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 ROBERT G. BOHN (the “Executive”). 



WITNESSETH: 



        WHEREAS,
the Executive and the Company executed an initial Employment Agreement as of October 15,
1998, which was subsequently amended as of July 1, 2000 and December 31, 2000 (as amended,
the “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 President and Chief Executive Officer of the Company
and as a director of the Company; 




        WHEREAS,
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 commitment to employ the Executive during the term
of this Agreement, the Executive is willing to agree to the provisions respecting
noncompetition and protection of Confidential Information (as defined below) set forth
herein. 



        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 hereby agrees to continue to employ the Executive, and           the Executive
hereby agrees to continue to be employed by the Company, as the           Chief Executive
Officer of the Company. As such officer, he shall be responsible           for the
supervision, control and conduct of all of the business and affairs of           the
Company, shall have such additional duties as are normally assigned to a           chief
executive 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 of the
          Company.  




        The
Executive shall be entitled (a) to serve as a director of those corporations that shall
have been approved in advance by the Compensation Committee of the Board of Directors of
the Company (the “Committee”), subject to review and approval by the full Board
of Directors of the Company, (b) to participate in such other business, community and
professional activities as the Committee shall approve in advance, subject to review and
approval by the full Board of Directors of the Company, and (c) to devote time to personal
and financial activities so long as they do not materially affect his ability to perform
his duties hereunder. The Company anticipates that the Executive will continue to serve as
a member of the Board of Directors of the Company and as a member of the Executive
Committee of the Board of Directors. 












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




        (a)                 September
30, 2001, 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;  




        (d)                 The
Executive’s retirement at any time on or after he attains the age of           62;
provided, however, that the Executive shall give the Company
          twelve (12) months prior written notice of such retirement or such other notice
          as the Company and the Executive shall mutually agree upon; or  




        (e)                 Termination
of this Agreement under Section 8.  




If the Executive’s employment
continues following the date identified in clause (a) above, then for so long as the
Executive is employed by the Company the Executive shall be an at-will employee. The
provisions of Sections 6, 7, 9, 11, and 12 shall survive the expiration of the term of
this Agreement. 



        The
last date on which the Executive’s employment hereunder may terminate pursuant to
subsection (a) shall be automatically extended at successive one-year intervals on the
date 24 months prior to the date on which the Executive’s employment hereunder would
otherwise terminate unless not less than thirty (30) days prior to such 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 Nonrenewal Notice within the
prescribed time, then the Executive’s employment hereunder 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. Notwithstanding the foregoing, in no event shall
this Agreement 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, payable not less frequently than           monthly
in arrears, at the annual rate of not less than $1,150,000. The           Committee shall
review the Executive’s base salary annually to determine           whether such
salary should be increased based upon (i) the Company’s           performance and/or
the Executive’s performance, (ii) an assessment of           competitive practice as
determined by the Committee or, in the Committee’s           sole discretion, by an
independent compensation consultant and (iii) such other           criteria as the
Committee shall consider in its sole discretion. Further, if the           Executive
initiates or agrees to a general reduction of base salaries of           executive
officers of the Company, then such base salary shall be subject to           reduction on
the same basis and terms that apply to the other officers of the           Company. (In
this Agreement, the term “Base Salary” shall mean the           amount
established and adjusted from time to time pursuant to this subsection           (a).)  





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        (b)       Annual
Bonus. The Executive shall be entitled to participate in the bonus           plan for
senior management personnel of the Company, subject to all of the terms           and
conditions of the plan and the discretion and powers of the Committee
          thereunder.  




        (c)       Stock-based
Compensation. The Executive shall be entitled to participate           in stock-based
compensation programs in effect from time to time for other           senior executives
of the Company, subject to all of the terms and conditions of           such programs and
the discretion and powers of the Committee thereunder.  




        (d)       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 unless approved by the Committee.  




        (e)       Fringe
Benefits. The Executive shall be entitled to participate in all           fringe
benefit plans and programs in effect from time to time for, and on the           same
basis as, all other senior executives of the Company, including medical and
          dental insurance, pension and retirement benefits and other similar benefits.
          The Company shall, at its sole expense, procure and keep in effect term life
          insurance on the life of the Executive, payable to such beneficiaries as the
          Executive may from time to time designate, in an amount that, when aggregated
          with any term life insurance provided to the Executive pursuant to the
          Company’s standard benefit plans, shall be equal to three times the sum of
          (x) the Base Salary then in effect plus (y) the target bonus for the Executive
          applicable to the then current fiscal year.  




        (f)       Perquisites.
The Executive shall be entitled to all of the perquisites           offered from time to
time to other senior executives of the Company and, with           the prior approval of
the Committee, such other perquisites as are necessary and           appropriate for the
Executive to carry out his duties as the Chief Executive           Officer of the
Company. The Executive shall also be entitled to the use,           primarily for
business purposes and at the sole expense of the Company, of the           Chevrolet
Suburban vehicle owned by the Company and currently used on a regular           basis by
the Executive or a vehicle of comparable nature and cost owned by the           Company.  




        (g)       Certain
Expenses. The Company shall bear the expenses of the Executive           for personal
income tax, financial and estate planning consulting services,           provided that
the Committee determines that such expenses are reasonably           incurred and that
the fees charged by the providers of such services are at           competitive rates.
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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        (h)       Supplemental
Retirement Benefit. The Company shall pay the Executive a           supplemental
retirement benefit computed in accordance with Section 11.  




The Committee, in its sole
discretion, may base any future changes in compensation or benefits applicable to the
Executive that are made in accordance with the foregoing on an assessment of competitive
practice by an independent compensation consultant retained by the Committee. Any
approvals of, or changes to, compensation or benefits applicable to the Executive that the
Committee makes in accordance with the foregoing shall be subject to the review and
approval of the full Board of Directors of the Company. 



        4.       Reimbursements.
The Company shall reimburse the Executive for actual           out-of-pocket costs
incurred by him in the course of carrying out his duties           hereunder, such
reimbursements to be made in accordance with the policies and           procedures of the
Company in effect from time to time.  




        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.       Noncompetition.
In consideration of the Company’s commitment to           employ the Executive
during the term of this Agreement, the Executive agrees           that, except in the
event of a material breach of this Agreement by the Company,           for a period of
one year after the termination of any period in respect of which           the Executive
is receiving payments of Base Salary hereunder (including payments           made under
Section 9) or, if later, a period of one year after the termination           of the
Executive’s active employment with the Company (whether such           termination
occurs before or after the expiration of the term of this           Agreement), he shall
not, except as permitted by the Company’s prior           written consent, engage
in, be employed by, or in any way advise or act for in           any capacity where
Confidential Information would reasonably be considered to be           useful, or have
any financial interest in, any business that, as of the date of           such
termination, is engaged directly or indirectly 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 date of such termination with the approval           of
the Board of Directors of Company and with the consent of the Executive.
          However, the foregoing shall not restrict the Executive as to any business if
          neither the Company nor any of its subsidiaries is engaged in such business as
          of the date of such termination and the Board of Directors of the Company has
          approved the exit of the Company and/or its subsidiaries from such business.
The           geographic scope of the Executive’s agreement not to compete shall
extend           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 36 months preceding the date of termination, (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,
whether or not the Company           pursued or abandoned such plans prior to the date of
termination. 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. This covenant shall
survive the termination of this Agreement.  




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        7.       Confidential
Information.  




        (a)       Defined.
“Confidential Information” shall mean ideas,           information, knowledge
and discoveries, whether or not patentable, that are not           generally known in the
trade or industry and about which the Executive has           knowledge as a result of
his employment with the Company, 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, trade secrets,
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.  




        (b)       Nondisclosure.
For a period of five years after the termination of the           Executive’s active
employment with the Company (whether such termination           occurs before or after
the expiration of the term of this Agreement) and           indefinitely thereafter in
respect of any Confidential Information that           constitutes a trade secret or
other information protected by law, 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 Company. This Section 7(b) shall not,           however, be construed to
prohibit competition by Executive for a longer time or           in a broader territory
than that specified in Section 6.  




        (c)       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, 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, nor use any information concerning them except for the benefit of
          the Company or any subsidiary, at any time. The Executive will deliver all of
          the aforementioned documents and objects, if any, that may be in his possession
          to the Company at any time at the request of the Company.  




        8.       Termination.  





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        (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,           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 a 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; or (vii) the Executive’s           failure to
file timely required federal or state income tax returns and to pay           related
taxes. 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) a copy of a resolution, duly adopted by the           affirmative vote
of not less than a majority of the entire membership of the           Board of Directors
of the Company (excluding the Executive) at a meeting of the           Board of Directors
called and held for the purpose (after reasonable notice to           the Executive and
an opportunity for him, together with his counsel, to be heard           before the Board
of Directors), finding that in the good faith opinion of the           Board of Directors
conduct of the Executive met one of the standards set forth           in any of clauses
(i) through (vii) of the preceding sentence and specifying the           particulars
thereof and (B) an affidavit sworn to by the Secretary of the           Company stating
that such resolution was in fact adopted by the affirmative vote           of not less
than a majority of the entire membership of the Board of Directors           (excluding
the Executive). 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 and accrued vested Supplemental Retirement Benefits           described
in Section 11) he would otherwise been entitled to receive under 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 9.  




        (c)       By
the Executive for Good Reason. The Executive may terminate this           Agreement
for Good Reason at any time, subject to the terms of Section 9. For           the
purposes of this Agreement, “Good Reason” shall mean a material
          breach by the Company of the terms and conditions of this Agreement.  




        (d)       By
the Executive without Good Reason. The Executive may terminate this
          Agreement without Good Reason at any time upon 90 days’ prior written
          notice to the Company.  




        9.       Continuing
Liability. If this Agreement is terminated by the Company           pursuant to
Section 8(b) or by the Executive pursuant Section 8(c), then the           Company shall
have continuing liability to the Executive for the Base Salary and           fringe
benefits provided in this Agreement, and payments described in subsection           9(a)
in lieu of bonus, for the remaining term of this Agreement as if this           Agreement
had not been terminated pursuant to Section 8(b) or Section 8(c),           in which
event:  




        (a)                 The
Company shall pay to the Executive on the last day of each fiscal year           during
such remaining term commencing after such termination occurs an amount           equal to
the average of the bonuses paid or payable to the Executive by the           Company with
respect to the three fiscal years of the Company preceding the date           of
termination of this Agreement (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 calculating such average); provided,
          however, that 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, then the
Executive shall           also receive a payment pursuant to this subsection (a) with
respect to the           fiscal year in which such termination occurs; and  





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        (b)                 The
Company shall provide the Executive with fringe benefits, but in no event           shall
fringe benefits be reduced in type or amount from the level of fringe           benefits
being received by the Executive as of the date of termination of this
          Agreement.  




Notwithstanding the foregoing, if the
Executive terminates this Agreement pursuant to Section 8(c), then the Board of
Directors of the Company shall have the right to determine in good faith that there has
not been Good Reason for termination by the Executive pursuant to Section 8(c). In the
event of such determination, the Executive shall be deemed to have voluntarily resigned
without Good Reason pursuant to Section 8(d). 



        If
this Agreement is terminated by the Company pursuant to Section 8(b) or by the Executive
pursuant to Section 8(c), then, at the request of the Board of Directors of the Company
(or any person to whom the Board of Directors delegates this responsibility), the
Executive agrees personally to provide the Company such consulting services as the Company
may reasonably request during the remaining term of this Agreement as if this Agreement
had not been terminated pursuant to Section 8(b) or Section 8(c). The Executive and the
Company shall mutually agree to the timing of the performance of any consulting services,
and the Executive and the Company are obligated to act in good faith to reach agreement as
to such timing. The Executive agrees to maintain detailed records of the consulting
services performed and the amount of time utilized in the performance of such services,
and to provide such time records in writing to the Company on a periodic basis, not less
frequently than monthly. 



        10.       Disability.
If the Executive becomes totally disabled within the meaning                of the LTD
Program and the Executive is not paid Base Salary pursuant to Section
               3(a), then the Executive shall be entitled to receive benefits under the
LTD                Program or otherwise in an aggregate amount equal to sixty percent
(60%) of the                Base Salary then in effect for so long as benefits would
otherwise continue                under the terms of the LTD Program. If any amount of
the benefit under this                Section 10 is provided other than as a benefit
under the LTD Program, such                amount shall be paid only after the Executive
has also incurred a disability as                defined in Internal Revenue Code Section
409A(a)(2)(C).  




        11.       Supplemental
Retirement Benefit.  




        (a)       Certain
Definitions. Capitalized terms in this Section have the meaning
               assigned to them in the Funded Plan unless otherwise defined herein:  




            (i)                      “Funded
Plan” means the Oshkosh Corporation Salaried and Clerical                Employees
Retirement Plan, as in effect from time to time.  




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            (ii)                      “Maximum
Benefit” means the monthly benefit paid to the Executive, or                in the
event of the death of the Executive, to his Spouse, by the Funded Plan.  




            (iii)                      “Supplemental
Retirement Benefit” means the Actuarial Equivalent of a                monthly
benefit commencing on the first day of the month following the month in
               which the Executive has reached age fifty-nine (59). The amount of the
benefit                shall be equal to fifty percent (50%) of the Executive’s
final average                monthly Compensation. The following subparagraphs also shall
apply:  




	 	        (A)                      Final
Average monthly Compensation for this purpose is the average of the
               Executive’s Compensation for the three (3) most recent Compensation
Years                ending after December 31, 1997, but prior to the date of the
Executive’s                termination of employment with the Company, divided by
thirty-six (36). If three                (3) such Compensation Years have not been
completed at the time of the                Executive’s termination of employment,
then the total number of completed                calendar months that have elapsed
between December 31, 1997, and the month in                which termination of
employment occurs shall be used to determine his final                average monthly
Compensation. “Compensation” as used herein, means                that term as
defined in the Funded Plan on October 1, 1998, plus bonus received                by the
Executive during a Compensation Year pursuant to the Company’s
               performance bonus plan(s) covering the Executive; provided, however, that
the                dollar limitations of Internal Revenue Code Section 401(a)(17) are not
               applicable when measuring Compensation for purposes of determining the
amount of                the Supplemental Retirement Benefit.  







	 	        (B)                      If
the Executive’s termination of employment occurs before the Executive
               has completed twenty (20) years of Benefit Service, the amount of
Supplemental                Retirement Benefit that the Executive shall be deemed to have
accrued at that                time shall be determined by multiplying the full amount of
such benefit amount                by a fraction (not to exceed one) determined as
follows:  







	 	        (1)       Numerator:
total number of years of Benefit Service completed after April                30, 1992,
to the date of termination of employment.  







	 	        (2)       Denominator:
twenty (20).  







        (b)       Supplemental
Retirement Benefit Amount. Upon commencement of receipt by           the Executive of
benefit payments under the Funded Plan the Executive shall be           entitled under
this Section 11 to a supplemental monthly benefit that is the           Actuarial
Equivalent of his accrued Supplemental Retirement Benefit less his           Maximum
Benefit.  




        (c)       Supplemental
Preretirement Surviving Spouse Benefit. If the Executive           dies while
employed by the Company, or at any time after becoming vested in           benefits
accrued under this Section 11, and the Executive has a Spouse who is           eligible
under the Funded Plan to receive a preretirement surviving spouse           benefit, such
Spouse shall be entitled to a benefit under this Section that is           the Actuarial
Equivalent of fifty percent (50%) of the Executive’s accrued           Supplemental
Retirement Benefit determined as of the date of death, less the           applicable
accrued Maximum Benefit. If the Executive dies after having commenced           receiving
benefits under the Funded Plan, the terms of the form of benefit           payment in
effect for the Executive shall govern the payment of benefits to the           Executive’s
Spouse, joint annuitant, or other beneficiary.  



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        (d)       Form
and Timing of Payment. The benefit payable to or on behalf of the           Executive
under this Section 11 shall be paid in the normal form as provided by           the
Funded Plan or, as elected by the Executive (or his Spouse, in the event of           the
Executive’s death while employed), on a basis consistent with all
          elections made by the Executive and/or Spouse under the Funded Plan. Any
          conversions to an optional method of payment permitted under the Funded Plan
          shall be the Actuarial Equivalent of such normal form of payment. Benefits due
          under this Section 11 shall be paid coincident with the payment date of
benefits           under the Funded Plan. Actuarial reductions for payment of the
Supplemental           Retirement Benefit before Normal Retirement Age shall be
determined in           accordance with the following table:  









	Number of years by which

the benefit commencement

date precedes the Executive’s

Normal Retirement Age	Portion of Supplemental

Retirement Benefit Payable
	
10	  60.00%
	9	  63.33%
	8	  66.67%
	7	  73.33%
	6	100.00%
	5	100.00%
	4	100.00%
	3	100.00%
	2	100.00%
	1	100.00%
	0	100.00%







        (e)       Vesting.
The Executive’s benefits accrued under this Section 11           shall be fully
vested and nonforfeitable for any reason coincident with the           vesting of the
Executive’s accrued benefits under the Funded Plan.  




        (f)       Supplemental
Retirement Benefit Upon Change in Control of the Company. In           the event of a
Change in Control as defined in the Executive’s Key           Executive Employment
and Severance Agreement (“Change in Control”),           the Company shall make
an immediate single sum distribution of the entire           present value of the
Executive’s accrued vested Supplemental Retirement           Benefit within sixty
(60) days after the Executive’s termination of           employment for any reason.
If the Executive terminated employment prior to such           Change in Control, then
the present value of any accrued vested and unpaid           Supplemental Retirement
Benefit shall be paid in an immediate single sum           distribution within sixty (60)
days after the Change in Control. For purposes of           this provision, present value
shall be determined using the method and actuarial           factors then in effect under
the Funded Plan for determining present values for           purposes of that plan’s
lump sum cash out rules.  




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        12.       Annual
Physical. At the Company’s expense, the Executive shall have           an annual
physical examination performed by a physician whom the Executive           reasonably
chooses for the purpose of determining whether the Executive’s           health will
permit the Executive to carry out his duties as the Chief Executive           Officer of
the Company. The Executive shall direct such physician to provide the           Committee
annually with a copy of such physician’s complete report, a           letter from
such physician or other communication the contents of which confirm           to the
Committee’s reasonable satisfaction the Executive’s fitness to           carry
out his duties as the Chief Executive Officer.  




        13.       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.  




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




        14.                 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)       Amendments.
This Agreement may be modified only in writing signed by the           parties hereto.  




        (c)       Notices.
All notices and other communications hereunder shall be in           writing and shall be
given by hand delivery to the other party or by registered           or certified mail,
return receipt requested, postage prepaid, addressed as           follows:  




	 	(i) 	If
to the Executive:  






	 	
Robert
G. Bohn                                     
1945 Hickory Lane
                                    
Oshkosh, WI 






	 	(ii) 	If
to the Company:  






	 	
Oshkosh
Corporation                                     
2307 Oregon Street
                                    
P. O. Box 2566
                                    
Oshkosh, WI 54903-2566
                                    
Attn:   Corporate Secretary 








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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 or on the second business day
following the day on which such item was mailed. 



        (d)       Entire
Agreement. This Agreement contains 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, in the event of 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, provided,
however, that the rights and obligations of the Company and the Executive described in
Section 11 hereof shall remain as stated therein.. 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. 



        (e)       Dispute
Resolution. All controversies between the Executive and the           Company arising
under this Agreement shall be determined by arbitration. Any           arbitration under
this Section 14(e) shall be conducted in Oshkosh, Wisconsin,           before the
American Arbitration Association, and in accordance with the rules of           such
organization. The arbitration award may allocate attorneys’ fees and
          expenses 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.  




        15.       Continuing
Liability Conditions. Section 9 is subject to this Section 15           effective
January 1, 2008. If this Agreement is terminated by the Company           pursuant to
Section 8(b) or by the Executive pursuant to Section 8(c), the           Company shall
satisfy its continuing obligations under Section 9 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 9:  




        (a)       Six-Month
Delay. No payment of Base Salary or of amounts payable under           Section 9(b)
in lieu of bonus shall be made until the first day of the seventh           month
following the Separation from Service (the “Authorized Payment           Date”).
The accumulated amount withheld from payment pursuant to this           Section 15 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 occurs and compounded           quarterly.  




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        (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.  




        16.       General
SERP Grandfathering Rule. The Supplemental Retirement Benefit           provided
pursuant to Section 11 shall be subject to this Section 16 effective           January 1,
2008. Terms defined in Section 11 have the same meaning when used in           this
Section 16. The Supplemental Retirement Benefit shall be grandfathered to           the
maximum extent permitted pursuant to Code Section 409A, subject to the
          following:  




        (a)       409A
Grandfathered Benefit Amount. The Executive’s 409A           grandfathered
benefit amount is defined as an amount rather than as a periodic           benefit. Such
amount is the present value of accrued vested compensation           deferred for the
Executive under Section 11 as of December 31, 2004, which           amount shall be
determined in accordance with Treasury Regulation 1.409A-6(a)(3)           as of each
date such benefit is valued for purposes of determining the           Executive’s
409A grandfathered benefit amount. For purposes of calculating           the present
value of the 409A grandfathered benefit amount, the actuarial           assumptions used
shall be the same as those used to determine the present value           of lump sum
benefits under the Funded Plan as of each date such grandfathered           amount is
determined.  




        (b)       Payment
of Grandfathered Benefit Amount. The benefits attributable to the           Executive’s
409A grandfathered benefit amount shall be paid at such times           and in such form
as permitted by the terms of Section 11 as in effect on October           1, 2004, which
terms and conditions shall not be materially amended after that           date.  




        (c)       409A
Non-Grandfathered Benefit Amount. The Executive’s 409A
          non-grandfathered benefit amount is defined as an amount rather than as a
          periodic benefit. Such amount is the present value of accrued vested
          compensation deferred for the Executive under Section 11 less the
          Executive’s 409A grandfathered benefit amount, as of each date such
benefit           is valued for purposes of determining the 409A non-grandfathered
benefit amount,           in each case determined in the same manner and with the same
actuarial           assumptions that are used in the calculation of the 409A
grandfathered benefit           amount.  




        (d)       Payment
of 409A Non-Grandfathered Benefit Amount. Notwithstanding any           other
provisions of this Agreement to the contrary, the benefits attributable to           the
409A non-grandfathered benefit amount (the “Non-Grandfathered SERP           Benefit”)
shall be paid in accordance with the following terms and           conditions:  



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            (i)                 The
Non-Grandfathered SERP Benefit shall be deemed to be part of a nonaccount
          balance plan of deferred compensation for purposes of Code Section 409A
          requirements.  




            (ii)                 If
any portion of the Executive’s 409A non-grandfathered benefit amount may
          be includible in income under Code Section 409A, the Human Resources Committee
          of the Board of Directors of the Company shall, in consultation with the
          Executive, modify the terms of this Section applicable to such benefits in the
          least restrictive manner reasonably available to comply with the provisions of
          Code Section 409A, taking into account any other applicable Code provisions and
          without diminution in the value of the payments to the Executive.  




            (iii)                 The
Non-Grandfathered SERP Benefit shall be payable commencing at the following
          times and in the indicated form of payment:  







	
	
	

	Distribution Event
	Timing of Payment of

Non-Grandfathered SERP Benefit
	Form of Payment of Non-Grandfathered

SERP Benefit

	Separation from Service with	Payment of benefits commences on the	Payment is to be in the form of a
	entitlement to Non-Grandfathered SERP	first day of the seventh month	Life Annuity.
	Benefit; age 55 is attained before or	following the month in which the
	after Separation from Service.	Separation from Service requirement
		has been met, or if later, age 55 is
		attained.
	
	
	

	Death with entitlement to	Payment of benefits commences on the	Payment is to be the Actuarial
	Non-Grandfathered SERP Benefit and	first day of the month following the	Equivalent (as that term is defined
	with a surviving spouse (either before	first to occur of (i) the month in	in the Funded Plan)of a single life
	or after Separation from Service).	which the death occurred provided	annuity for the Spouse that is equal
		the Executive had attained at least	to 50 percent of the Executive's
		age 55 at the time of death or (ii)	Non-Grandfathered SERP Benefit
		the later month in which occurs the	determined as of the applicable
		date on which the deceased would	date. The applicable date if the
		have attained age 55.	Executive has attained age 55 at
			death is the day before the
			Executive's death. The applicable
			date if the Executive dies on or
			before the Executive's attainment of
			age 55 is the date on which the
			deceased would have attained age 55.
	
	
	






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            (iv)                 The
term “Life Annuity” means a series of substantially equal periodic
          payments, payable not less frequently than annually, for the life (or life
          expectancy) of the Executive or a series of substantially equal periodic
          payments, payable not less frequently than annually for the life (or life
          expectancy) of the Executive, followed upon the death or end of the life
          expectancy of the Executive by a series of substantially equal periodic
          payments, payable not less frequently than annually, for the life (or life
          expectancy) of the Executive’s Spouse or designated Beneficiary (if any).
          Any use of the Life Annuity form of payment shall conform to the applicable
          requirements of Code Section 409A, including Treasury Regulation
          1.409A-2(b)(2)(ii). Within thirty (30) days after the Executive has incurred a
          Separation from Service with entitlement to a Non-Grandfathered SERP Benefit
and           attained at least age fifty-five (55), the Committee shall provide to the
          Executive a Life Annuity Election Form that includes periodic payment values
for           such benefit to be paid over the following periods, to the extent
applicable:           the life of the Executive; the life of the Executive with a joint
and 100           percent survivor annuity for the life of the Executive’s surviving
spouse;           the life expectancy of the Executive; the life expectancy of the
Executive with           a joint and 100 percent survivor annuity for the life expectancy
of the           Executive’s surviving spouse. The Executive may request alternative
Life           Annuity calculations based on other appropriate assumptions or joint
annuitants           at any time after receiving the Life Annuity Election Form and
before payments           of the Life Annuity commence. The completed Life Annuity
Election Form, together           with any required proof of birth dates requested by the
Committee, must be filed           with the Committee not later than two (2) weeks prior
to the Life Annuity           payment commencement date in order to be effective. If a
complete and timely           Life Annuity Election Form is not filed with the Committee,
then periodic Life           Annuity payments shall be made for the life expectancy of
the Executive. The           form of Life Annuity payment may not be changed after Life
Annuity payments have           commenced.  




            (v)                 In
the event of a Change in Control, as defined in Section 11(f), which also
          satisfies the requirements of a change in ownership or effective control of the
          Company or in the ownership of a substantial portion of the assets of the
          Company pursuant to Internal Revenue Code Section 409A(a)(2)(A)(C) (a
          “Qualifying Change in Control”), the Company shall make an immediate
          single sum distribution of the entire present value of the Executive’s
          Non-Grandfathered SERP Benefit within sixty (60) days after such Qualifying
          Change in Control. If the Executive terminated employment prior to such
          Qualifying Change in Control, then such amount shall be paid in an immediate
          single sum distribution within sixty (60) days after the Qualifying Change in
          Control. Under all other circumstances, payment shall be pursuant to the table
          set forth in (iii), above.  




        17.       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.  




        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:  _________________________________
		        Name:____________________________
		        Title:_____________________________
	

 	Attest:________________________________
		        Name:_____________________________
		        Title:______________________________
	

 	EXECUTIVE
	

 	_________________________________
		Robert G. Bohn












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