OSHKOSH TRUCK
CORPORATION 





DEFERRED COMPENSATION
PLANFOR 
DIRECTORS AND EXECUTIVE OFFICERS 









(As Restated Effective
January 1, 2002
and as Amended as of
November 14, 2005) 









OSHKOSH TRUCK
CORPORATION 



DEFERRED COMPENSATION
PLAN 
FOR DIRECTORS AND EXECUTIVE OFFICERS 



Table of Contents 






			Page
		 	
	
INTRODUCTION	1 
	
ARTICLE I. DEFINITIONS	2 
		Section 1.1. Administrator	2 
		Section 1.2. Board	2 
		Section 1.3. Change in Control	2 
		Section 1.4. Company	2 
		Section 1.5. Company Match Account	2 
		Section 1.6. Deferred Benefit Account	2 
		Section 1.7. Deferred Compensation Agreement or Agreement	2 
		Section 1.8. Director	2 
		Section 1.9. Exchange Act	2 
		Section 1.10.  Investment Election Change Form	3 
		Section 1.11.  Investment Program	3 
		Section 1.12.  Oshkosh Stock	3 
		Section 1.13.  Participant	3 
		Section 1.14.  Plan	3 
		Section 1.15. Plan Year	3 
		Section 1.16. Plan Interest Rate	3 
		Section 1.17. Retainer Fee	4 
		Section 1.18. Rule 16b-3	4 
		Section 1.19. Share Program	4 
		Section 1.20. Termination	4 
		Section 1.21. Transfer Election Form	4 
	
ARTICLE II. ELIGIBILITY AND PARTICIPATION	5 
		Section 2.1. Eligibility	5 
		Section 2.2. Participation	5 
		Section 2.3. Deferred Compensation Agreements	5 
		Section 2.4. Modifications Due to Hardship	6 
		Section 2.5. Beneficiary Designations	6 
		Section 2.6. Effect of Change in Control	6 
		Section 2.7. Cancellations of Deferred Compensation Agreements	7 
	
ARTICLE III. ACCOUNTS UNDER THE PLAN	8 
		Section 3.1. Investment Program	8 
		Section 3.2. Share Program	8 




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		Section 3.3. Participant Investment Directions	8 
		Section 3.4. Accounting for Deferred Benefit Accounts	9 
		Section 3.5. Payroll Tax Withholding	9 
		Section 3.6. Company Match Accounts	9 
		Section 3.7. Participant Statements	10 
	
ARTICLE IV. DISTRIBUTIONS	11 
		Section 4.1. Form of Distribution	11 
		Section 4.2. Timing of Distribution	11 
		Section 4.3. Benefits Upon Death	11 
		Section 4.4. Installment Payment Election	12 
		Section 4.5. Changes to Payment Periods	12 
		Section 4.6. Annual Payment Date	13 
		Section 4.7. Hardship Payments	13 
		Section 4.8. Scheduled Distributions While Employed	13 
		Section 4.9. Nonalienation	13 
		Section 4.10. Not a Contract of Employment	13 
		Section 4.11. Minimum Size of Accounts to Be Maintained	13 
		Section 4.12. Exchange Act Compliance	13 
	
ARTICLE V. OSHKOSH STOCK	14 
		Section 5.1. General	14 
		Section 5.2. No Rights as Shareholder	14 
		Section 5.3. Restrictions on Subsequent Transfer	14 
	
ARTICLE VI. MISCELLANEOUS	15 
		Section 6.1. Relation to Other Benefit Plans	15 
		Section 6.2. Amendment and Termination	15 
		Section 6.3. Administration of the Plan	15 
		Section 6.4. Rights of Participants	15 
		Section 6.5. Plan is Unfunded	15 
		Section 6.6. Costs of the Plan	16 
		Section 6.7. Severability	16 
		Section 6.8. Governing Law	16 
		Section 6.9. Binding Upon Successors	16 
	
DEFINITION OF “CHANGE IN CONTROL” AND RELATED TERMS	17 







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INTRODUCTION 



        Oshkosh
Truck Corporation created the Deferred Compensation Plan for Directors and Executive
Officers, effective May 19, 1997, to assist eligible executive officers and nonemployee
directors of Oshkosh Truck Corporation and its affiliates to defer income, typically until
retirement, death, or termination of employment or cessation of service as a member of the
Board of Directors of Oshkosh Truck Corporation. 



        The
Plan is amended and restated effective January 1, 2002, as set forth herein. 














ARTICLE I. DEFINITIONS 



        Section
1.1.    Administrator.  “Administrator” means the Human Resources Committee of the
Board of Directors of Oshkosh Truck Corporation. The Executive Vice President, Corporate
Administration, or such Vice President’s delegate, is charged with the day-to-day
responsibility of administration of the Plan.  




        Section
1.2.    Board.  “Board” means the board of directors of Oshkosh Truck Corporation. 




        Section
1.3    Change in Control.  “Change in Control” has the meaning assigned
to this term in Exhibit A, attached hereto and incorporated by this reference.  




        Section
1.4.      Company.  “Company” means Oshkosh Truck Corporation. 




        Section
1.5.    Company Match Account.  The “Company
Match Account” is the Account described in Section 3.6. All Company Match Accounts
are subject to the vesting rules of the Oshkosh Truck Corporation and Affiliates Tax
Deferred Investment Plan (the “Company 401(k) Plan”).  




        Section
1.6.    Deferred Benefit Account.  “Deferred Benefit Account” means the
Account established for each Participant under the Plan comprised of deferred Retainer
Fees or compensation amounts, as adjusted to reflect the net investment return associated
with such amounts, as determined under the Plan. Each Deferred Benefit Account shall have
subaccounts representing the portions of a Participant’s Deferred Benefit Account
that are held in the Investment Program and in the Share Program. All Deferred Benefit
Accounts under the Plan are immediately vested and nonforfeitable.  




        Section
1.7.    Deferred Compensation Agreement or Agreement.  “Deferred Compensation
Agreement” or “Agreement” is the agreement described in Section 2.3.  




        Section
1.8.    Director.  “Director” means any
individual who is a nonemployee member of the Board. 




        Section
1.9.    Exchange Act.  “Exchange Act” means the
Securities Exchange Act of 1934, as amended. 




        Section
1.10.    Investment Election Change Form.   “Investment Election Change Form” means
an investment election form provided by the Administrator for this purpose, properly
completed and signed by a Participant who wishes to change the Participant’s
investment election prospectively as to new deposits or credits to the Participant’s
Account.  




        Section
1.11.    Investment Program.   The “Investment Program” is the program
described in Section 3.1. Former “Cash Accounts” under the Plan are deemed to
be included in the Investment Program as of January 1, 2002.  



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        Section
1.12.    Oshkosh Stock.   “Oshkosh Stock” means the common stock of the
Company, the value of which shall be determined at any relevant time by the
Administrator, taking into account the value at which shares of Oshkosh Stock are traded
on the date in question in representative trades reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to trading on
the Nasdaq National Market on such date, or if no Oshkosh Stock is traded on such date,
the most recent date on which Oshkosh Stock was traded.  




        Section
1.13.    Participant.   “Participant” means each Director and each executive
employee of the Company and its affiliates who is designated by the Administrator to be
eligible and for whom an Account is maintained under the Plan. Any person with an Account
in the Plan who would otherwise no longer be eligible to be a Participant shall
nonetheless continue to be a Participant with respect to such Account until the Account
is fully paid out.  




        Section
1.14.    Plan.   “Plan” means the Oshkosh Truck Corporation Deferred
Compensation Plan for Directors and Executive Officers.  




        Section
1.15.    Plan Year.   “Plan Year” means the 12-month period beginning each
October 1 and is the fiscal year of the Company. The period from January 1, 2002, to
September 30, 2002, is a short Plan Year.  




        Section
1.16.    Plan Interest Rate.   The “Plan Interest Rate” in effect for a Plan
Year quarter is the prime rate on the last business day of the immediately preceding Plan
Year quarter plus one percent (1%). “Prime rate” for this purpose means the
prime rate published for such date in The Wall Street Journal. This definition of
Plan Interest Rate shall be effective as of January 1, 2002, and thereafter, for any
portion of an Account held in the Investment Program.  




        Section
1.17.    Retainer Fee.     “Retainer Fee” means those fees paid by the Company
to Directors for services rendered on the Board or any committee of the Board, including
attendance fees and fees for serving as committee chair. Any Retainer Fee payable for
services during a month is deemed to accrue to the Director on the first day of such
month for Plan purposes.  




        Section
1.18.    Rule 16b-3.   “Rule 16b-3” means Rule 16b-3 of the General Rules
and Regulations under the Exchange Act as promulgated by the Securities and Exchange
Commission or its successors, as amended and in effect from time to time.  




        Section
1.19.    Share Program.   The “Share Program” is the program described in
Section 3.2. The former “Share Accounts” under the Plan are deemed to be
included in the Share Program as of January 1, 2002. Interests in the Share Program are
measured in units of Oshkosh Stock and are sometimes referred to herein as “Oshkosh
Stock units.” 




        Section
1.20.    Termination.   “Termination,” for a Director, means cessation of
service as a Director. “Termination,” for any other Participant, means their
disability, within the meaning of Internal Revenue Code Section 22(e)(3), or their
termination of employment with the Company and its affiliates for any reason other than
death.  




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        Section
1.21.    Transfer Election Form.   “Transfer
Election Form” means a transfer election form in the form provided by the
Administrator, properly completed and signed by a Participant who wishes to transfer
funds from the Investment Program to the Share Program, or the reverse.  







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ARTICLE II.  ELIGIBILITY AND
PARTICIPATION 



        Section
2.1.    Eligibility.   Directors and executive
officers elected by the Board are automatically eligible to participate. The
Administrator may designate other key executive employees as being eligible to
participate, in the Administrator’s discretion. Key executive employee means, for
this purpose, a person who is a member of a select group of management or highly
compensated employees of the Company or its affiliates. The Plan is intended to be a
top-hat deferred compensation plan, exempt from the eligibility, vesting, and funding
requirements of the Employee Retirement Income Security Act of 1974, as amended.  




        Section
2.2.    Participation.    




        (a)              Eligible
persons must complete a written agreement in order to participate. This
          Agreement is called Deferred Compensation Agreement. Deferred Compensation
          Agreements must be completed and filed with the Administrator before the
          beginning of the Plan Year for which they are initially effective, or by March
          31, 2002, if later, except Deferred Compensation Agreements completed by
          newly-eligible persons within thirty (30) days of becoming eligible for the
          first time under the Plan may be effective immediately, but only as to
          compensation or Retainer Fees earned after the date the Agreement is completed
          and filed with the Administrator. Notwithstanding these general rules, however,
          no Deferred Compensation Agreement shall be effective with regard to bonus
          compensation for services and performance during a Plan Year unless such
          Deferred Compensation Agreement has been completed and filed with the
          Administrator before March 31 of the Plan Year to which the services and
          performance relate or, if later, within thirty (30) days of becoming eligible
          for bonus consideration.  




        (b)              A
person who ceases to be eligible for Plan participation, but remains employed,
          cannot elect any new deferrals under the Plan. Deferred Compensation Agreements
          in effect at the time eligibility for Plan participation ceases may remain in
          effect in accordance with their terms and the rules of the Plan through the end
          of the Plan Year in which eligibility to participate ended.  




        (c)              The
Administrator makes all final decisions regarding eligibility and compliance
          with the participation requirements.  




        Section
2.3.    Deferred Compensation Agreements.    




        (a)              Deferred
Compensation Agreements of Directors must designate the amount of           Retainer Fees
that is to be deferred in accordance with Administrator rules and           procedures,
using forms that may be supplied by the Administrator for this           purpose.
Deferred Compensation Agreements of persons other than Directors must           designate
the amount of compensation that is to be deferred and indicate whether           the
deferred amount is to be deducted from salary or bonus, or from both.           Salary,
for this purpose, refers to base pay before reduction for deferred           compensation
amounts but exclusive of bonus or incentive compensation, special           fees or
awards, allowances or amounts designated by the Company as payments           toward or
for reimbursement of expenses. Bonuses, for this purpose, mean the           annual
incentive compensation payable in a Plan Year for services and           performance
during the preceding Plan Year.  




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        (b)              Each
Deferred Compensation Agreement shall also specify the initial Plan Year           during
which the compensation deferral is to take place and the portion of the
          deferred compensation amount that is to be directed to the Investment Program
          and the Share Program. Deferred Compensation Agreements shall remain in effect
          from Plan Year to Plan Year, subject to the right of the Participant to make
          changes in the Participant’s Agreement that are prospectively effective as
          of the first day of the Plan Year commencing after the date the change is
          completed in accordance with Administrator rules.  




        (c)              The
maximum aggregate deferral under each Deferred Compensation Agreement shall           not
exceed the following limits: Retainer Fees—100%; salary—25%;           bonus—100%.
The minimum aggregate deferral amount that may be permitted to           be elected for a
Plan Year shall not be less than five thousand dollars           ($5,000). The
Administrator may, however, adjust these maximum and minimum           limits on a
prospective basis in a uniform manner applied to all similarly           situated
Participants.  




        (d)              The
Company, in the case of Directors, and otherwise the Participant’s
          employer, will make the corresponding reductions in Retainer Fees or
          compensation and the Company will credit such amount to the Participant’s
          Deferred Benefit Account, making appropriate records to distinguish amounts
held           under the Investment Program and the Share Program.  




        Section
2.4.    Modifications Due to Hardship.   A Participant’s deferral election for a
Plan Year is irrevocable during the Plan Year except for substantial financial need of a
Participant due to serious and unanticipated family health, education, or housing needs (“hardship”).
The Administrator, in the Administrator’s discretion, upon demonstration of
hardship, may permit prospective reduction of the Participant’s compensation
deferral election for a Plan Year. A request for reduction in the deferral amount due to
hardship must be submitted in writing, with evidence of hardship, to the Administrator.
If the Administrator approves the request for change, then it will be prospectively
effective only.  




        Section
2.5.    Beneficiary Designations.   Each Participant shall complete a designation of
beneficiary when initially completing a Deferred Compensation Agreement. The beneficiary
designation may subsequently be revised by the Participant. The designated beneficiary of
a Participant may include multiple beneficiaries. If the beneficiary dies before
receiving all payments due such beneficiary, then any remaining payments will be made to
the designated beneficiary’s estate unless a contingent beneficiary was designated
by the Participant as to such amounts. If there is a contingent beneficiary, then
payments will be made to the contingent beneficiary and, if such contingent beneficiary
dies, any remaining payments will be made to the contingent beneficiary’s estate. If
there is no beneficiary designation in force when Plan benefits become payable upon the
death of a Participant, payment shall be made to the Participant’s spouse, or if no
spouse is then living, to the Participant’s estate, as the Participant’s deemed
beneficiary. All beneficiary designations must be made in writing and acknowledged by the
Administrator.  




        Section
2.6.    Effect of Change in Control.    Upon the occurrence of a Change in Control: 




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        (a)              All
deferrals under the Plan of Retainer Fees and compensation shall cease.           Amounts
that would otherwise be deferred will, instead, be paid to Participants
          currently as Retainer Fees or compensation.  




        (b)              The
Accounts of all Participants (whether employed or terminated, including any
          whose Accounts are in pay status) shall be paid out in a single lump sum cash
          payment to all such Participants within ten (10) business days after the Change
          in Control.  




        (c)              Notwithstanding
other Plan provisions regarding the timing of Account           valuations, upon the
occurrence of a Change in Control, Investment Program           subaccounts shall be
updated to the date of payment for earnings and Share           Program subaccounts shall
be valued using the higher of the value of Oshkosh           Stock determined on the date
of the Change in Control or the highest price per           share of Oshkosh Stock paid
in the transaction giving rise to the Change in           Control. If payment is delayed
beyond the payment deadline described in (b)           above, for any reason, the balance
to be paid out shall become fixed as of such           scheduled payment date, except
that such amount shall be increased in an amount           equivalent to interest on such
fixed amount, to the date of actual payment, at a           rate equal to two times the
Plan Interest Rate.  




        Section
2.7.    Cancellations of Deferred Compensation Agreements.   Notwithstanding any
other provision of the Plan, a Participant is hereby granted the right to elect to
terminate participation in the Plan or cancel an outstanding Deferred Compensation
Agreement with regard to amounts subject to Internal Revenue Code Section 409A. This
authority is granted pursuant to IRS Notice 2005-1, Q&A-20. An election pursuant to
this Section must be delivered in writing to the Administrator by December 31, 2005, in
order to be given effect. Any election made pursuant to this Section shall be deemed to
be effective as of January 1, 2005. The amount subject to the termination or cancellation
election shall be reported by the Company as compensation of the Participant in calendar
year 2005.  



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ARTICLE III.  
ACCOUNTS UNDER THE PLAN  



        Section
3.1.    Investment Program.   Under the Investment Program, a Participant’s
deferred compensation amounts not directed to the Share Program and any deemed dividends
on Company stock directed to the Investment Program as described in Section 3.2 are
deemed to earn interest at the Plan Interest Rate, compounded quarterly.  




        Section
3.2.    Share Program.    




        (a)              Under
the Share Program, a Participant’s deferred compensation amounts           directed
to the Share Program are deemed to be invested in shares of Oshkosh           Stock. If
cash dividends are paid on Oshkosh Stock, a corresponding deemed           dividend
amount shall be credited to the Investment Program Account of each           Participant
having an Account balance in the Share Program on the applicable           dividend
record date. Such deemed dividend amounts are directed to the           Investment
Program to simplify Plan recordkeeping and administration. If the           Administrator
determines that it is administratively feasible to reinvest such           deemed
dividend amounts in the Participant’s Share Program Account, the
          Administrator may do so, uniformly for all Participants, after giving notice to
          all Participants of the change in administrative practice.  




        (b)              All
amounts credited to a subaccount in the Share Program shall be converted to
          Oshkosh Stock units, taking into account the timing rules of Section 3.4. No
          actual shares of Oshkosh Stock shall be purchased or earmarked for purposes of
          the Plan.  




        (c)              Participants
shall have no rights as a shareholder pertaining to Oshkosh Stock           in relation
to their Share Program subaccounts and the Oshkosh Stock units           credited to such
subaccounts.  




        Section
3.3.    Participant Investment Directions.  




        (a)                 In
connection with a Participant’s initial Deferred Compensation Agreement
          and thereafter, from time to time as determined by the Participant in
accordance           with Administrator rules, each Participant shall provide written
investment           directions indicating the portion of such Participant’s
deferred amount           that is to be allocated to the Investment Program and the Share
Program. Any           apportionment of newly deposited funds to such Programs shall be
in ten percent           (10%) increments, unless other incremental amounts are
established by           Administrator rule on a prospective basis, uniformly applied to
similarly           situated participants.  




        (b)                 An
investment direction contained in an initial Deferred Compensation Agreement
          shall become effective on the first day of the Plan Year quarter following the
          completion of the initial Agreement. An investment direction contained in an
          Investment Election Change Form shall become effective on the October 1 or
April           1 following the completion of the Investment Election Change Form in
accordance           with Administrator rules.  




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             (c)       
          Subject to the restrictions in (d), below, a Participant may transfer amounts
          from the Investment Program to the Share Program, or the reverse, in ten percent
          (10%) increments (unless other incremental amounts are established by
          Administrator rule on a prospective basis, uniformly applied to similarly
          situated participants) of the amounts credited to a Program by completing a
          Transfer Election Form, in accordance with Administrator rules. Such transfers
          among Programs shall become effective on the first day of the Plan Year quarter
          following the completion of the Transfer Election Form. 



             (d)       
          A Participant who is subject to Section 16 of the Securities Exchange Act of
          1934, as amended, may make transfers of existing balances into or out of the
          Share Program if the transfer is effected pursuant to an election made at least
          six (6) months after the date of the Participant’s most recent opposite-way
          election making a transfer of existing Account balances out of or into the Share
          Program or existing account balances out of or into an Oshkosh Stock fund under
          any other Company plan, or more frequently as permitted by the Administrator. 



        Section
3.4.    Accounting for Deferred Benefit Accounts.  




        (a)              Deferred
Benefit Accounts shall be established for each Participant including
          subaccounts in the Investment Program and the Share Program, as applicable.
          Credits for deferred Retainer Fees and compensation shall be made not later
than           the last day of the Plan Year quarter in which such amounts would
otherwise have           been received by the Participant.  




        (b)              Subaccounts
established for Participants shall be deemed to be fully invested at           all times
in the investment program to which the subaccount is assigned, taking           into
account the following timing rules. Amounts credited to a           Participant’s
subaccount in the Investment Program or the Share Program           (whether as deferred
Retainer Fees or compensation, or as deemed dividends) are           deemed invested as
of the first day of the Plan Year quarter coincident with or           immediately
following the date of the crediting of such amounts to the           subaccount.
Distributions from an Account, on the other hand, are deemed made on           the first
day of the Plan Year quarter in which the distribution is made.  




        Section
3.5.    Payroll Tax Withholding.   A Participant’s employer may deduct from
non-deferred compensation any taxes it is required to withhold on deferred amounts unless
such amounts are withheld directly from amounts paid out hereunder.  




        Section
3.6.    Company Match Accounts.  




        (a)
              For a Participant other than a Director, who is making
pretax contributions to           the Company 401(k) Plan, the Company shall credit to
the Participant’s           Company Match Account a Company matching contribution on
amounts deferred under           this Plan in the same relative amount as is made to the
Participant’s           pretax savings account in the Company 401(k) Plan on amounts
the Participant has           elected to defer under that plan.. This credit will be made
not less frequently           than annually following the close of the 401(k) Plan year
(the calendar year).           Contributions to a Company Match Account under this Plan
shall not be deemed to           be Company matching contributions to the Company 401(k)
Plan for any           nondiscrimination testing purposes.  




        (b)              For
any 401(k) Plan year, a Participant will not be credited with an aggregate
          Company matching amount under this Plan and the Company 401(k) Plan that is
          larger than the rate of matching applicable under the Company 401(k) Plan
          multiplied by the maximum allowable elective deferral amount permitted for the
          401(k) Plan year pursuant to Internal Revenue Code Section 402(g).  




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        (c)              Except
as described in paragraph (a), a Company Match Account shall be           administered in
every respect the same as a subaccount in the Investment Program           under the
Plan.  




        Section
3.7.    Participant Statements.   Following the close of each year the Administrator
will provide statements of account to each Participant.  




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ARTICLE IV.  DISTRIBUTIONS
 



        Section
4.1.    Form of Distribution.  




        (a)              All
distributions to Participants from subaccounts in the Investment Program           shall
be in cash. All distributions to Participants from subaccounts in the           Share
Program shall be in shares of Oshkosh Stock except that cash shall be
          distributed in lieu of fractional shares, and except in the case of a Change in
          Control such payment shall be in cash as provided in Section 2.6. Unless a
          Participant has reached any other agreement in advance with the Administrator,
          all distributions shall be deemed to be made from each Program pro rata.  




        (b)              Shares
of Oshkosh Stock delivered hereunder shall be previously issued shares
          reacquired and held by the Company.  




        (c)              All
Accounts maintained for the benefit of beneficiaries (i.e., persons
          other than Participants) shall be converted within one year of the
          Participant’s death to be solely maintained as Investment Program
          subaccounts and shall be paid in cash. The timing of the conversion of Share
          Program accounts to Investment Program accounts shall be in the sole discretion
          of the Administrator.  




        Section
4.2.    Timing of Distribution.   Upon the Termination of a Participant, the
Participant’s Account shall be determined as of the last day of the Plan Year
quarter immediately preceding the quarter in which such Termination occurred. Payment of
such amount shall be made in a single lump sum amount within thirty (30) days following
the Termination, or as soon thereafter as is administratively feasible.  




        Section
4.3.    Benefits Upon Death.  




        (a)              Upon
the death of a Participant prior to Termination and before any periodic
          payments have started, the Company will pay to the designated beneficiary an
          installment death benefit over ten (10) years. The amount to be distributed
          annually shall be determined by multiplying the aggregate amount of the
deceased           Participant’s Accounts as of the last day of the Plan Year
quarter           preceding the installment payment date by a fraction, the numerator of
which is           one (1) and the denominator of which is the number of years remaining
for the           payments to be made (e.g., 1/10, 1/9, 1/8, etc.). Additional
interest           (and dividends prior to the conversion of such subaccounts to
Investment Program           subaccounts pursuant to Section 4.1) are to be credited to
amounts during the           installment payment period in the same way such amounts are
credited prior to           Termination.  




        (b)              Upon
the death of a Participant after Termination and after the commencement of
          periodic payments under Section 4.3, such payments shall continue to be made to
          the beneficiary until the payment schedule is completed.  




        (c)              Under
either (a) or (b), however, the beneficiary may request to receive a lump           sum
payment of any unpaid amounts. If such request is approved by the
          Administrator, in its sole discretion, the accelerated lump sum payment to the
          beneficiary shall be made. The Administrator has full discretion to determine
          whether or not to allow such acceleration of payment to the beneficiary.  




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        Section
4.4.    Installment Payment Election.  




        (a)              A
Participant may select the number of years over which the aggregate amount of
          the Participant’s Accounts is to be paid to the Participant upon
          Termination, up to a maximum of ten (10) years. Such election must be made in
          the form required by the Administrator and be filed with the Administrator
prior           to the initial deferral of any amount hereunder or, if later, by March
31, 2002,           in order to give current Participants a reasonable time period to
make this           election. A Participant may change the Participant’s benefit
payment           election as described in Section 4.5. If no valid installment payment
election           is in effect when distribution is to be made, then payment of the
          Participant’s Accounts shall be made in a lump sum, as provided in Section
          4.1.  




        (b)              The
amount to be distributed annually is determined by multiplying the aggregate
          balance (aggregate units for Share Program subaccounts) of the
          Participant’s Accounts as of the last day of the Plan Year quarter
          preceding the installment payment date by a fraction, the numerator of which is
          one (1) and the denominator of which is the number of years remaining for the
          payments to be made (e.g., 1/10, 1/9, 1/8, etc.). Additional interest
and           dividends are to be credited during the installment payment period in the
same           way interest and dividends are credited prior to Termination.  




        (c)              Prior
to January 1, 2002, each separate Deferred Compensation Agreement           separately
permitted the election of an installment payment period. The number           of possible
different elections that may be in effect for a Participant after           several years
of Plan participation presented complex administrative challenges           that required
simplification. Accordingly, effective January 1, 2002, only a           Participant’s
most recent valid benefit payment election will be recognized           hereunder and it
will apply to the Participant’s Accounts in the aggregate.           All benefit
payment elections made before the most recent valid election are           void and of no
effect as of January 1, 2002, for any Participant not then           currently in pay
status (i.e., already receiving installment payments           prior to January 1,
2002). Notwithstanding the foregoing simplification of the           payment period
election process, any Participant affected by this change may           elect in writing
filed with the Administrator before March 31, 2002, a different           payment period
(up to the maximum of ten (10) annual payments) to apply to the           Participant’s
Accounts.  




        Section
4.5.    Changes to Payment Periods.  




        (a)
              A Participant who has not previously made an
installment payment election, or           who has an installment payment election
already in effect, may make or revoke           the election or change the installment
payment period, selecting a payment           period of from one (1) to ten (10) years.  




        (b)
              Except as provided in Section 4.4 for certain elections
that are to be made by           March 31, 2001, any election or change of an installment
payment election must           be completed in accordance with Administrator rules not
less than twelve (12)           months before the date of the Participant’s
Termination.  





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        Section
4.6.    Annual Payment Date.  All installment payments by the Company hereunder will
be made each year on a January or February payroll date, as determined by the
Administrator, on the basis of Account values determined as of the immediately preceding
December 31. The Administrator may make payments on other dates where necessary due to
hardship, other special circumstances, or where authorized by Administrator rule.  




        Section
4.7.    Hardship Payments.   The Administrator may, in its sole discretion, upon the
finding that the Participant has suffered a hardship (as described in Section 2.4),
distribute to the Participant any portion of the Participant’s Accounts as of such
date that is appropriate to the need created by the hardship.  




        Section
4.8.    Scheduled Distributions While Employed.   Any withdrawals pursuant to this
Section that are to be made to a Participant who is subject to Section 16 of the Exchange
Act must be approved by the Administrator. A Participant may elect to receive, from the
Participant’s Deferred Benefit Account, one or more lump sum distributions while
employed. A Participant’s election under this Section must be made in writing and
filed with the Administrator not less than twelve (12) months before the date on which a
distribution is to be made. Elections under this Section cannot be revoked less than
twelve (12) months before the scheduled distribution date. Except as otherwise set forth
in any election, amounts shall be distributed proportionately from the Participant’s
subaccounts of the Deferred Benefit Account. The Administrator may establish minimum
amounts and limit the frequency of such elections as needed to assure convenient
administration of the Plan.  




        Section
4.9.    Nonalienation. The right of a Participant or any other person to the
payment of Accounts under this Plan shall not be assigned, transferred, pledged, or
encumbered.  




        Section
4.10.    Not a Contract of Employment.   This Plan may not be construed as giving any
person the right to be retained as an employee of the Company, or any of its subsidiaries
or affiliates, or a Director.  




        Section
4.11.    Minimum Size of Accounts to Be Maintained.   If a balance in a Participant’s
subaccount in either the Investment Program or the Share Program is less than five
thousand dollars ($5,000) at the time a payment is to be made, then such amount shall be
paid out in full at the time such payment is due.  




        Section
4.12.    Exchange Act Compliance.   The Administrator may adopt any additional rules
and modify existing Plan rules, procedures, and forms, as necessary to assure compliance
with the insider trading liability rules under Section 16 of the Exchange Act.  



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ARTICLE V.  OSHKOSH STOCK  



        Section
5.1.    General.  




        (a)              The
amount of Oshkosh Stock units which may be allocated to Participants’          Accounts
under the Plan is determined by the amount of Retainer Fees and           compensation
deferred under the Plan and the investment directions provided by           Participants.  




        (b)              In
the event of any merger, share exchange, reorganization, consolidation,
          recapitalization, stock dividend, stock split or other change in corporate
          structure affecting Oshkosh Stock, appropriate adjustments shall be made to the
          Oshkosh Stock units in the subaccounts in the Share Program for each
          Participant, except that any such adjustments to subaccounts for each
          Participant subject to Section 16 of the Exchange Act shall be only such as is
          necessary to maintain the proportionate interest of such Participant and
          preserve, without exceeding, the value reflected by such Participant’s
          subaccount in the Share Program.  




        Section
5.2.    No Rights as Shareholder.   Participants shall have no rights as a
shareholder pertaining to Oshkosh Stock units credited to their Share Program Accounts.
No Oshkosh Stock units hereunder or any right or interest of a Participant under the Plan
in any Oshkosh Stock units may be assigned, encumbered, or transferred, except by will or
the laws of descent and distribution. The rights of a Participant hereunder with respect
to any Oshkosh Stock or deemed units of Oshkosh Stock are exercisable during the
Participant’s lifetime only by the Participant or the Participant’s guardian or
legal representative.  




        Section
5.3.    Restrictions on Subsequent Transfer.   Any shares of Oshkosh Stock
distributed to Participants under the Plan shall be subject to such stock transfer orders
and other restrictions as the Administrator may deem advisable under the rules,
regulations and other requirements of the Company, any stock exchange upon which Oshkosh
Stock is then listed and any applicable Federal, state or foreign securities law, and the
Administrator may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.  






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ARTICLE
VI.  MISCELLANEOUS  



        Section
6.1.    Relation to Other Benefit Plans.   Compensation deferred under the Plan is
not compensation for purposes of any tax-qualified defined benefit plans of the Company
or any affiliate. Nothing in this Plan, however, shall restrict the recognition of
compensation deferred hereunder as “compensation” under the terms of the Company’s
Executive Retirement Plan and as compensation for welfare benefit plans, such as life and
disability insurance programs sponsored by the Company and its affiliates.  




        Section
6.2.    Amendment and Termination.   The Company may, at any time, modify, amend, or
terminate the Plan. The Company may not, however, reduce any benefit payment obligation
to a Participant based on deferrals already made, without the Participant’s consent.
Plan amendments adopted pursuant to this section shall govern all Deferred Compensation
Agreements and all Accounts uniformly except to the extent otherwise specifically
provided by such amendment. Action by the Company may be taken by the Board or the Plan
Administrator. There shall be no time limit on the duration of the Plan. This Section
shall not restrict the right of the Board to cause all Accounts to be distributed in the
event of Plan termination, provided all Participants and beneficiaries are treated in a
uniform and nondiscriminatory manner.  




        Section
6.3.    Administration of the Plan.   The Administrator shall administer and
interpret the Plan, and supervise preparation of Agreements, forms, and any amendments
thereto. Interpretation of the Plan shall be within the sole discretion of the
Administrator and shall be final and binding upon each Participant and any beneficiary.
The Administrator may adopt and modify rules and regulations relating to the Plan as it
deems necessary or advisable for the administration of the Plan. If at any time the
Administrator is not composed solely of two or more “Non-Employee Directors” within
the meaning of Rule 16b-3, then all determinations affecting participation by persons
subject to Section 16 of the Exchange Act shall be made by the Board. Headings are given
to the sections of the Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be construed to
refer to any amendment to or successor of such provision of law.  




        Section
6.4.    Rights of Participants.   The right of the Participant or a Participant’s
beneficiary to receive a distribution hereunder shall be an unsecured claim against the
general assets of the Company or any affiliate and neither the Participant nor any
beneficiary shall have any rights in or against any amount credited to the Participant’s
Account or any other specific assets of the Company or any affiliate. The right of a
Participant or beneficiary to the payment of benefits under this Plan shall not be
assigned, encumbered, or transferred, except by will or the laws of descent and
distribution. The rights of a Participant hereunder are exercisable during the Participant’s
lifetime only by the Participant or the Participant’s guardian or legal
representative.  





        Section
6.5.    Plan is Unfunded.   This Plan is
unfunded and is maintained by the Company and its affiliates primarily for the purpose of
providing deferred compensation for nonemployee directors of the Company and a select
group of management and highly compensated employees. Nothing contained in this Plan and
no action taken pursuant to its terms shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company or any affiliate and any
Participant or beneficiary, or any other person. The Company may authorize the creation
of one or more trusts or other arrangements to assist the Company and its affiliates in
meeting the obligations created under the Plan. Any liability to any person with respect
to the Plan shall be based solely upon any contractual obligations that may be created
pursuant to the Plan. No obligation of the Company or any affiliate hereunder shall be
deemed to be secured by any pledge of, or other encumbrance on, any property of the
Company or any affiliate.  




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        Section
6.6.    Costs of the Plan.   Costs of establishing and administering the Plan will be
paid by the Company and its affiliates in such proportion as determined by the
Administrator.  




        Section
6.7.    Severability.   If any of the provisions of the Plan shall be held to be
invalid, or shall be determined to be inconsistent with the purpose of the Plan, the
remainder of the Plan shall not be affected thereby.  




        Section
6.8.    Governing Law.   The Plan is to be construed under the laws of the State of
Wisconsin. 




        Section
6.9.    Binding Upon Successors.   This Plan is binding upon the Company and
Participants and their respective successors, assigns, heirs, executors, and
beneficiaries.  




		
		OSHKOSH TRUCK CORPORATION
		
By ______________________________
		

Date: ____________________________









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Exhibit A 



DEFINITION OF
“CHANGE IN CONTROL” AND RELATED TERMS 



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




        (a)              at
any time that either no shares of Class A Common Stock of the Company are
          issued and outstanding or Excluded Persons (as defined below) have ceased to
          beneficially own a majority of the outstanding shares of Class A Common Stock
of           the Company, any Person (other than (A) the Company or any of its
          subsidiaries, (B) a trustee or other fiduciary holding securities under
any           employee benefit plan of the Company or any of its subsidiaries, (C) an
          underwriter temporarily holding securities pursuant to an offering of such
          securities, (D) a corporation owned, directly or indirectly, by the
          shareholders of the Company in substantially the same proportions as their
          ownership of stock in the Company or (E) an Exempt Person (“Excluded
          Persons”)) is or becomes the “Beneficial Owner” (as such term is
          defined in Rule 13d-3 under the Act), directly or indirectly, of securities of
          the Company (not including in the securities beneficially owned by such Person
          any securities acquired directly from the Company or its Affiliates after
          January 31, 2000, pursuant to express authorization by the Board that refers to
          this exception) representing 25% or more of (1) the combined voting power of
the           Company’s then outstanding voting securities or (2) the then
outstanding           shares of common stock of the Company; or  




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




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        (c)              the
shareholders of the Company approve a merger, consolidation or share           exchange
of the Company with any other corporation or approve the issuance of           voting
securities of the Company in connection with a merger, consolidation or           share
exchange of the Company (or any direct or indirect subsidiary of the           Company)
pursuant to applicable stock exchange requirements, other than (A) a           merger,
consolidation or share exchange that would result in the voting           securities of
the Company outstanding immediately prior to such merger,           consolidation or
share exchange continuing to represent (either by remaining           outstanding or by
being converted into voting securities of the surviving entity           or any parent
thereof) at least 50% of the combined voting power of the voting           securities of
the Company or such surviving entity or any parent thereof           outstanding
immediately after such merger, consolidation or share exchange,           (B) a
merger, consolidation or share exchange effected to implement a
          recapitalization of the Company (or similar transaction) in which no Person
          (other than an Excluded Person) is or becomes the Beneficial Owner, directly or
          indirectly, of securities of the Company (not including in the securities
          beneficially owned by such Person any securities acquired directly from the
          Company or its Affiliates after January 31, 2000, pursuant to express
          authorization by the Board that refers to this exception) representing 25% or
          more of (1) the combined voting power of the Company’s then outstanding
          voting securities or (2) the then outstanding shares of common stock of the
          Company or (C) a merger, consolidation or share exchange immediately following
          the effectiveness of which shares of Class A Common Stock of the Company will
          remain issued and outstanding and Excluded Persons will continue to
beneficially           own a majority of the outstanding shares of Class A Common Stock
of the Company;           or  




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




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






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