subsection (a).)  




        (b)       Other
Compensation. The Executive shall be entitled to participate in the           bonus
plan, qualified retirement plan, supplemental retirement plan, stock-based
          compensation programs, deferred compensation plan and fringe benefit plans and
          programs (including without limitation the LTD Program), and receive
          perquisites, in each case in effect from time to time for other senior
          executives of the Company, subject to all of the terms and conditions of the
          respective plans and programs and the discretion and powers of the Committee
          thereunder.  




        (c)       Vacations
and Holidays. The Executive shall be entitled to receive 20           days of paid
vacation per year together with the paid holidays available to all           other senior
management personnel. Unused vacation and holidays shall not accrue           from year
to year, except as may be approved by the CEO.  




        4.       Reimbursements.
The Company shall reimburse the Executive for actual           out-of-pocket costs he
incurs in the course of carrying out his duties, in           accordance with Company
policies and procedures in effect from time to time. The           Executive shall also
be entitled to reimbursement for all reasonable fees and           expenses of the
Executive’s legal counsel in connection with the           negotiation and
preparation of this Agreement.  




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        5.       Withholding.
All payments under this Agreement shall be subject to           withholding or deduction
by reason of the Federal Insurance Contributions Act,           the federal income tax
and state or local income tax and similar laws, to the           extent such laws apply
to such payments.  




        6.       Termination.  




        (a)       By
the Company for Cause. The Company may terminate this Agreement for           Cause
at any time. For the purposes of this Agreement, “Cause” shall           mean
any of the following: (i) theft, dishonesty, fraudulent misconduct,
          unauthorized disclosure of trade secrets, gross dereliction of duty or other
          grave misconduct on the part of the Executive that is substantially injurious
to           the Company; (ii) the Executive’s willful act or omission that he knew
          would have the effect of materially injuring the reputation, business or
          prospects of the Company; (iii) the Executive’s conviction of a felony, as
          evidenced by a binding and final judgment, order or decree of a court of
          competent jurisdiction; (iv) the Executive’s consent to an order of the
          Securities and Exchange Commission for the Executive’s violation of the
          federal securities laws; (v) the Executive’s repeated and demonstrated
          failure to perform material duties in a competent and efficient manner which
          failure is not due to illness or disability of the Executive; (vi) a petition
          under the federal bankruptcy laws or any state insolvency law was filed by or
          against, or a receiver was appointed by a court for the property of, the
          Executive; (vii) the Executive’s failure to file timely (including
          extensions) federal or state income tax returns that the Executive or his
spouse           is required by law to file (such as personal returns and returns for
trusts or           entities of which the Executive or his spouse is trustee, controlling
or general           partner or member, or managing member) and to pay related taxes;
(viii) the           occurrence of improprieties involving the financial statements of
the Company in           which the Executive was directly or indirectly involved in
committing the           impropriety; (ix) the Executive’s commission of material
violations of           codes of conduct of the Company applicable to the Executive; or
(x) the           Executive’s material breach of his obligations under the Loyalty
Agreement.           Notwithstanding the foregoing, the Executive shall not be deemed to
have been           terminated for Cause unless and until there shall have been delivered
to the           Executive a copy of a resolution, duly adopted by the Committee (after
          reasonable notice to the Executive and an opportunity for him, together with
his           counsel, to be heard before the Committee), finding that in the good faith
          opinion of the Committee conduct of the Executive met one of the standards set
          forth in any of clauses (i) through (x) of the preceding sentence and
specifying           the particulars thereof. If the Company terminates this Agreement
for Cause,           then the Executive shall forfeit his right to any and all benefits
(other than           vested fringe benefits) he would otherwise been entitled to receive
under this           Agreement, except that whether the Executive forfeits vested equity
compensation           benefits will be determined in accordance with the terms of plans
and agreements           applicable to such equity compensation benefits rather than this
Agreement.  




        (b)       By
the Company without Cause. The Company may terminate this Agreement           without
Cause at any time, subject to the terms of Section 7.  



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        (c)       By
the Executive. The Executive may terminate this Agreement at any time           upon
90 days’ prior written notice to the Company. In addition, the           Executive
may terminate this Agreement for “Good Reason” upon 30           days’ prior
written notice delivered to the Company. For this purpose,           “Good Reason” means
any substantial breach of this Agreement by the           Company that is not remedied by
the Company promptly after receipt of notice           thereof from the Executive. A
termination of employment by the Executive for           Good Reason shall be effected by
giving the Company written notice within 45           days of the event constituting Good
Reason, setting forth in reasonable detail           the specific conduct of the Company
that constitutes Good Reason and the           specific provision(s) of this Agreement on
which the Executive relies.  




        7.       Entitlements.
If this Agreement is terminated by the Company pursuant to           Section 6(b) or by
the Executive for Good Reason pursuant to Section 6(c), then:  




        (a)                 Provided
that the Executive signs a full release of claims in form and substance
          reasonably acceptable to the Company and the Executive, the Company shall pay
          the Executive as severance pay, in lieu of Base Salary and bonus for the
          remaining term of this Agreement, an amount equal to the sum of (i) the product
          of two times the Annual Cash Compensation and (ii) if the Executive will not
          receive a bonus with respect to the fiscal year in which such termination
occurs           under the bonus plan then in effect solely as a result of the Executive’s
          termination, a pro rata bonus for the fiscal year in which the termination
          occurs in an amount equal to the bonus (if any) that the Executive would have
          received had he remained employed through the entire fiscal year multiplied by
a           fraction representing the portion of the year through the termination date
          during which the Executive served the Company. The term “Annual Cash
          Compensation” means the sum of (1) the Base Salary, plus (2) an
amount           equal to the average of the annual bonuses paid or payable to the
Executive with           respect to the three full fiscal years of the Company preceding
the date of           termination (it being understood that, if no bonus was paid or
payable as to any           year during such three-year period, then the bonus for that
year will be zero           (0) for purposes of this calculation). The Company will make
such payment in a           single sum as soon as practicable after the effectiveness of
the full release,           but not earlier than the first date that the Company may make
such payment           without causing an additional tax to be paid under Section 409A of
the Internal           Revenue Code and the regulations thereunder (“Section 409A”).  




        (b)                 The
Company shall have continuing liability to the Executive for the fringe
          benefits provided in this Agreement for the remaining term of this Agreement as
          if this Agreement had not been terminated pursuant to Section 6(b).  




        8.       Annual
Physical. At the Company’s expense, the Executive shall have           an annual
physical examination performed by a physician whom the Executive           reasonably
chooses.  




        9.       Successors.  




        (a)                 This
Agreement is personal to the Executive and without the prior written           consent of
the Company shall not be assignable by the Executive otherwise than           by will or
the laws of descent and distribution. This Agreement shall inure to           the benefit
of and be enforceable by the Executive’s legal representatives.  




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        (b)                 This
Agreement shall inure to the benefit of and be binding upon the Company and           its
successors.  




        10.       Miscellaneous.  




        (a)       Severability.
This Agreement is to be governed by and construed according           to the laws of the
State of Wisconsin. If any provision of this Agreement shall           be held invalid
and unenforceable for any reason whatsoever, such provision           shall be deemed
deleted and the remainder of the Agreement shall be valid and           enforceable
without such provision.  




        (b)       Notices.
All notices and other communications hereunder shall be in           writing and shall be
given by hand delivery to the other party or by reputable           overnight courier or
registered or certified mail, return receipt requested,           postage prepaid,
addressed as follows: (i) if to the Executive, to his home           address as it
appears on the personnel records of the Company; and (ii) if to           the Company, to
the General Counsel of the Company at the Company’s           principal executive
offices, in each case or to such other address as either           party shall have
furnished to the other in writing in accordance herewith.           Notices and
communications shall be effective when personally delivered, the           date of
delivery by overnight courier or on the second business day following           the day
on which such item was mailed.  




        (c)       Entire
Agreement; Amendments. This Agreement and the Loyalty Agreement           contain the
entire understanding between the Company and the Executive with           respect to the
subject matter hereof, except for the following additional           agreements between
the Company and the Executive:  




	 	        (i)                 Key
Executive Employment and Severance Agreement (the “KEESA”); and  







	 	        (ii)                 Any
stock option, restricted stock or other award agreement under the           Company’s
stock plans.  







Anything in this Agreement to the
contrary notwithstanding, if there is a Change in Control of the Company (as defined in
the KEESA) at a time that the KEESA is in effect, then the rights and obligations of the
Company and the Executive in respect of the Executive’s employment shall be
determined in accordance with the KEESA rather than under this Agreement. Nothing
contained in this Agreement shall be deemed to supersede any of the obligations,
agreements, provisions or covenants of the Company or the Executive contained in the
KEESA. At the request of the Company prior to a Change in Control of the Company, the
Executive will execute a revised form of the KEESA so long as such revised form is
substantially the same as the form then in effect for other senior executives of the
Company, including without limitation a revised form that reflects changes that the
Company determines are appropriate to comply with regulations under Section 409A. This
Agreement may be modified only in writing signed by the parties hereto. 



        (d)       Dispute
Resolution. All controversies between the Executive and the           Company arising
under this Agreement shall be determined by arbitration. Any           arbitration under
this Section 10(d) shall be conducted in Appleton, Wisconsin,           before the
American Arbitration Association, and in accordance with the rules of           such
organization. The arbitration award may allocate attorneys’ fees and
          expenses attributable to the arbitration as determined by the arbitrator. The
          award of the arbitrators, or the majority of them, shall be final, and judgment
          upon the award rendered may be entered into any court, state or federal, having
          jurisdiction.  




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        11.       Limitations
on Entitlements. Section 7 is subject to this Section 11           effective January
1, 2008. If this Agreement is terminated by the Company           pursuant to Section
6(b) or by the Executive for Good Reason pursuant to Section           6(c), the Company
shall satisfy its obligations under Section 7 only after the           Executive has
incurred a Separation from Service, as that term is defined in the           Executive’s
Key Executive Employment and Severance Agreement           (“Separation from Service”).
Effective January 1, 2008, the           requirements of (a) and (b) below shall apply to
the payment or provision of           compensation and benefits pursuant to Section 7:  




        (a)       Six-Month
Delay. No payment of severance pay described in Section 7(a)           shall be made
until the first day of the seventh month following the Separation           from Service
(the “Authorized Payment Date”). The amount delayed for           payment
pursuant to this Section 11 shall be paid to the Executive on the           Authorized
Payment Date in a cash payment, accompanied by an interest payment           calculated
at the rate of interest announced by U.S. Bank, National Association,
          Milwaukee, Wisconsin, from time to time as its prime or base lending rate
          (“Prime”), determined on the date the Separation from Service
occurred           and compounded quarterly.  




        (b)       Fringe
Benefit Restrictions. During the period beginning on the date of           the
Separation from Service and ending on the Authorized Payment Date, the
          Executive shall pay to the Company the cost of any life insurance coverage that
          provides a benefit in excess of $50,000 under a group term life insurance
policy           and any other taxable fringe benefit that would otherwise require
imputing           income to the Executive. On the Authorized Payment Date, the Company
shall make           a cash payment to the Executive, accompanied by an interest payment
at Prime,           determined on the date of the Separation from Service and compounded
quarterly,           equal to the aggregate amount paid by the Executive to the Company
for such           taxable fringe benefits, and thereafter such coverage and benefits
shall be           provided at the expense of the Company for the remainder of the period
required           by this Agreement.  




        12.       Compliance
with Internal Revenue Code Section 409A. The Company and the           Executive
intend the terms of this Agreement to be in compliance with Section           409A of the
Code. The Company does not guarantee the tax treatment or tax           consequences
associated with any payment or benefit, including but not limited           to
consequences related to Section 409A of the Code. To the maximum extent
          permissible, any ambiguous terms of this Agreement shall be interpreted in a
          manner which avoids a violation of Section 409A of the Code. The Executive
          acknowledges that to avoid an additional tax on payments that may be payable or
          benefits that may be provided under this Agreement and that constitute deferred
          compensation that is not exempt from Section 409A of the Code, the Executive
          must make a reasonable, good faith effort to collect any payment or benefit to
          which the Executive believes the Executive is entitled hereunder no later than
          90 days after the latest date upon which the payment could have been made or
          benefit provided under this Agreement, and if the payment or benefit is not
paid           or provided, then the Executive must take further enforcement measures
within           180 days after such latest date.  




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



		OSHKOSH CORPORATION
	

 	By:  ______________________________
		        Robert G. Bohn
		        Chairman of the Board and Chief
		          Executive Officer
	

 	Attest:________________________________
		        Name:_____________________________
		        Title:______________________________
	

 	EXECUTIVE
	

 	_____________________________________(SEAL)
		Charles L. Szews














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