UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _ to _

Commission File Number: 1-31371

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	39-0520270
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
P.O. Box 2566
Oshkosh, Wisconsin	54903-2566
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (920) 235-9151

Oshkosh Truck Corporation

(Former name)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [X]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of April 28, 2008, 74,518,565 shares of the Registrant’s Common Stock were outstanding.

OSHKOSH CORPORATION
FORM 10-Q INDEX
FOR THE QUARTER ENDED MARCH 31, 2008

PART I - FINANCIAL INFORMATION		Page
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)
	Condensed Consolidated Statements of Income for the
	Three Months and Six Months Ended March 31, 2008 and 2007	3
	Condensed Consolidated Balance Sheets at
	March 31, 2008 and September 30, 2007	4
	Condensed Consolidated Statement of Shareholders’ Equity for the
	Six Months Ended March 31, 2008	5
	Condensed Consolidated Statements of Cash Flows for the
	Six Months Ended March 31, 2008 and 2007	6
	Notes to Condensed Consolidated Financial Statements	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
	OF OPERATIONS	25
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36
ITEM 4.	CONTROLS AND PROCEDURES	36

PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	37
ITEM 1A.	RISK FACTORS	37
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	38
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	39
ITEM 6.	EXHIBITS	40
SIGNATURES		41
EXHIBIT INDEX		42

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OSHKOSH CORPORATION
Condensed Consolidated Statements of Income
(In millions, except per share amounts; unaudited)

	Three Months Ended March 31,						Six Months Ended March 31,
	2008			2007			2008			2007
Net sales	$	1,772.6		$	1,660.7		$	3,272.5		$	2,667.5
Cost of sales		1,449.5			1,386.4			2,697.4			2,220.5

Gross income		323.1			274.3			575.1			447.0
Operating expenses:
Selling, general and administrative		138.2			120.8			261.6			202.8
Amortization of purchased intangibles		16.7			18.7			35.4			25.8

Total operating expenses		154.9			139.5			297.0			228.6

Operating income		168.2			134.8			278.1			218.4
Other income (expense):
Interest expense		(55.0	)		(63.1	)		(111.3	)		(83.9	)
Interest income		1.5			2.1			3.3			2.8
Miscellaneous, net		(3.5	)		0.8			(5.6	)		0.5

		(57.0	)		(60.2	)		(113.6	)		(80.6	)

Income before provision for income taxes,
equity in earnings of unconsolidated
affiliates and minority interest		111.2			74.6			164.5			137.8
Provision for income taxes		40.8			26.8			58.9			49.6

Income before equity in earnings
of unconsolidated affiliates
and minority interest		70.4			47.8			105.6			88.2
Equity in earnings of unconsolidated
affiliates, net of income taxes		1.9			2.9			3.7			3.9
Minority interest, net of income taxes		0.3			0.2			0.6			--

Net income	$	72.6		$	50.9		$	109.9		$	92.1

Earnings per share:
Basic	$	0.98		$	0.69		$	1.49		$	1.25
Diluted	$	0.97		$	0.68		$	1.47		$	1.23

The accompanying notes are an integral part of these financial statements.

OSHKOSH CORPORATION
Condensed Consolidated Balance Sheets
(In millions, except share and per share amounts; unaudited)

	March 31, 2008		September 30, 2007
Assets
Current assets:
Cash and cash equivalents	$	52.0	$	75.2
Receivables, net		1,034.8		1,076.2
Inventories, net		1,168.3		909.5
Deferred income taxes		80.4		77.5
Other current assets		37.8		56.5

Total current assets		2,373.3		2,194.9
Investment in unconsolidated affiliates		39.8		35.1
Property, plant and equipment, net		441.4		429.6
Goodwill, net		2,511.6		2,435.4
Purchased intangible assets, net		1,130.7		1,162.1
Other long-term assets		161.2		142.7

Total assets	$	6,658.0	$	6,399.8

Liabilities and Shareholders’ Equity
Current liabilities:
Revolving credit facility and current maturities of long-term debt	$	117.6	$	81.5
Accounts payable		689.8		628.1
Customer advances		324.0		338.0
Payroll-related obligations		104.0		105.0
Income taxes payable		8.7		64.0
Accrued warranty		84.0		88.2
Other current liabilities		252.9		243.2

Total current liabilities		1,581.0		1,548.0
Long-term debt, less current maturities		2,937.5		2,975.6
Deferred income taxes		321.2		340.1
Other long-term liabilities		246.5		138.7
Commitments and contingencies
Minority interest		3.6		3.8
Shareholders’ equity:
Preferred stock ($.01 par value; 2,000,000 shares authorized;
none issued and outstanding)		--		--
Common Stock ($.01 par value; 300,000,000 shares authorized;
74,518,565 and 74,235,751 issued, respectively)		0.7		0.7
Additional paid-in capital		243.7		229.2
Retained earnings		1,128.5		1,036.3
Accumulated other comprehensive income		195.3		129.0
Common Stock in treasury, at cost (28,073 shares at September 30, 2007)		--		(1.6	)

Total shareholders’ equity		1,568.2		1,393.6

Total liabilities and shareholders’ equity	$	6,658.0	$	6,399.8

The accompanying notes are an integral part of these financial statements.

OSHKOSH CORPORATION
Condensed Consolidated Statement of Shareholders’ Equity
(In millions, except per share amounts; unaudited)

	Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income			Common Stock in Treasury at Cost			Total
Balance at September 30, 2007	$	0.7	$	229.2	$	1,036.3		$	129.0		$	(1.	6)	$	1,393.6
Net income		--		--		109.9			--			--			109.9
Change in fair value of derivative hedging
instruments, net of tax of $25.5		--		--		--			(43.4	)		--			(43.4	)
Minimum pension liability adjustment,
net of tax of $0.6		--		--		--			1.1			--			1.1
Currency translation adjustments		--		--		--			108.6			--			108.6
Cash dividends ($0.20 per share)		--		--		(14.8	)		--			--			(14.8	)
Exercise of stock options		--		2.7		--			--			1.6			4.3
Tax benefit related to stock options exercised		--		3.3		--			--			--			3.3
Stock-based compensation expense
related to employee stock-based awards		--		8.5		--			--			--			8.5
Adjustment to initially adopt Financial Accounting
Standards Interpretation No. 48 - See Note 15		--		--		(2.9	)		--			--			(2.9	)

Balance at March 31, 2008	$	0.7	$	243.7	$	1,128.5		$	195.3		$	--		$	1,568.2

The accompanying notes are an integral part of these financial statements.

OSHKOSH CORPORATION
Condensed Consolidated Statements of Cash Flows
(In millions; unaudited)

	Six Months Ended March 31,
	2008			2007
Operating activities:
Net income	$	109.9		$	92.1
Non-cash and other adjustments		66.2			52.2
Changes in operating assets and liabilities		(149.2	)		101.1

Net cash provided by operating activities		26.9			245.4
Investing activities:
Acquisition of business, net of cash acquired		--			(3,140.4	)
Additions to property, plant and equipment		(44.7	)		(26.2	)
Additions to equipment held for rental		(8.5	)		(14.6	)
Proceeds from sale of property, plant and equipment		2.7			0.5
Proceeds from sale of equipment held for rental		6.4			1.8
Distribution of capital from unconsolidated affiliates		--			1.5
Decrease in other long-term assets		0.1			0.4

Net cash used by investing activities		(44.0	)		(3,177.0	)
Financing activities:
Proceeds from issuance of long-term debt		--			3,100.0
Debt issuance costs		--			(34.9	)
Repayment of long-term debt		(0.6	)		(19.5	)
Net repayments under revolving credit facility		(1.3	)		(81.8	)
Proceeds from exercise of stock options		4.3			4.0
Excess tax benefits from stock-based compensation		2.8			3.4
Dividends paid		(14.8	)		(14.8	)

Net cash (used) provided by financing activities		(9.6	)		2,956.4
Effect of exchange rate changes on cash		3.5			--

(Decrease) increase in cash and cash equivalents		(23.2	)		24.8
Cash and cash equivalents at beginning of period		75.2			22.0

Cash and cash equivalents at end of period	$	52.0		$	46.8

Supplementary disclosures:
Depreciation and amortization	$	76.2		$	55.8
Cash paid for interest		110.9			65.0
Cash paid for income taxes		58.3			11.2

The accompanying notes are an integral part of these financial statements.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1.	Basis of Presentation

On February 5, 2008, the shareholders of Oshkosh Truck Corporation approved the change of the name of the corporation to Oshkosh Corporation (the “Company”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2007. The interim results are not necessarily indicative of results for the full year.

New Accounting Standards – Effective October 1, 2007, the Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes,” an interpretation of FASB Statement No. 109. FIN 48 provides guidance for the recognition, derecognition and measurement in financial statements of tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns. FIN 48 requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. If the tax position meets the more likely than not recognition threshold, the tax effect is recognized at the largest amount of the benefit that is greater than fifty percent likely of being realized upon ultimate settlement. See Note 15 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the effect of the adoption of FIN 48.

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 clarifies the definition of exchange price as the price between market participants in an orderly transaction to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. The Company will be required to adopt SFAS No. 157 as of October 1, 2008. The Company is currently evaluating the impact of SFAS No. 157 on the Company’s financial condition, results of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which permits entities to choose to measure many financial instruments and certain other items at fair value. The Company will be required to adopt SFAS No. 159 as of October 1, 2008. The Company has not yet determined whether it will elect to measure any of its financial assets and financial liabilities at fair value as permitted by SFAS No. 159.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations,” which requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, at their fair values as of that date. The Company will be required to adopt SFAS No. 141R as of October 1, 2009. The Company is currently evaluating the impact of SFAS No. 141R on the Company’s financial condition, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51,” which clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The Company will be required to adopt SFAS No. 160 as of October 1, 2009. The Company is currently evaluating the impact of SFAS No. 160 on the Company’s financial condition, results of operations and cash flows.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

2.	Acquisitions

On December 6, 2006, the Company acquired for cash all of the outstanding shares of JLG Industries, Inc. (“JLG”), a leading global manufacturer of aerial work platforms and telehandlers. The total purchase price for JLG was $3.14 billion, net of cash acquired of $176.4 million and including transaction costs of $30.3 million and retirement of debt of $224.4 million. The Company financed the acquisition of JLG and the retirement of $79.6 million of debt outstanding under an existing credit facility with proceeds from a new $3.65 billion senior secured credit facility (see Note 8 of the Notes to Condensed Consolidated Financial Statements). JLG results of operations have been included in the Company’s consolidated financial statements since the date of acquisition. JLG forms the Company’s access equipment segment.

The acquisition of JLG enabled the Company to: diversify its product offerings and markets served to complement its defense business; balance the economic and geopolitical cycles faced by the Company; expand the Company’s global reach to better compete in its existing markets; and increase scale in procurement and other functions.

The following table summarizes the fair values of the JLG assets acquired and liabilities assumed at the date of acquisition (in millions):

Assets Acquired:
Current assets, excluding cash of $176.4	$	854.4
Property, plant and equipment		159.0
Goodwill		1,819.9
Purchased intangible assets		970.6
Other long-term assets		85.9

Total assets acquired		3,889.8
Liabilities Assumed:
Current liabilities		395.2
Long-term liabilities		356.4

Total liabilities assumed		751.6

Net assets acquired	$	3,138.2

In conjunction with the JLG acquisition, the Company recorded goodwill of $1.8 billion, the majority of which is not tax deductible, within the access equipment segment. The Company recorded $608.7 million of intangible assets that are subject to amortization with useful lives of between one and 13 years, of which $512.2 million was assigned to customer relationships with an average useful life of 12 years. The Company recorded $361.9 million of trademark intangibles that are not subject to amortization.

In connection with the acquisition of JLG, the Company recorded severance payments of $12.9 million associated with payments made to certain employees of the acquired business. The estimated costs of these restructuring activities were recorded as costs of the acquisition and were provided for in accordance with Emerging Issues Task Force Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.”

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Pro forma Information

The following unaudited pro forma financial information for the six months ended March 31, 2007 assumes that the acquisition of JLG had been completed as of October 1, 2006 (in millions, except per share amounts):

Net sales	$	3,063.3
Net income		77.6
Earnings per share:
Basic	$	1.06
Diluted	$	1.04

The pro forma information does not purport to be indicative of results that actually would have been achieved if the operations were combined during the periods presented and is not intended to be a projection of future results or trends.

3.	Receivables

Receivables consist of the following (in millions):

	March 31, 2008			September 30, 2007
U.S. government:
Amounts billed	$	109.9		$	133.0
Cost and profits not billed		20.7			13.3

		130.6			146.3
Other trade receivables		841.3			856.3
Finance receivables		29.7			36.1
Pledged finance receivables		9.1			10.4
Note receivables		67.7			53.0
Other receivables		56.0			68.4

		1,134.4			1,170.5
Less allowance for doubtful accounts		(23.1	)		(31.0	)

	$	1,111.3		$	1,139.5

Current receivables	$	1,034.8		$	1,076.2
Long-term receivables		76.5			63.3

	$	1,111.3		$	1,139.5

Costs and profits not billed generally will become billable upon the Company achieving certain contract milestones.

Finance receivables represent sales-type leases resulting from the sale of the Company’s products. Finance receivables generally include a residual value component. Residual values are determined based on the expectation that the underlying equipment will have a minimum fair market value at the end of the lease term. This residual value accrues to the Company at the end of the lease. The Company uses its experience and knowledge as an original equipment manufacturer and participant in end markets for the related products along with third-party studies to estimate residual values. The Company monitors these values for impairment on a periodic basis and reflects any resulting reductions in value in current earnings.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Pledged finance receivables result from the transfer of finance receivables to third parties in exchange for cash. In compliance with SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities,” these transfers are accounted for as debt on the Company’s consolidated balance sheets. As of March 31, 2008, the Company’s maximum loss exposure associated with these transactions was $8.4 million.

Finance and pledged finance receivables consist of the following (in millions):

	March 31, 2008			September 30, 2007
Finance receivables	$	32.1		$	34.7
Pledged finance receivables		9.1			10.4

		41.2			45.1
Estimated residual value		2.0			6.5
Less unearned income		(4.4	)		(5.1	)

Net finance and pledged finance receivables		38.8			46.5
Less allowance for doubtful accounts		(1.3	)		(1.5	)

	$	37.5		$	45.0

The contractual maturities of the Company’s finance and pledged finance receivables at March 31, 2008 are as follows: 2008 (remaining six months) — $12.9 million; 2009 — $12.1 million; 2010 — $5.2 million; 2011 — $5.8 million; 2012 — $3.5 million; 2013 — $0.7 million; and thereafter — $1.0 million.

Historically, finance and pledged finance receivables have been paid off prior to their contractual due dates, and as a result, the above amounts are not to be regarded as a forecast of future cash flows. Provisions for losses on finance and pledged finance receivables are charged to income in amounts sufficient to maintain the allowance at a level considered adequate to cover losses in the existing receivable portfolio.

4.	Inventories

Inventories consist of the following (in millions):

	March 31, 2008			September 30, 2007
Raw materials	$	460.0		$	406.7
Partially finished products		286.9			302.4
Finished products		626.0			390.5

Inventories at FIFO cost		1,372.9			1,099.6
Less: Progress/performance-based payments on
U.S. government contracts		(152.6	)		(143.7	)
Excess of FIFO cost over LIFO cost		(52.0	)		(46.4	)

	$	1,168.3		$	909.5

Title to all inventories related to government contracts, which provide for progress or performance-based payments, vests with the government to the extent of unliquidated progress or performance-based payments.

Inventory includes costs which are amortized to expense as sales are recognized under certain contracts. At March 31, 2008 and September 30, 2007, unamortized costs related to long-term contracts of $8.3 million and $6.1 million, respectively, were included in inventory.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

5.	Investments in Unconsolidated Affiliates

The Company records its investments in, and share of earnings of, Oshkosh/McNeilus Financial Services Partnership (“OMFSP”), RiRent Europe, B.V. (“RiRent”), and Mezcladores Trailers de Mexico, S.A. de C.V. (“Mezcladores”) under the equity method of accounting. Earnings, net of related income taxes, are reflected in Equity in Earnings of Unconsolidated Affiliates. Mezcladores manufactures and markets concrete mixers, concrete batch plants and refuse collection vehicles in Mexico. The Company’s investment in Mezcladores was $6.7 million at March 31, 2008, which represents the Company’s maximum exposure to loss as a result of the Company’s ownership interest in Mezcladores.

The Company and an unaffiliated third party are general partners in OMFSP. OMFSP engages in new vendor lease business providing financing to certain customers of the Company. The Company sells vehicles, vehicle bodies and concrete batch plants to OMFSP for lease to user-customers. Company sales to OMFSP were $18.1 million and $39.2 million for the six months ended March 31, 2008 and 2007, respectively. Banks and other financial institutions lend to OMFSP a portion of the purchase price, with recourse solely to OMFSP, secured by a pledge of lease payments due from the user-lessees. Each partner funds one-half of the approximate 4.0% to 8.0% equity portion of the cost of new equipment purchases. Customers typically provide a 2.0% to 6.0% down payment. Each partner is allocated its proportionate share of OMFSP’s cash flow and taxable income in accordance with the partnership agreement. Indebtedness of OMFSP is secured by the underlying leases and assets of, and is with recourse to, OMFSP. All such OMFSP indebtedness is non-recourse to the Company and its partner. Each of the two general partners has identical voting, participating and protective rights and responsibilities, and each general partner materially participates in the activities of OMFSP. For these and other reasons, the Company has determined that OMFSP is a voting interest entity for purposes of FIN 46R, “Consolidation of Variable Interest Entities an interpretation of ARB No. 51.” Accordingly, the Company accounts for its equity interest in OMFSP under the equity method.

The Company’s investment in OMFSP was $18.2 million at March 31, 2008. The investment represents the Company’s maximum exposure to loss as a result of the Company’s ownership interest in OMFSP.

The Company and an unaffiliated third party are joint venture partners in RiRent. RiRent is in business to maintain a fleet of access equipment for short-term lease to rental companies throughout most of Europe. The re-rental fleet provides rental companies with equipment to support requirements on short notice. RiRent does not lease or rent directly to end users. The Company’s sales to RiRent were $29.8 million and $12.9 million for the six months ended March 31, 2008 and the period from date of acquisition (December 6, 2006) through March 31, 2007, respectively. The Company recognizes income on sales to RiRent at the time of shipment in proportion to the outside third party interest in RiRent and recognizes the remaining income ratably over the estimated useful life of the equipment, which is generally five years.

Included in investments in unconsolidated affiliates in the Company’s Condensed Consolidated Balance Sheet at March 31, 2008 is JLG’s investment in RiRent of $14.9 million, which represents the Company’s maximum exposure to loss as a result of the Company’s ownership interest in RiRent. Indebtedness of RiRent is secured by the underlying leases and assets of RiRent. All such RiRent indebtedness is non-recourse to the Company and its partner.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

6.	Property, Plant and Equipment

The following table presents details of the Company’s property, plant and equipment (in millions):

	March 31, 2008			September 30, 2007
Land and land improvements	$	46.5		$	46.8
Equipment on operating lease to others		27.5			26.4
Buildings		217.5			209.8
Machinery and equipment		415.2			382.6
Construction in progress		--			1.7

		706.7			667.3
Less accumulated depreciation		(265.3	)		(237.7	)

	$	441.4		$	429.6

Depreciation expense was $37.6 million and $27.1 million for the six months ended March 31, 2008 and 2007, respectively. Equipment on operating lease to others represents the cost of equipment sold to customers for whom the Company has guaranteed the residual value and equipment on short-term leases. These transactions are accounted for as operating leases with the related assets capitalized and depreciated over their estimated economic lives of five to ten years. Cost less accumulated depreciation for equipment on operating lease at March 31, 2008 and September 30, 2007 was $21.3 million and $22.6 million, respectively.

7.	Goodwill and Purchased Intangible Assets

The following table presents the changes in goodwill during the six months ended March 31, 2008 (in millions):

Segment	September 30, 2007		Translation		Other		March 31, 2008
Access equipment	$	1,853.7	$	37.8	$	18.6	$	1,910.1
Fire & emergency		230.8		3.6		--		234.4
Commercial		350.9		16.2		--		367.1

Total	$	2,435.4	$	57.6	$	18.6	$	2,511.6

Amounts included in the other column included adjustments of intangible assets and certain pre-acquisition contingencies related to JLG upon finalization of certain appraisals.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

During the first quarter of fiscal 2008, the Company finalized its purchase accounting for the JLG acquisition resulting in adjustments to the purchased intangible assets. Details of the Company’s total purchased intangible assets are as follows (in millions):

	March 31, 2008
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network		39.1	$	55.4	$	(15.7	)	$	39.7
Non-compete		10.4		57.2		(43.0	)		14.2
Technology-related		11.9		118.9		(25.3	)		93.6
Customer relationships		12.5		606.3		(67.7	)		538.6
Other		12.0		16.7		(8.1	)		8.6

		14.0		854.5		(159.8	)		694.7
Non-amortizable tradenames				436.1		(0.1	)		436.0

Total			$	1,290.6	$	(159.9	)	$	1,130.7

	September 30, 2007
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network		39.1	$	55.4	$	(15.0	)	$	40.4
Non-compete		10.4		57.2		(38.4	)		18.8
Technology-related		11.8		128.2		(20.5	)		107.7
Customer relationships		12.7		587.4		(41.1	)		546.3
Other		12.0		16.7		(7.4	)		9.3

		14.1		844.9		(122.4	)		722.5
Non-amortizable tradenames				439.7		(0.1	)		439.6

Total			$	1,284.6	$	(122.5	)	$	1,162.1

Excluding the impact of any future acquisitions, the estimated future amortization expense of purchased intangible assets for the five years succeeding September 30, 2007 are as follows: 2008 (remaining six months) — $34.4 million; 2009 — $66.2 million; 2010 — $65.1 million; 2011 — $64.5 million; 2012 — $64.4 million; and 2013 — $62.5 million.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

8.	Credit Agreements

The Company was obligated under the following debt instruments (in millions):

	March 31, 2008			September 30, 2007
Senior Secured Facility:
Revolving line of credit	$	--		$	--
Term loan A		437.5			437.5
Term loan B		2,567.5			2,567.5
Limited recourse debt from finance receivables monetizations		9.1			11.1
Other long-term facilities		5.6			5.9

		3,019.7			3,022.0
Less current portion		(82.2	)		(46.4	)

	$	2,937.5		$	2,975.6

Current portion of long-term debt	$	82.2		$	46.4
Other short-term facilities		35.4			35.1

	$	117.6		$	81.5

The Company has a syndicated senior secured credit agreement (“Credit Agreement”) with various financial institutions, which consists of a five-year $550.0 million revolving credit facility (“Revolving Credit Facility”) and two term loan facilities (“Term Loan A” and “Term Loan B,” and collectively, the “Term Loan Facility”). The $500.0 million Term Loan A requires principal payments of $12.5 million, plus interest, due quarterly through September 2011, with a final principal payment of $262.5 million due December 6, 2011. The $2.6 billion Term Loan B requires principal payments of $6.5 million, plus interest, due quarterly through September 2013, with a final principal payment of $2,424.5 million due December 6, 2013. At March 31, 2008, outstanding letters of credit of $21.8 million reduced available capacity under the Revolving Credit Facility to $528.2 million.

The estimated future maturities under the Credit Agreement for the five fiscal years succeeding September 30, 2007 and thereafter are as follows: 2008 (remaining six months) — $38.0 million; 2009 — $76.0 million; 2010 — $76.0 million; 2011 — $76.0 million; 2012 — $288.5 million; 2013 — $26.0 million and $2,424.5 million thereafter.

Interest rates on borrowings under the Revolving Credit and Term Loan Facilities are variable and are equal to the “Base Rate” (which is equal to the higher of a bank’s reference rate and the federal funds rate plus 0.5% or a bank’s “Prime Rate”) or the “Off-Shore” or “LIBOR Rate” (which is a bank’s inter-bank offered rate for U.S. dollars in off-shore markets) plus a specified margin. The margins are subject to adjustment, up or down, based on whether certain financial criteria are met. The weighted-average interest rate on borrowings outstanding at March 31, 2008 was 4.51% and 4.76% for the Term Loans A and B, respectively.

To manage a portion of the Company’s exposure to changes in LIBOR-based interest rates on its variable-rate debt, the Company entered into an amortizing interest rate swap agreement on January 11, 2007 that effectively fixes the interest payments on a portion of the Company’s variable-rate debt. The swap, which has a termination date of December 6, 2011, effectively fixes the variable portion of the interest rate on debt in the amount of the notional amount of the swap at 5.105% plus the applicable spread based on the terms of the Credit Agreement. The notional amount of the swap at March 31, 2008 was $2.0 billion and reduces in varying amounts annually each December until the termination date. The swap has been designated as a cash flow hedge of 3-month LIBOR-based interest payments. In accordance with SFAS No. 133, the effective portion of the change in fair value of the derivative will be recorded in “Accumulated Other Comprehensive Income,” while any ineffective portion is recorded as an adjustment to interest expense. At March 31, 2008, a loss of $88.6 million ($55.8 million net of tax), representing the fair value of the interest rate swap, is recorded in “Accumulated Other Comprehensive Income.” The differential paid or received on the interest rate swap will be recognized as an adjustment to interest expense when the hedged, forecasted interest is recorded.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Under this swap agreement, the Company will pay the counterparty interest on the notional amount at a fixed rate of 5.105% and the counterparty will pay the Company interest on the notional amount at a variable rate equal to 3-month LIBOR. The 3-month LIBOR rate applicable to this agreement was 2.69% at March 31, 2008. The notional amounts do not represent amounts exchanged by the parties, and thus are not a measure of exposure of the Company. The amounts exchanged are normally based on the notional amounts and other terms of the swaps. The variable rates are subject to change over time as 3-month LIBOR fluctuates. Neither the Company nor the counterparty, which is a prominent financial institution, are required to collateralize their respective obligations under these swaps. The Company is exposed to loss if the counterparty defaults.

The Company’s obligations under the Credit Agreement are guaranteed by certain of its domestic subsidiaries, and the Company guarantees the obligations of certain of its subsidiaries under the Credit Agreement to the extent such subsidiaries borrow directly under the Credit Agreement. The Credit Agreement is also secured by a first-priority, perfected lien and security interests in all of the equity interests of the Company’s material domestic subsidiaries and certain of the Company’s other subsidiaries and 65% of the equity interests of each material foreign subsidiary of the Company and certain other subsidiaries of the Company; subject to certain customary, permitted lien exceptions, substantially all other personal property of the Company and certain subsidiaries; and all proceeds thereof.

The Credit Agreement contains various restrictions and covenants, including (1) requirements that the Company maintain certain financial ratios at prescribed levels; and (2) restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional indebtedness and dispose of assets. The Credit Agreement also requires maintenance on a rolling four quarter basis of a maximum leverage ratio (as defined) of 4.75x for the fiscal quarters ending on or before September 30, 2008, reducing to 4.25x for the fiscal quarters ending on December 31, 2008 through September 30, 2009 and 3.75x for fiscal quarters ending thereafter, and a minimum interest coverage ratio (as defined) of 2.50x, in each case tested as of the last day of each fiscal quarter. The Company was in compliance with these covenants at March 31, 2008.

The Credit Agreement limits the amount of dividends and other types of distributions that the Company may pay to $40.0 million during any fiscal year plus the positive result of (x) 25% of the cumulative net income of the Company and its consolidated subsidiaries for all fiscal quarters ending after December 6, 2006, minus (y) the cumulative amount of all dividends and other types of distributions made in any fiscal year ending after December 6, 2006 that exceed $40.0 million.

The Company is charged a 0.15% to 0.35% annual commitment fee with respect to any unused balance under its Revolving Credit Facility, and a 1.00% to 2.00% annual fee with respect to commercial letters of credit issued under the Revolving Credit Facility, based on the Company’s leverage ratio (as defined).

As a result of the sale of finance receivables through limited recourse monetization transactions, the Company has $9.1 million of limited recourse debt outstanding as of March 31, 2008. The aggregate amount of limited recourse debt outstanding at March 31, 2008 becomes due in fiscal 2008 and 2009 as follows: $5.1 million and $4.0 million, respectively.

9.	Warranty and Guarantee Arrangements

The Company’s products generally carry explicit warranties that extend from six months to five years, based on terms that are generally accepted in the marketplace. Selected components (such as engines, transmissions, tires, etc.) included in the Company’s end products may include manufacturers’ warranties. These manufacturers’ warranties are generally passed on to the end customer of the Company’s products, and the customer would generally deal directly with the component manufacturer.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Changes in the Company’s warranty liability were as follows (in millions):

	Six Months Ended March 31,
	2008			2007
Balance at beginning of period	$	88.2		$	56.9
Acquisitions		--			20.8
Warranty provisions for the period		32.9			24.7
Settlements made during the period		(30.6	)		(22.7	)
Changes in liability for pre-existing warranties
during the period, including expirations		(7.3	)		(1.2	)
Foreign currency translation adjustment		0.8			0.3

Balance at end of period	$	84.0		$	78.8

Liabilities for pre-existing warranty claims decreased by $7.3 million for the first six months of fiscal 2008 as a result of lower than expected claims combined with the expiration of a systemic warranty during the period on a billion dollar, multi-year contract in the defense segment. Actual warranty claims experience in the defense segment has generally declined since the start of the conflicts in Afghanistan and Iraq.

Provisions for estimated warranty and other related costs are recorded at the time of sale and are periodically adjusted to reflect actual experience. Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. At times, warranty issues arise which are beyond the scope of the Company’s historical experience. It is reasonably possible that additional warranty and other related claims could arise from disputes or other matters beyond the scope of the Company’s historical experience.

The Company provides guarantees of certain customers’ obligations under deferred payment contracts and lease payment agreements to third parties. Guarantees provided prior to February 1, 2008 are limited to $1.0 million per year in total. In January 2008, the Company increased the guarantee, for contracts signed after February 1, 2008, under this arrangement to $3.0 million per year. These guarantees are mutually exclusive and until the portfolio under the $1.0 million guarantee is repaid, the Company has exposure of up to $4.0 million per year. Both guarantees are supported by the residual value of the underlying equipment. The Company’s actual losses under these guarantees over the last ten years have been negligible. In accordance with FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” for all such guarantees issued after January 1, 2003, the Company has recorded the fair value of the guarantee as a liability and a reduction of the initial revenue recognized on the sale of equipment. Liabilities accrued since January 1, 2003 for such guarantees were not significant.

In the access equipment segment, the Company is party to multiple agreements whereby it guaranteed $125.7 million in indebtedness of others as of March 31, 2008, including $116.2 million maximum loss exposure under loss pool agreements related to both finance receivable monetizations and third-party debt. As of March 31, 2008, 26% of the Company’s third-party debt guarantee obligations related to two customers. Under the terms of these and various related agreements and upon the occurrence of certain events, the Company generally has the ability, among other things, to take possession of the underlying collateral. At March 31, 2008, the Company had recorded $4.4 million of liabilities related to these agreements. If the financial condition of the customers were to deteriorate, resulting in an impairment of their ability to make payments, then additional accruals may be required. While the Company believes it is unlikely that it would experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the customers’ inability to meet their obligations, and in the event that occurs, the Company cannot guarantee that the collateral underlying the agreements will be sufficient to avoid losses materially in excess of those reserved. Any losses under these guarantees would generally be mitigated by the value of any underlying collateral, including financed equipment, the finance company’s inability to provide the Company clear title to foreclosed equipment and other conditions.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

10.

Derivative Financial Instruments and Hedging Activities

The Company has used forward foreign exchange currency contracts (“derivatives”) to reduce the exchange rate risk of specific foreign currency denominated transactions. These derivatives typically require the exchange of a foreign currency for U.S. dollars at a fixed rate at a future date.

At March 31, 2008, the U.S. dollar equivalent of outstanding forward foreign exchange contracts designated as cash flow hedges in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” totaled $8.9 million in notional amounts, including $8.5 million in contracts to purchase Euro and $0.4 million in contracts to sell Euro. At March 31, 2008, net unrealized losses (net of related tax effect of $0.2 million) related to forward foreign exchange contracts totaling $0.4 million have been included in accumulated other comprehensive income (loss). All balances are expected to be reclassified from accumulated other comprehensive income (loss) to earnings during the next twelve months due to actual export sales and sales of products whose underlying costs contain purchases denominated in foreign currencies.

The Company has entered into forward foreign exchange currency contracts to create an economic hedge to manage foreign exchange risk exposure associated with non-functional currency denominated payables resulting from global sourcing activities. The Company has not designated these derivative contracts as hedge transactions under SFAS No. 133, and accordingly, the mark-to-market impact of these derivatives is recorded each period in current earnings. The fair value of foreign currency related derivatives are included in the Condensed Consolidated Balance Sheets in other current assets and other current liabilities. At March 31, 2008, the U.S. dollar equivalent of these outstanding forward foreign exchange contracts totaled $338.4 million in notional amounts, including $238.5 million in contracts to sell Euro and $51.0 million in contracts to sell U.K. pounds sterling, with the remaining contracts covering a variety of foreign currencies.

11.

Stock-Based Compensation

Under the 2004 Incentive Stock and Awards Plan (“the 2004 Plan”), which replaced the 1990 Incentive Stock Plan, as amended (the “1990 Plan”) (collectively, “equity-based compensation plans”), officers, other key employees and directors may be granted options to purchase shares of the Company’s Common Stock at not less than the fair market value of such shares on the date of grant. Participants may also be awarded grants of nonvested stock and performance shares under the 2004 Plan, which expires on February 3, 2014. Options and nonvested stock awards generally become exercisable ratably on the first, second and third anniversary of the date of grant. There are no vesting provisions tied to performance conditions for any outstanding options and nonvested stock awards. Vesting for all outstanding options or nonvested stock awards is based solely on continued service as an employee of the Company and generally vest upon retirement. Options to purchase shares expire not later than ten years and one month after the grant of the option. Performance share awards under the 2004 Plan vest at the end of the third fiscal year following the grant date and are earned only if the Company’s total shareholder return over the three years compares favorably to that of a comparator group of companies.

The Company recognizes compensation expense for stock options, nonvested stock and performance share awards over the requisite service period for vesting of the award, or to an employee’s eligible retirement date, if earlier and applicable. Total stock-based compensation expense included in the Company’s Condensed Consolidated Statements of Income for the three and six months ended March 31, 2008 was $4.3 million ($2.8 million net of tax) and $8.5 million ($5.5 million net of tax), respectively. Total stock-based compensation expense included in the Company’s Condensed Consolidated Statements of Income for the three and six months ended March 31, 2007 was $3.4 million ($2.3 million net of tax) and $5.6 million ($3.9 million net of tax), respectively.

The Company granted 36,000 and 26,000 options to purchase shares of stock during the six months ended March 31, 2008 and 2007, respectively. In addition, the Company issued 11,000 and 48,500 shares of nonvested stock during the six months ended March 31, 2008 and 2007, respectively.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

12.

Comprehensive Income

Total comprehensive income is as follows (in millions):

	Three Months Ended March 31,						Six Months Ended March 31,
	2008			2007			2008			2007
Net income	$	72.6		$	50.9		$	109.9		$	92.1
Derivative instruments, net of
income taxes		(25.6	)		(5.2	)		(43.4	)		(1.0	)
Minimum pension liability adjustment,
net of income taxes		1.1			--			1.1			--
Currency translation adjustments		85.8			15.5			108.6			18.2

Other comprehensive income		61.3			10.3			66.3			17.2

Comprehensive income	$	133.9		$	61.2		$	176.2		$	109.3

13.

Earnings Per Share

The following table sets forth the computation of basic and diluted weighted average shares used in the denominator of the per share calculations:

	Three Months Ended March 31,				Six Months Ended March 31,
	2008		2007		2008		2007
Basic weighted average share outstanding		73,899,328		73,535,741		73,856,333		73,444,391
Effect of dilutive stock options and other
equity-based compensation awards		981,697		1,236,534		1,062,837		1,241,322

Diluted weighted average shares outstanding		74,881,025		74,772,275		74,919,170		74,685,713

Options to purchase 1,056,838 shares and 1,054,550 shares of Common Stock were outstanding during the three and six month periods ended March 31, 2008, respectively, but were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. Options to purchase 422,500 shares of Common Stock were outstanding during the three and six month periods ended March 31, 2007 but were not included in the computation of diluted earnings per share because the effect would be anti-dilutive.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

14.

Employee Benefit Plans

Components of net periodic pension benefit cost were as follows (in millions):

	U.S. Plans
	Three Months Ended March 31,						Six Months Ended March 31,
	2008			2007			2008			2007
Service cost	$	2.6		$	2.5		$	5.1		$	4.8
Interest cost		2.5			2.3			5.1			4.6
Expected return on plan assets		(3.0	)		(2.9	)		(6.0	)		(5.8	)
Amortization of prior service cost		0.4			0.3			0.7			0.6
Curtailment		--			--			2.0			--
Amortization of net loss		0.5			0.6			1.0			1.3

Net periodic benefit cost	$	3.0		$	2.8		$	7.9		$	5.5

	Non-U.S. Plans
	Three Months Ended March 31,						Six Months Ended March 31,
	2008			2007			2008			2007
Service cost	$	0.4		$	0.3		$	0.7		$	0.5
Interest cost		0.4			0.2			0.8			0.4
Expected return on plan assets		(0.4	)		(0.2	)		(0.8	)		(0.3	)
Amortization of net loss		(0.1	)		0.1			(0.1	)		0.1

Net periodic benefit cost	$	0.3		$	0.4		$	0.6		$	0.7

The Company expects to contribute approximately $5.0 million to $10.0 million to its pension plans in fiscal 2008 compared to $2.2 million in fiscal 2007.

Components of net periodic other post-employment benefit costs were as follows (in millions):

	Three Months Ended March 31,				Six Months Ended March 31,
	2008		2007		2008		2007
Service cost	$	0.4	$	0.5	$	0.9	$	0.9
Interest cost		0.4		0.4		0.9		0.8
Amortization of net loss		0.1		0.1		0.1		0.2

Net periodic benefit cost	$	0.9	$	1.0	$	1.9	$	1.9

The Company made contributions to fund benefit payments of $0.2 million and $0.2 million for the three month and $0.4 and $0.3 for the six month periods ended March 31, 2008 and 2007, respectively, under its other post-employment benefit plans. The Company estimates additional contributions of approximately $0.5 million will be made under these other post-employment plans prior to the end of fiscal 2008.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

15.

Income Taxes

The Company adopted the provisions of FIN 48 on October 1, 2007. The adoption of FIN 48 resulted in a $2.9 million charge to retained earnings as of October 1, 2007 and the reclassification of $30.0 million in liabilities related to uncertain tax positions in the Company’s Condensed Consolidated Balance Sheet from income taxes payable to other long-term assets ($6.2 million) and long-term liabilities ($36.2 million). As of October 1, 2007, the Company’s liability for gross uncertain tax positions, excluding interest and penalties, was $55.3 million. Excluding interest and penalties, net unrecognized tax benefits of $12.0 million would affect the Company’s effective tax rate if recognized.

The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits in the provision for income taxes in the Company’s Condensed Consolidated Statements of Income. At October 1, 2007, the Company had accrued $8.6 million for the potential payment of interest and penalties on gross unrecognized tax benefits. The Company recognized interest and penalties of $1.0 million and $2.0 million in the provision for income taxes in the Company’s Condensed Consolidated Statements of Income for the three and six months ended March 31, 2008, respectively.

Tax years which remain subject to examination by tax authorities for the Company include years subsequent to 2005 in the United States and subsequent to 2006 in Belgium. In addition, JLG is subject to examination in the United States for periods subsequent to July 31, 2002.

Unrecognized tax benefits related to items that are affected by expiring statutes of limitations within the next twelve months are not expected to be material.

16.

Contingencies, Significant Estimates and Concentrations

As part of its routine business operations, the Company disposes of and recycles or reclaims certain industrial waste materials, chemicals and solvents at third party disposal and recycling facilities, which are licensed by appropriate governmental agencies. In some instances, these facilities have been and may be designated by the United States Environmental Protection Agency (“EPA”) or a state environmental agency for remediation. Under the Comprehensive Environmental Response, Compensation, and Liability Act and similar state laws, each potentially responsible party (“PRP”) that contributed hazardous substances may be jointly and severally liable for the costs associated with cleaning up these sites. Typically, PRPs negotiate a resolution with the EPA and/or the state environmental agencies. PRPs also negotiate with each other regarding allocation of the cleanup costs. The Company has been named a PRP with regard to three multiple-party sites. Based on current estimates, the Company believes its liability at these sites will not be material and any responsibility of the Company is adequately covered through established reserves.

The Company is addressing a regional trichloroethylene (“TCE”) groundwater plume on the south side of Oshkosh, Wisconsin. The Company believes there may be multiple sources of TCE in the area. TCE was detected at the Company’s North Plant facility with testing showing the highest concentrations in a monitoring well located on the upgradient property line. Because the investigation process is still ongoing, it is not possible for the Company to estimate its long-term total liability associated with this issue at this time. Also, as part of the regional TCE groundwater investigation, the Company conducted a groundwater investigation of a former landfill located on Company property. The landfill, acquired by the Company in 1972, is approximately 2.0 acres in size and is believed to have been used for the disposal of household waste. Based on the investigation, the Company does not believe the landfill is one of the sources of the TCE contamination. Based upon current knowledge, the Company believes its liability associated with the TCE issue will not be material and is adequately covered through reserves established by the Company. However, this may change as investigations proceed by the Company, other unrelated property owners and the government.

At March 31, 2008 and September 30, 2007, the Company had reserves of $3.9 million and $4.1 million, respectively, for losses related to environmental matters that are probable and estimable. The amount recorded for identified contingent liabilities is based on estimates. Amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. Actual costs to be incurred in future periods may vary from the estimates, given the inherent uncertainties in evaluating certain exposures. Subject to the imprecision in estimating future contingent liability costs, the Company does not expect that any sum it may have to pay in connection with these matters in excess of the amounts recorded will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The Company is also contingently liable under bid, performance and specialty bonds totaling approximately $258.8 million and open standby letters of credit issued by the Company’s banks in favor of third parties totaling $21.8 million at March 31, 2008.

Product and general liability claims arise against the Company from time to time in the ordinary course of business. The Company is generally self-insured for future claims up to $3.0 million per claim. Accordingly, a reserve is maintained for the estimated costs of such claims. At March 31, 2008 and September 30, 2007, the reserve for product and general liability claims was $51.5 million and $51.6 million, respectively, based on available information. There is inherent uncertainty as to the eventual resolution of unsettled claims. Management, however, believes that any losses in excess of established reserves will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Prior to its acquisition by the Company, JLG had received notices of audit adjustments totaling $7.1 million from the Pennsylvania Department of Revenue (“PA”) in connection with audits of income tax returns filed by JLG for fiscal years 1999 through 2003. The adjustments proposed by PA consist primarily of the disallowance of a royalty deduction taken on JLG’s income tax returns. The Company believes that PA has acted contrary to applicable law and is disputing PA’s position. While the Company is continuing the appeal process, PA has denied any relief on appeals to date.

The Company is subject to other environmental matters and legal proceedings and claims, including patent, antitrust, product liability, warranty and state dealership regulation compliance proceedings that arise in the ordinary course of business. Although the final results of all such matters and claims cannot be predicted with certainty, management believes that the ultimate resolution of all such matters and claims will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Actual results could vary, among other things, due to the uncertainties involved in litigation.

17.

Business Segment Information

In accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” for purposes of business segment performance measurement, the Company does not allocate to individual business segments costs or items that are of a non-operating nature or organizational or functional expenses of a corporate nature. The caption “Corporate and other” includes corporate office expenses including share-based compensation, results of insignificant operations and intersegment eliminations. Identifiable assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment and certain other assets pertaining to corporate activities. Summarized financial information concerning the Company’s product lines and reportable segments is as follows (in millions):

	Year Ended September 30, 2007								Year Ended September 30, 2006
	External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales
Access equipment ^(a)
Aerial work platforms	$	1,493.7	$	--		$	1,493.7		$	--	$	--		$	--
Telehandlers		796.8		--			796.8			--		--			--
Other		249.0		--			249.0			--		--			--

Total access equipment		2,539.5		--			2,539.5			--		--			--
Defense		1,412.1		4.4			1,416.5			1,311.9		5.3			1,317.2
Fire & emergency		1,107.4		34.8			1,142.2			925.8		35.7			961.5
Commercial
Concrete placement		619.3		--			619.3			697.9		0.6			698.5
Refuse collection		527.4		--			527.4			476.0		--			476.0
Other		101.6		--			101.6			15.8		--			15.8

Total commercial		1,248.3		--			1,248.3			1,189.7		0.6			1,190.3
Intersegment eliminations		--		(39.2	)		(39.2	)		--		(41.6	)		(41.6	)

Consolidated	$	6,307.3	$	--		$	6,307.3		$	3,427.4	$	--		$	3,427.4

(a)	Fiscal 2007 access equipment disclosures include the results of JLG subsequent to December 6, 2006, the date of acquisition.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

	Three Months Ended March 31, 2008								Three Months Ended March 31, 2007
	External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales
Access equipment
Aerial work platforms	$	554.5	$	--		$	554.5		$	371.7	$	--		$	371.7
Telehandlers		167.1		--			167.1			264.4		--			264.4
Other		91.5		--			91.5			71.8		--			71.8

Total access equipment		813.1		--			813.1			707.9		--			707.9
Defense		448.7		2.1			450.8			305.1		0.9			306.0
Fire & emergency		259.9		12.4			272.3			285.8		8.4			294.2
Commerical
Concrete placement		90.0		--			90.0			200.4		--			200.4
Refuse collection		139.6		--			139.6			132.7		--			132.7
Other		21.3		--			21.3			28.8		--			28.8

Total commercial		250.9		--			250.9			361.9		--			361.9
Intersegment eliminations		--		(14.5	)		(14.5	)		--		(9.3	)		(9.3	)

Consolidated	$	1,772.6	$	--		$	1,772.6		$	1,660.7	$	--		$	1,660.7

	Six Months Ended March 31, 2008								Six Months Ended March 31, 2007
	External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales
Access equipment ^(a)
Aerial work platforms	$	933.7	$	--		$	933.7		$	442.1	$	--		$	442.1
Telehandlers		324.8		--			324.8			298.1		--			298.1
Other		165.1		--			165.1			85.4		--			85.4

Total access equipment		1,423.6		--			1,423.6			825.6		--			825.6
Defense		845.7		3.4			849.1			615.5		2.2			617.7
Fire & emergency		521.9		23.0			544.9			545.5		14.7			560.2
Commercial
Concrete placement		160.4		--			160.4			357.2		--			357.2
Refuse collection		279.5		--			279.5			267.4		--			267.4
Other		41.4		--			41.4			56.3		--			56.3

Total commercial		481.3		--			481.3			680.9		--			680.9
Intersegment eliminations		--		(26.4	)		(26.4	)		--		(16.9	)		(16.9	)

Consolidated	$	3,272.5	$	--		$	3,272.5		$	2,667.5	$	--		$	2,667.5

(a)	Fiscal 2007 access equipment disclosures include the results of JLG subsequent to December 6, 2006, the date of acquisition.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

	Three Months Ended March 31,						Six Months Ended March 31,
	2008			2007			2008			2007
Operating income (loss):
Access equipment ^(a)	$	123.6		$	53.2		$	184.7		$	55.6
Defense		59.7			52.8			123.6			107.4
Fire & emergency		20.6			27.6			42.8			52.2
Commercial		(5.5	)		22.1			(15.7	)		42.9
Corporate and other		(30.2	)		(20.9	)		(57.3	)		(39.7	)

Consolidated operating income		168.2			134.8			278.1			218.4
Interest expense, net of interest income		(53.5	)		(61.0	)		(108.0	)		(81.1	)
Miscellaneous other income (expense)		(3.5	)		0.8			(5.6	)		0.5

Income before provision for income taxes,
equity in earnings of unconsolidated
affiliates and minority interest	$	111.2		$	74.6		$	164.5		$	137.8

(a)	Fiscal 2007 access equipment disclosures include the results of JLG subsequent to December 6, 2006, the date of acquisition.

	March 31, 2008		September 30, 2007
Identifiable assets:
Access equipment:
U.S.	$	2,878.4	$	2,845.0
Europe ^(b)		1,351.9		1,032.1
Rest of world		118.4		282.5

Total access equipment		4,348.7		4,159.6
Defense - U.S.		252.8		251.5
Fire & emergency:
U.S.		747.1		761.3
Europe		128.0		119.0

Total fire & emergency		875.1		880.3
Commercial:
U.S. ^(b)		693.8		670.3
Other North America ^(b)		44.0		34.5
Europe		360.1		306.8

Total Commercial		1,097.9		1,011.6
Corporate and other - U.S.		83.5		96.8

Consolidated	$	6,658.0	$	6,399.8

(b)	Includes investment in unconsolidated affiliates.

OSHKOSH CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Net sales by geographic region based on product shipment destination were as follows (in millions):

	Six Months Ended March 31,
	2008		2007
Net sales:
United States	$	2,246.0	$	2,090.0
Other North America		90.2		61.0
Europe, Africa and Middle East		759.8		422.3
Rest of world		176.5		94.2

Consolidated	$	3,272.5	$	2,667.5

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement About Forward-Looking Statements

This Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations and other sections of this Form 10-Q contain statements that Oshkosh Corporation (the “Company”) believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, including those under the captions “Executive Overview” and “Fiscal 2008 Outlook” are forward-looking statements. When used in this Form 10-Q, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the Company’s ability to turn around its Geesink Norba Group (“Geesink”) business sufficiently to support its current valuation resulting in no impairment charge; the consequences of financial leverage associated with the JLG Industries, Inc. (“JLG”) acquisition; the cyclical nature of the Company’s access equipment, commercial and fire & emergency markets, especially during a recession, which many believe the U.S. has already entered; the expected level and timing of U.S. Department of Defense (“DoD”) procurement of products and services and funding thereof; risks related to reductions in government expenditures and the uncertainty of government contracts; risks associated with international operations and sales, including foreign currency fluctuations; risks related to the collectibility of access equipment receivables; the Company’s ability to offset rising steel costs through cost decreases or product selling price increases; and the potential for increased costs relating to compliance with changes in laws and regulations. In addition, the Company’s expectations for fiscal 2008 are based in part on certain assumptions made by the Company, which are set forth under the caption “Certain Assumptions.” Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s U.S. Securities and Exchange Commission (“SEC”) filings, including, but not limited to, the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2008.

All forward-looking statements, including those under the captions “Executive Overview” and “Fiscal 2008 Outlook,” speak only as of the date the Company files this Quarterly Report on Form 10-Q with the SEC. The Company has adopted a policy that if the Company makes a determination that it expects the Company’s earnings per share for future periods for which projections are contained in this Quarterly Report on Form 10-Q to be lower than those projections, then the Company will publicly disseminate that fact. The Company’s policy also provides that if the Company makes a determination that it expects the Company’s earnings per share for future periods to be at or above the projections contained in this Quarterly Report on Form 10-Q, then the Company does not intend to publicly disseminate that fact. Except as set forth above, the Company assumes no obligation, and disclaims any obligation, to update information contained in this Quarterly Report on Form 10-Q. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

All references herein to earnings per share refer to earnings per share assuming dilution.

General

Major products manufactured and marketed by each of the Company’s business segments are as follows:

Access equipment – a wide range of aerial work platforms, telehandlers, scissor lifts and vertical masts used in a variety of construction, industrial, institutional and general maintenance applications to position workers and materials at elevated heights. Access equipment is sold globally. Customers are primarily equipment rental companies, but also include construction contractors, manufacturing companies, home improvement centers and the U.S. military.

Defense – heavy- and medium-payload tactical trucks and supply parts and services sold to the U.S. military and to other militaries around the world.

Fire & emergency – custom and commercial firefighting vehicles and equipment, aircraft rescue and firefighting vehicles, snow removal vehicles, ambulances, and other emergency vehicles primarily sold to fire departments, airports and other governmental units in the Americas and abroad, wreckers and carriers sold to towing companies in the Americas and abroad, mobile medical trailers sold to hospitals and third party medical service providers in the U.S. and Europe and broadcast vehicles sold to broadcasters and TV stations in the Americas and abroad.

Commercial – concrete mixers and components, portable and stationary concrete batch plants, refuse collection vehicles and components and waste transfer units sold to ready-mix companies and commercial and municipal waste haulers in North America, Europe and other international markets and other, including field service vehicles and truck-mounted cranes sold to mining, construction and other companies in North America.

Executive Overview

The Company reported substantially higher second quarter results in fiscal 2008, with earnings per share up 42.6% over the prior year second quarter, in spite of weak economic conditions in the U.S. The Company’s results for the second quarter of fiscal 2008 were driven primarily by international demand for the Company’s access equipment products and the requirements of the Company’s largest customer, the DoD. The Company expects to face further challenges in the second half of the fiscal year, including a weak U.S. economy, a downturn in the U.S. housing market, volatile raw material commodity prices and the challenge of successfully completing the Geesink reorganization. The Company believes that, despite these challenges, earnings per share for the full year fiscal 2008 will increase between 15.9% and 21.5% as a result of continued strong international demand for the Company’s access equipment products, continuing requirements for tactical vehicles from the DoD and increased cost reduction initiatives.

The Company’s financial performance in the second quarter and year-to-date results for fiscal 2008 and its expectations for its financial performance for the third quarter and the full year fiscal 2008 are as follows:

	Percentage Increase vs. Prior Period
	Actual Second Quarter Fiscal 2008	Actual First Half Fiscal 2008	Third Quarter Fiscal 2008 Estimates	Full Year Fiscal 2008 Estimates
Sales	6.7%	22.7%	7.2% - 12.6%	12.6% - 15.7%
Operating income	24.8%	27.4%	6.7% - 13.1%	13.5% - 17.7%
Net income	42.6%	19.3%	15.9% - 24.1%	16.1% - 21.7%
Earnings per share	42.6%	19.5%	15.7% - 24.0%	15.9% - 21.5%

The Company’s results in the first half of fiscal 2008 were driven by the inclusion of JLG for the entire six months compared to only four months in the prior year following the Company’s acquisition of JLG in December 2006. Strong international sales at JLG and increased defense segment sales also contributed to first half operating results compared to the first half of the prior year, while the commercial segment experienced a significant decline in sales due primarily to lower demand for vehicles and vehicle bodies in North America.

Access equipment sales were $1,423.6 million for the first six months of fiscal 2008 compared to $825.6 million in the first six months of the prior year. The increase in sales was primarily driven by the inclusion of JLG’s results for the entire six month period in fiscal 2008 versus only four months of ownership in the prior year period and sharply higher international demand, offset by lower demand in the U.S. Access equipment segment operating income was $184.7 million, or 13.0% of sales, in the first six months of fiscal 2008 compared to $55.6 million, or 6.7% of sales, for the first six months of the prior year. Operating income margins in the first half of fiscal 2008 benefited from relatively flat operating expenses on higher sales, a favorable product and customer mix and favorable foreign exchange rates. Operating income for the access equipment segment for the first half of fiscal 2007 also included approximately $12.0 million of charges related to an inventory revaluation as of the JLG acquisition date.

Since the onset of Operation Iraqi Freedom in 2003, the Company’s defense segment has benefited substantially from increasing DoD requirements for new trucks, parts, service, armoring and remanufacturing of vehicles operated in Iraq. In the first six months of fiscal 2008, sales of new and remanufactured trucks increased 51.6% as compared to the same period in the prior year. Due to a higher mix of lower-margin truck sales, lower margins on the Family of Heavy Tactical Vehicles (“FHTV”) program, lower armor kit and component sales and inefficiencies on a service contract, operating income margins declined from 17.4% of sales in the first half of fiscal 2007 to 14.6% of sales in the first half of fiscal 2008.

The Company’s fire and emergency segment sales declined 2.7% in the first six months of fiscal 2008 and operating income declined by 18.0%. The decrease in sales reflected weak markets for mobile medical trailers and broadcast vehicles and towing and recovery equipment and an expected shift in international fire apparatus sales to the second half of the fiscal year, offset in part by higher domestic fire apparatus and airport products sales. The decrease in operating income for the first half of fiscal 2008 was the result of operating losses at the Company’s domestic mobile medical trailer and broadcast vehicle business and international fire apparatus business, offset in part by the return to profitability at the Company’s domestic ambulance business.

Sales in the Company’s commercial segment decreased 29.3% in the first six months of fiscal 2008 compared to the first six months of fiscal 2007. The segment had an operating loss of $15.7 million in the first six months of fiscal 2008 compared to operating income of $42.9 million in the comparable prior year period. The decrease in sales and operating income was largely attributable to weak demand at the Company’s North American businesses as a result of lower U.S. residential construction and a sharp decrease in demand subsequent to the January 2007 diesel engine emissions standards changes in the U.S. Sales at Geesink, the Company’s European refuse collection vehicle business, were up 37.7% in the first six months of fiscal 2008 as compared to the first six months of fiscal 2007 due to higher demand in the United Kingdom and better chassis availability in France, as well as favorable foreign exchange rates. Despite the increase in sales, the Company’s European refuse collection vehicle business had an operating loss of $14.0 million in the first six months of fiscal 2008 compared with an operating loss of $10.4 million in the first six months of fiscal 2007. The increase in the operating loss related primarily to charges associated with a previously announced facility rationalization plan and inefficiencies associated with the relocation of production of Norba-branded products to The Netherlands, along with an unfavorable foreign exchange rate that resulted in a larger loss in U.S. dollars.

The Company estimates that its fiscal 2008 sales will increase to approximately $7.1 to $7.3 billion and that its earnings per share will increase to between $4.15 and $4.35. This estimate range reflects the Company’s performance in the first six months, anticipated strong performance in the second half of the fiscal year in the access equipment and defense segments and an improvement in the effective income tax rate, offset by weak U.S. economic conditions negatively impacting the commercial segment and, to a lesser extent, the fire & emergency segment. These estimates do not include any potential additional development costs that the Company would incur in the event of a Joint Light Tactical Vehicle (“JLTV”) Technology Development contract award to the Company and its teaming partner in either the third or fourth quarters of fiscal 2008.

Based on the strength of its international business, the Company expects access equipment segment sales will increase by a high single digit percentage in the second half of fiscal 2008 compared to the second half of the prior year, resulting in an increase in sales of approximately 25% to 30% for the full year fiscal 2008. The Company is projecting access equipment segment operating income margins in the second half of fiscal 2008 to improve slightly from the first half of the year as the Company expects benefits of additional volume and favorable foreign exchange rates to exceed potential increases in raw material costs.

Based on strong funding provided for the Company’s programs by the DoD and a backlog of armor kits, the Company is projecting defense segment sales will grow 25% to 30% in fiscal 2008. Defense segment operating income margins are projected to decrease slightly from the first half of the year to the second half of fiscal 2008.

The Company has experienced lower domestic demand in the fire & emergency segment as a result of a weak U.S. economy, the effects of lower housing values on municipal tax revenues and higher fuel prices. Despite the weak domestic economy, the Company expects fire & emergency segment sales will grow in the low double digits in the second half of fiscal 2008 compared to the second half of the prior year, largely as a result of higher fire apparatus and airport product sales. The Company expects operating income margins in the second half of fiscal 2008 to increase more than 150 basis points compared to the first half of fiscal 2008 as a result of better absorption of fixed costs over higher sales and a better product mix at its mobile medical and international fire apparatus businesses.

The commercial segment has experienced significantly lower demand for vehicles and vehicle bodies in North America as a result of the impact of lower residential construction activity in the U.S. combined with the aftereffects of the diesel engine emissions standards changes, which were effective in January 2007. The Company expects demand will not improve significantly until either residential construction strengthens or until pre-buy activity begins ahead of the 2010 diesel engine emissions standards changes. As a result of the continuing economic downturn in the U.S., the Company now estimates that commercial segment sales will decrease nearly 20% in fiscal 2008. The Company anticipates year-over-year sales percentage declines in the second half of the year to be smaller than in the first half of fiscal 2008 as sales in the second half of fiscal 2007 were also adversely impacted by the slowdown in residential construction and the aftereffects of the 2007 engine emissions standards changes pre-buy. The Company expects the commercial segment to return to an operating profit in the second half of fiscal 2008 as a result of expected additional domestic refuse volume during this traditionally busy seasonal period and as a result of an expected reduction in the loss at its European refuse collection vehicle business. The Company does not expect operating income in the second half of the fiscal year to be sufficient to absorb the losses experienced in the first half of the year, and as a result, the Company projects an operating loss for the segment for fiscal 2008.

Please refer to “Fiscal 2008 Outlook” and “Certain Assumptions” for a discussion of the Company’s sales, operating income, net income, earnings per share and debt estimates for fiscal 2008.

Results of Operations

Analysis of Consolidated Net Sales

The following table presents net sales by business segment (in millions):

	Second Quarter Fiscal						First Six Months Fiscal
Net sales	2008			2007			2008			2007
Access equipment	$	813.1		$	707.9		$	1,423.6		$	825.6
Defense		450.8			306.0			849.1			617.7
Fire & emergency		272.3			294.2			544.9			560.2
Commercial		250.9			361.9			481.3			680.9
Intersegment eliminations		(14.5	)		(9.3	)		(26.4	)		(16.9	)

Consolidated	$	1,772.6		$	1,660.7		$	3,272.5		$	2,667.5

Second Quarter Fiscal 2008 Compared to 2007

Consolidated net sales increased 6.7% to $1.8 billion for the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007. The increase was primarily attributable to higher sales in the defense segment and strong international access equipment sales, offset in part by lower sales in the commercial and fire & emergency segments due primarily to the weak U.S. economy, including sharply lower residential construction.

Access equipment segment net sales increased 14.9% to $813.1 million for the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007. The increase was attributable to substantially higher shipments internationally and favorable foreign exchange rates, offset in part by lower sales in North America. Sales outside of North America nearly doubled over the comparable prior year quarter while sales in North America declined nearly 20% as a result of the weak U.S. economy, including lower sales to large rental customers, due in part to smaller, but more frequent orders spread out over the year.

Defense segment net sales increased 47.3% to $450.8 million for the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007. The increase was attributable to an increase in sales of heavy-payload tactical vehicles and higher parts & service sales. Sales of new and remanufactured trucks were up 55.9% versus the comparable prior year quarter as an increase in sales of new heavy-payload trucks was partially offset by a decrease in medium-payload truck sales and international truck sales. Parts & service sales rebounded in the second quarter due to higher armor kit shipments.

Fire & emergency segment net sales decreased 7.4% to $272.3 million for the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007. The decrease in sales reflected weaker demand for towing and recovery equipment as well as mobile medical trailers and broadcast vehicles and a shift in the timing of international fire apparatus sales to the second half of fiscal 2008. The towing and recovery equipment vehicle market has been negatively impacted by lower demand as a result of rising fuel prices and uncertainty in the U.S. economy. A reduction in medical procedure reimbursement rates has had a negative effect on sales of mobile medical trailers. In addition, the broadcast vehicle market was negatively effected by the writers’ strike reducing television networks’ advertising revenues.

Commercial segment net sales decreased 30.7% to $250.9 million for the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007. The decrease was the result of significantly lower domestic concrete placement sales due to a slowdown in U.S. residential construction and reduced volume subsequent to the January 2007 diesel engine emissions standards changes, offset in part by an increase in European refuse collection vehicle sales. European refuse collection vehicle sales were up 23.4% in the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007 due to higher demand in the United Kingdom and better chassis availability in France, as well as favorable foreign exchange rates.

First Six Months of Fiscal 2008 Compared to 2007

Consolidated net sales increased 22.7% to $3.3 billion for the first six months of fiscal 2008 compared to the first six months of fiscal 2007. The increase was driven primarily by the inclusion of JLG for a full six months and higher shipments of heavy-payload trucks in the defense segment, offset in part by a significant decline in commercial segment sales.

Access equipment net sales increased $598.0 million to $1,423.6 million for the first six months of fiscal 2008 compared to $825.6 million in the prior year period. The increase was driven primarily by the inclusion of JLG sales for the entire six months compared to ownership for four months in the prior year period. Access equipment sales in the prior year represented sales of JLG from December 6, 2006, the date of acquisition, through the end of the second quarter. This segment experienced stronger demand for products outside North America and lower demand in North America in the first six months of fiscal 2008 compared to JLG sales for the six months ended March 31, 2007, including sales prior to the Company’s ownership.

Defense segment net sales increased 37.5% to $849.1 million for the first six months of fiscal 2008 compared to the first six months of fiscal 2007. The increase was attributable to an increase in sales of new and remanufactured trucks, offset in part by a decrease in parts & service sales. Sales of new and remanufactured trucks were up 51.6% versus the comparable prior year period as an increase in sales of new and remanufactured heavy-payload trucks was partially offset by a decrease in medium-payload truck sales and international truck sales. Parts and service sales decreased on lower armor kit and component sales.

Fire & emergency segment net sales decreased 2.7% to $544.9 million for the first six months of fiscal 2008 compared to the first six months of fiscal 2007. The decrease in sales reflected weaker demand for towing and recovery equipment as well as mobile medical trailers and broadcast vehicles and a shift in the timing of international fire apparatus sales to the second half of fiscal 2008, offset in part by higher domestic fire apparatus sales. Towing and recovery equipment vehicle markets have been negatively impacted by lower demand as a result of rising fuel prices and uncertainty in the U.S. economy. In addition, a reduction in medical procedure reimbursement rates has had a negative effect on sales of mobile medical trailers and a writers’ strike reducing television networks’ advertising revenues has negatively impacted the broadcast vehicle market.

Commercial segment net sales decreased 29.3% to $481.3 million for the first six months of fiscal 2008 compared to the first six months of fiscal 2007. The decrease was largely the result of lower domestic concrete placement sales in the first six months of fiscal 2008 compared to the first six months of fiscal 2007 due to a slowdown in U.S. residential construction and low volume subsequent to the January 2007 diesel engine emissions standards changes, offset in part by an increase in European refuse collection vehicle sales. European refuse collection vehicle sales were up 37.7% in the first six months of fiscal 2008 compared to the first six months of fiscal 2007 due to favorable foreign exchange rates, higher demand in the United Kingdom and better chassis availability in France.

Analysis of Consolidated Operating Income

The following table presents operating income by business segment (in millions):

	Second Quarter Fiscal						First Six Months Fiscal
Operating income (loss)	2008			2007			2008			2007
Access equipment	$	123.6		$	53.2		$	184.7		$	55.6
Defense		59.7			52.8			123.6			107.4
Fire & emergency		20.6			27.6			42.8			52.2
Commercial		(5.5	)		22.1			(15.7	)		42.9
Corporate and other		(30.2	)		(20.9	)		(57.3	)		(39.7	)

Consolidated	$	168.2		$	134.8		$	278.1		$	218.4

Second Quarter Fiscal 2008 Compared to 2007

Consolidated operating income increased 24.8% to $168.2 million, or 9.5% of sales, in the second quarter of fiscal 2008 compared to $134.8 million, or 8.1% of sales, in the second quarter of fiscal 2007. The increase in operating income was primarily related to strong performance in the access equipment segment and to a lesser extent the defense segment, offset in part by an operating loss in the commercial segment, a decrease in operating income in the fire & emergency segment as a result of lower sales, and increased corporate expenses largely due to higher personnel costs and information technology spending to support the Company’s growth objectives and increased stock-based compensation expense.

Access equipment segment operating income increased 132.5% to $123.6 million, or 15.2% of sales, in the second quarter compared to $53.2 million, or 7.5% of sales, in the prior year quarter. Operating income in the second quarter benefited from higher sales, a favorable product and customer mix and favorable foreign exchange rates. Prior year second quarter results also included a charge of $8.5 million related to the revaluation of inventory at the acquisition date of JLG.

Defense segment operating income increased 13.0% to $59.7 million, or 13.2% of sales, in the second quarter compared to $52.8 million, or 17.3% of sales, in the prior year quarter. The decrease in operating income as a percent of sales compared to the prior year quarter reflected a higher mix of lower-margin truck sales, lower margins on truck contract renewals, inefficiencies on a service contract and higher bid and proposal costs.

Fire & emergency segment operating income decreased 25.6% to $20.6 million, or 7.6% of sales, in the second quarter compared to $27.6 million, or 9.4% of sales, in the prior year quarter. The decrease in operating income during the second quarter was due mainly to lower sales at the Company’s towing and recovery equipment, domestic mobile medical trailer and broadcast vehicle and international fire apparatus businesses.

The commercial segment had an operating loss of $5.5 million, or (2.2)% of sales, in the second quarter of fiscal 2008 compared to operating income of $22.1 million, or 6.1% of sales, in the prior year quarter. The decrease in operating results was primarily due to lower operating income at the Company’s domestic operations as a result of a slowdown in the U.S. residential construction market combined with lower unit volumes subsequent to the January 2007 diesel engine emissions standards changes.

The Company’s European refuse collection vehicle operations sustained an operating loss of $8.6 million in the second quarter of fiscal 2008, compared to a loss of $6.2 million in the prior year quarter. The loss increased primarily due to charges related to a previously announced facility rationalization plan and inefficiencies associated with the relocation of production of Norba-branded products to The Netherlands, along with an unfavorable foreign exchange rate that resulted in a larger loss when translated into U.S. dollars. The Company has taken steps to turn around the Geesink business, including selling an unprofitable facility in The Netherlands during the first quarter of fiscal 2008, reaching an agreement with the Works Council in Sweden regarding rationalizing a facility in that country, reducing its work force, installing new executive leadership, integrating operations with JLG, implementing lean manufacturing practices, introducing new products and outsourcing components to lower cost manufacturing sites. The Company does not believe that the issues experienced in the second quarter of fiscal 2008 at Geesink are indicators requiring goodwill impairment testing. The Company will continue to monitor Geesink for indicators of impairment and perform the annual impairment test early in the fourth quarter as required by its policy.

Corporate operating expenses and inter-segment profit elimination increased $9.3 million to $30.2 million in the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007 largely due to higher personnel costs and information technology spending to support the Company’s growth objectives and increased stock-based compensation expense.

Consolidated selling, general and administrative expenses increased 11.1% to $154.9 million, or 8.7% of sales, in the second quarter of fiscal 2008 compared to $139.5 million, or 8.4% of sales, in the second quarter of fiscal 2007. Consolidated operating expenses as a percentage of sales have increased largely due to the decrease in sales in the commercial segment and increased corporate expenses.

First Six Months Fiscal 2008 Compared to 2007

Consolidated operating income increased 27.4% to $278.1 million, or 8.5% of sales, in the first six months of fiscal 2008 compared to $218.4 million, or 8.2% of sales, in the first six months of fiscal 2007. The increase in operating income was primarily related to the inclusion of JLG results for the entire six months and increased defense segments sales, offset in part by lower earnings in the commercial and fire & emergency segments due to the weak U.S. economy and higher corporate costs.

Access equipment segment operating income was $184.7 million, or 13.0% of sales, in the first six months of fiscal 2008 compared to $55.6 million, or 6.7% of sales, in the first six months of the prior year. Operating income margins in the prior year were negatively affected by the timing of the JLG acquisition just prior to JLG’s seasonal holiday shut-down and a charge of $12.0 million related to the revaluation of inventory at the acquisition date of JLG. In addition, operating income for the first six months of fiscal 2008 benefited from a favorable product and customer mix, and favorable foreign exchange rates.

Defense segment operating income increased 15.0% to $123.6 million, or 14.6% of sales, in the first six months of fiscal 2008 compared to $107.4 million, or 17.4% of sales, in the first six months of the prior year. The decrease in operating income as a percentage of sales during the first six months of fiscal 2008 reflected lower margins on the renewal of the FHTV contract, a higher mix of lower-margin truck sales and inefficiencies on the start-up of a service contract, offset in part by the reduction of a warranty reserve upon the expiration of a systemic warranty.

Fire & emergency segment operating income decreased 18.0% to $42.8 million, or 7.9% of sales, in the first six months of fiscal 2008 compared to $52.2 million, or 9.3% of sales, in the first six months of the prior year. The decrease in operating income during the first six months was the result of operating losses at the Company’s domestic mobile medical trailer and broadcast vehicle business and international fire apparatus business, offset in part by a return to profitability at the Company’s domestic ambulance business.

The commercial segment had an operating loss of $15.7 million, or (3.3)% of sales, in the first six months of fiscal 2008 compared to operating income of $42.9 million, or 6.3% of sales, in the first six months of the prior year. The decrease in operating results was primarily due to an operating loss sustained at the Company’s domestic operations as a result of a slowdown in the U.S. residential construction market combined with lower unit volumes subsequent to the January 2007 diesel engine emissions standards changes. The Company’s European refuse collection vehicle business sustained an operating loss of $14.0 million in the first six months of fiscal 2008 compared to an operating loss of $10.4 million in the first six months of the prior year. The increase in the operating loss was largely the result of $4.7 million of facility rationalization costs to move production from Sweden to The Netherlands and costs associated with increasing production capabilities at the Company’s Romanian facility.

Corporate operating expenses and inter-segment profit elimination increased $17.6 million to $57.3 million in the first six months of fiscal 2008 compared to the first six months of fiscal 2007 largely due to higher personnel costs and information technology spending to support the Company’s growth objectives and increased stock-based compensation expense.

Consolidated selling, general and administrative expenses increased 29.9% to $297.0 million, or 9.1% of sales, in the first six months of fiscal 2008 compared to $228.6 million, or 8.6% of sales, in the first six months of fiscal 2007. Consolidated operating expenses as a percentage of sales have increased largely due to the decrease in sales in the commercial segment and increased corporate expenses.

Analysis of Non-Operating Income Statement Items

Second Quarter Fiscal 2008 Compared to 2007

Interest expense, net of interest income, decreased $7.5 million to $53.5 million in the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007, largely as a result of lower interest rates and the repayment of borrowings incurred in connection with the JLG acquisition.

The effective income tax rate increased to 36.7% for the second quarter of fiscal 2008 compared to 36.0% in the second quarter of fiscal 2007. The higher effective tax rate reflects increased provisions for discrete items in the quarter.

Equity in earnings of unconsolidated affiliates, net of income taxes, of $1.9 million in the second quarter of fiscal 2008 and $2.9 million in the second quarter of fiscal 2007 primarily represented the Company’s equity interest in a lease financing partnership, a commercial entity in Mexico and a joint venture in Europe.

First Six Months Fiscal 2008 Compared to 2007

Interest expense, net of interest income, increased $26.9 million to $108.0 million in the first six months of fiscal 2008 compared to the first six months of fiscal 2007, largely as a result of interest on borrowings incurred in connection with the JLG acquisition for a full six months in fiscal 2008 compared to approximately four months in the prior fiscal year.

The effective income tax rate decreased to 35.8% for the first six months of fiscal 2008 compared to 36.0% in the first six months of fiscal 2007. The effective tax rate decrease relates to the continued phase-in of the domestic manufacturing deduction, a favorable tax incentive agreement in Europe and the impact on the state tax rate of the additional leverage associated with the acquisition of JLG, offset in part by increased provisions for discrete items.

Equity in earnings of unconsolidated affiliates, net of income taxes, of $3.7 million in the first six months of fiscal 2008 and $3.9 million in the first six months of fiscal 2007 primarily represented the Company’s equity interest in a lease financing partnership, a commercial entity in Mexico and a joint venture in Europe.

Liquidity and Financial Condition

	March 31, 2008			September 30, 2007
Cash and cash equivalents	$	52.0		$	75.2
Total debt		3,055.1			3,057.1
Shareholders' equity		1,568.2			1,393.6
Total capitalization (debt plus equity)		4,623.3			4,450.7
Debt to total capitalization		66.1	%		68.7	%

In addition to cash and cash equivalents of $52.0 million, the Company had $528.2 million of unused availability under the terms of its Revolving Credit Facility (as defined below) as of March 31, 2008. The Company’s primary cash requirements include working capital, capital expenditures, dividends, and interest and principal payments on indebtedness. The Company finances its activities primarily through operating cash flows and borrowings under its Revolving Credit Facility.

The Company’s ability to obtain debt financing at competitive risk-based interest rates is partly a function of its existing credit ratios as well as its current credit ratings. The Company’s credit ratings are reviewed regularly by major debt rating agencies such as Standard and Poor’s and Moody’s Investors Service. In 2007, Standard and Poor’s affirmed the Company’s long-term debt ratings as BB. Similarly, Moody’s Investors Service also affirmed its corporate rating on the Company’s long-term debt as Ba3.

Operating Cash Flows

The Company’s cash flow from operations has fluctuated, and will likely continue to fluctuate significantly, from quarter to quarter, due to changes in working capital requirements arising principally from seasonal fluctuations in sales, the start-up or conclusion of large defense contracts and the timing of receipt of individually large performance-based payments from the DoD.

The Company has observed an increase in requests for longer payment terms in its access equipment segment as a result of competitive factors in that market. To the extent these requests are granted, this will adversely impact liquidity; however, based upon current and anticipated future operations, the Company believes that capital resources will be adequate to meet future working capital, debt service and other capital requirements for fiscal 2008.

The Company’s operating activities provided cash of $26.9 million in the six months ended March 31, 2008 compared to $245.4 million in the comparable prior year period. The reduction in cash flows from operations in fiscal 2008 was largely the result of an increase in operating working capital (which the Company defines as trade accounts receivable plus inventory less accounts payable and customer advances), which consumed $143.9 million more cash in the first six months of fiscal 2008 versus the comparable period in the prior year. The increase in cash used for operating working capital was primarily due to the timing of performance-based payments in the Company’s defense segment. During the first six months of fiscal 2007, the Company renewed a large defense contract and realized a performance-based payment of $122.4 million at the time of contract renewal. The Company anticipates that discussions regarding the renewal of this contract will begin later in fiscal 2008. In addition to the increase in cash used to support operating working capital, the Company also incurred higher income tax payments of $47.1 million in the six months ended March 31, 2008, primarily because the prior year period benefited from acquisition-related deductions.

Investing Cash Flows

Cash flows relating to investing activities consist primarily of cash used for acquisitions and capital expenditures. Net cash used in investing activities in the first half of fiscal 2008 was $44.0 million compared to $3.2 billion in the first half of fiscal 2007, which included $3.14 billion of cash used for the acquisition of JLG in December 2006. Capital spending was $53.2 million for the first half of fiscal 2008, an increase of $12.4 million from the first half of fiscal 2007, due primarily to increased spending related to investments in the Company’s Romanian manufacturing facility. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information technology systems. In fiscal 2008, the Company expects capital spending to be approximately $110 million.

Financing Cash Flows

Cash provided by financing activities consists primarily of proceeds from the issuance of long-term debt and cash used by financing activities consists primarily of repayments of indebtedness and payments of dividends to shareholders. Financing activities used cash of $9.6 million during the first half of fiscal 2008 compared to cash generation of $3.0 billion during the first half of fiscal 2007. Cash provided by financing activities during the first half of fiscal 2007 related to borrowings used to finance the acquisition of JLG.

Refer to Note 8 of the Notes to the Condensed Consolidated Financial Statements for additional information regarding the Company’s outstanding debt as of March 31, 2008.

Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements

The Company’s contractual obligations, commercial commitments and off-balance sheet arrangement disclosures in its Annual Report on Form 10-K for the year ended September 30, 2007 have not materially changed since that report was filed.

Application of Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions, and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. The significant accounting policies and methods used in the preparation of the consolidated financial statements are described in Note 2 to the consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2007. The Company’s application of critical accounting policies has not materially changed since that report was filed.

Critical Accounting Estimates

The Company’s disclosures of critical accounting estimates in its Annual Report on Form 10-K for the year ended September 30, 2007 have not materially changed since that report was filed.

New Accounting Standards

Refer to Notes 1 and 15 of the Notes to the Condensed Consolidated Financial Statements for a discussion of the impact on the Company’s consolidated financial statements of new accounting standards.

Customers and Backlog

Sales to the U.S. government comprised approximately 26% of the Company’s net sales in the first six months of fiscal 2008. No other single customer accounted for more than 10% of the Company’s net sales for this period. A substantial majority of the Company’s net sales are derived from customer orders prior to commencing production.

The Company’s backlog at March 31, 2008 decreased 16.8% to $3,286.4 million compared to $3,949.2 million at March 31, 2007. The access equipment segment backlog decreased 29.8% to $905.6 million at March 31, 2008 compared to $1,289.5 million at March 31, 2007 due to the weaker economy and the return to more normal order patterns for large rental customers in North America and, to a lesser extent, Europe. The defense segment backlog decreased 12.6% to $1,508.0 million at March 31, 2008 compared to $1,726.1 million at March 31, 2007 due to the shipment of vehicles under the FHTV contract and the timing of receipt of orders related to funding requests awaiting approval by Congress. Fire & emergency segment backlog decreased 1.9% to $624.7 million at March 31, 2008 compared to $637.0 million at March 31, 2007 due to the aftereffects of the pre-buy in advance of the January 2007 diesel engine emissions standards changes, weak municipal spending and the impact of an uncertain outlook for the U.S. economy. Commercial segment backlog decreased 16.4% to $248.1 million at March 31, 2008 compared to $296.6 million at March 31, 2007 due to the impact of lower U.S. residential construction and the January 2007 diesel engine emission standards changes. Unit backlog for domestic refuse collection vehicles was up 3.8% compared to March 31, 2007. Unit backlogs for front-discharge and rear-discharge concrete mixers were down 18.4% and 33.2%, respectively, as compared to March 31, 2007. Unit backlog for refuse collection vehicles in Europe was up 6.8% as a result of higher demand in the United Kingdom and the return of chassis availability in France. Approximately 25.9% of the Company’s March 31, 2008 backlog is not expected to be filled in fiscal 2008.

Reported backlog excludes purchase options and announced orders for which definitive contracts have not been executed. Additionally, backlog excludes unfunded portions of the FHTV, Indefinite Delivery/Indefinite Quantity and Logistics Vehicle System Replacement (“LVSR”) contracts. Backlog information and comparisons thereof as of different dates may not be accurate indicators of future sales or the ratio of the Company’s future sales to the DoD versus its sales to other customers.

Fiscal 2008 Outlook

The Company estimates that fiscal 2008 consolidated net sales will range between $7.1 billion and $7.3 billion, an increase from fiscal 2007 net sales of 12.6% to 15.7%. All comparisons are to the Company’s fiscal 2007 results and assume no new acquisitions.

The Company expects access equipment segment sales in fiscal 2008 will increase about 25% to 30%. The increase in sales reflects an additional two months of sales as JLG’s results were only included in the Company’s fiscal 2007 consolidated results since the date of acquisition in December 2006 and strong sales in Europe and other international markets, offset in part by lower sales in North America due to continued weakness in the residential construction market and an expected slow-down in non-residential spending.

The Company is projecting defense segment sales to grow 25% to 30% in fiscal 2008 based on additional funding provided for the Company’s truck programs in recently enacted federal spending bills intended to fund Operation Iraqi Freedom. The increase also includes an expected increase in defense parts & service sales due to higher estimated armor kit sales in the second half of fiscal 2008.

The Company expects fire & emergency segment sales percentage growth to be approximately 5% in fiscal 2008 as a result of organic growth in the domestic fire apparatus and airport products businesses, offset by the impact of weaker demand for towing and recovery equipment, mobile medical trailers and broadcast vehicles.

The Company estimates that commercial segment sales will decrease approximately 20% in fiscal 2008 due to weak U.S. residential construction and slower demand following the diesel engine emissions standards changes effective January 2007. The Company expects demand will not improve significantly until either residential construction strengthens or until pre-buy activity begins ahead of the 2010 diesel engine emissions standards changes. The projected decrease is approximately 5% higher than previous estimates as a result of a revised view of the depth of the downturn of the concrete mixer market. The Company expects that European refuse collection vehicle sales will be higher in fiscal 2008 due to higher demand in the United Kingdom and better chassis availability in France, as well as favorable foreign exchange rates.

The Company is projecting consolidated operating income of between $670 million and $695 million in fiscal 2008.

The Company is projecting access equipment operating income margins to increase 250 to 300 basis points in fiscal 2008, reflecting the benefits of additional volume, a favorable product and customer mix, the benefits from foreign currency exchange rate changes and the elimination of certain non-recurring purchase accounting charges. The estimate is approximately 100 basis points higher than previous estimates as the Company anticipates that a favorable product mix and the benefits from foreign currency exchange rate changes will continue for the remainder of the year.

Defense segment operating income margins are projected to decrease approximately 250 to 300 basis points in fiscal 2008, primarily reflecting lower margins on the renewal of the FHTV contract and on armor kit sales and incremental bid and proposal spending on the JLTV program competition.

Fire & emergency segment operating income margins are projected to decrease 50 to 100 basis points in fiscal 2008. The Company was previously projecting fire & emergency segment operating income margins to be flat. The decrease in the segment operating income margins is generally due to market weakness for several of the businesses in this segment.

The Company is now projecting that the commercial segment will have an operating loss in fiscal 2008 as a result of lower domestic sales and anticipated restructuring charges at the Company’s European refuse collection vehicle business and inefficiencies in the transfer of production from Sweden to The Netherlands.

The Company estimates that corporate operating expenses and inter-segment profit eliminations will increase between $25 and $30 million in fiscal 2008. The increase reflects additional estimated expense associated with stock-based compensation awards, the investment in additional staff and the costs of several large information technology projects to support the Company’s growth objectives. The Company estimates that net interest and other expenses will increase to $210 to $215 million in fiscal 2008 largely due to the inclusion of interest on the JLG acquisition debt for an entire year.

The Company estimates that in fiscal 2008 its effective income tax rate will decline to approximately 33.5% as a result of the continued phase-in of the domestic manufacturing deduction, a favorable tax incentive agreement in Europe and increased earnings in lower tax rate countries. The Company estimates that equity in earnings of unconsolidated affiliates will approximate $5.0 to $5.5 million.

During fiscal 2008, the Company expects to reduce its outstanding debt by approximately $300 to $400 million, resulting in debt of $2.65 to $2.75 billion at September 30, 2008. The Company anticipates capital spending to approximate $110 million in fiscal 2008.

These estimates result in the Company’s estimates of fiscal 2008 net income between $311 million and $326 million and earnings per share between $4.15 and $4.35. The Company expects its earnings per share in the third quarter of fiscal 2008 to be $1.40 to $1.50 compared to $1.21 in the third quarter of fiscal 2007 due largely to increased revenues within the access equipment and defense segments. These estimates do not include any potential additional development costs the Company will incur in the event of a JLTV Technology Development contract award to the Company and its teaming partner in either the third or fourth quarters of fiscal 2008.

Certain Assumptions

The expectations set forth in “Executive Overview” and “Fiscal 2008 Outlook” are forward-looking statements and are based in part on certain assumptions made by the Company, some of which are referred to in, or as part of, the forward-looking statements. These assumptions include, without limitation, those relating to the Company’s ability to turn around the Geesink business sufficiently to support its current valuation resulting in no impairment charges; the Company’s estimates for the level of concrete placement activity, housing starts, non-residential construction spending and mortgage rates; the performance of the U.S. economy, which many believe is already in a recession, and European economies, which could move into recession; the Company’s spending on product development and bid and proposal activities with respect to defense truck procurement competitions and the outcome of such competitions; the Company’s expectations as to timing of receipt of sales orders and payments and execution and funding of defense contracts; the Company’s ability to achieve cost reductions and operating efficiencies, in particular at JLG, McNeilus, Geesink and Medtec; the Company’s ability to offset rising steel costs through cost decreases or product selling price increases; the Company’s estimates of the impact of changing fuel prices and credit availability on capital spending of towing operators; the Company’s estimates of the impact of changing legislation on capital spending of mobile medical providers; the availability of defense truck carcasses for remanufacturing; the anticipated level of production and margins associated with the FHTV contract, the Indefinite Demand/Indefinite Quantity truck remanufacturing contract, the LVSR contract and international defense truck contracts; the Company’s ability to produce defense trucks at increased levels in fiscal 2008; the Company’s estimates for capital expenditures of rental and construction companies for JLG’s products, of municipalities for fire & emergency and refuse collection vehicles, of airports for aircraft rescue and snow removal products and of large commercial waste haulers generally and with the Company; federal funding levels for U.S. Department of Homeland Security and spending by governmental entities on homeland security apparatus; the expected level of commercial “package” body and purchased chassis sales compared to “body only” sales; anticipated levels of capital expenditures by the Company; the Company’s estimates for costs relating to litigation, product warranty, product liability, insurance, stock options, performance share awards, bad debts and other raw materials; the Company’s estimates for debt levels, interest rates, foreign exchange rates, working capital needs and effective tax rates; and that the Company does not complete any acquisitions in the short term. The Company cannot provide any assurance that the assumptions referred to in the forward-looking statements or otherwise are accurate or will prove to have been correct. Any assumptions that are inaccurate or do not prove to be correct could have a material adverse effect on the Company’s ability to achieve the results that the forward-looking statements contemplate.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s quantitative and qualitative disclosures about market risk for changes in interest rates, commodity and foreign exchange risk incorporated by reference to Item 7A of the Company’s Annual Report on Form 10-K for the year ended September 30, 2007 have not materially changed since that report was filed.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures . In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s management evaluated, with the participation of the Company’s Chairman of the Board and Chief Executive Officer and Executive Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the quarter ended March 31, 2008. Based upon their evaluation of these disclosure controls and procedures, the Chairman of the Board and Chief Executive Officer and the Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the quarter ended March 31, 2008 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control . There were no significant changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 1A.

RISK FACTORS

Our financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within our control that may cause actual performance to differ materially from historical or projected future performance. In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended September 30, 2007, which have not materially changed other than as reflected below.

Our markets are highly cyclical and a decline in these markets could have a material adverse effect on our operating performance.

A decline in overall customer demand in our cyclical access equipment, commercial and fire & emergency markets could have a material adverse effect on our operating performance. The access equipment market that JLG operates in is highly cyclical and impacted by the strength of the economy generally, by prevailing mortgage and other interest rates, by residential and non-residential construction spending and by other factors. The ready-mix concrete market that we serve is highly cyclical and impacted by the strength of the economy generally, by prevailing mortgage and other interest rates, by the number of housing starts and by other factors that may have an effect on the level of concrete placement activity, either regionally or nationally. Domestic and European refuse collection vehicle markets are modestly cyclical and impacted by the strength of the economy generally and municipal tax receipts. Fire & emergency markets are modestly cyclical and are impacted by the economy generally and municipal tax receipts. Concrete mixer and access equipment sales also are seasonal with the majority of such sales occurring in the spring and summer months, which constitute the traditional construction season.

The U.S. economy is experiencing a downturn. Many believe the U.S. economy has entered a recession, which has negatively impacted our sales volumes in the U.S. for concrete mixers, telehandlers and certain other products. U.S. housing starts were also weak in fiscal 2007 and the first six months of fiscal 2008 further contributing to the lower sales volumes. We do not expect housing starts to improve until sometime in calendar 2009. U.S. non-residential construction spending has also begun to weaken in certain geographical areas, which may cause weakness for other products of ours, including aerial work platforms. In addition, customers of ours, such as municipalities, have been reducing their expenditures for fire & emergency equipment in anticipation of lower tax revenues. The towing and recovery equipment market is also being negatively impacted by higher fuel costs and the U.S. economy. We cannot provide any assurance that this downturn will not continue or become more severe. If the U.S. economic downturn continues or becomes more severe, there could be a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

Furthermore, our commercial and fire & emergency businesses saw an increase in sales in fiscal 2006 and the first half of fiscal 2007 as customers pre-purchased truck chassis in anticipation of changes in diesel engine emissions standards effective January 1, 2007. As a result of this, we experienced weak demand in our fire & emergency and commercial markets in the first six months of fiscal 2008 and we expect this to continue throughout fiscal 2008 in our commercial markets and to a lesser extent in our fire & emergency markets.

Additionally, the high levels of sales in our defense business in recent years have been due in significant part to demand for defense trucks, replacement parts and services and truck remanufacturing arising from the conflict in Iraq. Events such as this are unplanned, and we cannot predict how long this conflict will last or the demand for our products that will arise out of such an event. Accordingly, we cannot provide any assurance that the increased defense business as a result of this conflict will continue.

If we are unable to successfully turn around the profitability of our Geesink Norba Group, then we may be required to record a non-cash impairment charge for Geesink Norba Group goodwill.

The Geesink Norba Group, our European refuse collection vehicle business, operated at a loss in fiscal 2007 due to soft market demand for its products in the United Kingdom, the lack of available chassis for mounting refuse collection vehicles in France and some market share losses. We have taken steps to turn around the Geesink Norba Group business, including selling an unprofitable facility in The Netherlands during the first quarter of fiscal 2008, reaching an agreement with the Works Council in Sweden regarding rationalizing a facility in that country, beginning to fabricate parts in its Romanian facility during the second quarter of fiscal 2008 to be used in the manufacture of JLG aerial products in Europe, ramping up production of Norba-branded products at its Emmerloord, Holland facility during the second quarter of fiscal 2008, reducing its work force, installing new executive leadership, integrating operations with JLG, implementing lean manufacturing practices, introducing new products and outsourcing components to lower cost manufacturing sites. We incurred an operating loss at this business again in the first six months of fiscal 2008 as we executed on a number of the turnaround initiatives described above. We expect to incur additional operating losses in fiscal 2008 as we continue these turnaround activities, including costs associated with inefficiencies related to the relocation of production of Norba-branded refuse collection vehicles to The Netherlands. We may incur costs to continue to implement the turnaround beyond our current expectations for such costs. In addition, we cannot provide any assurance that the Geesink Norba Group will be able to operate profitably after such activities have been completed. Further, if we are unable to continue to turn around the business of the Geesink Norba Group, then we may be required to record a non-cash impairment charge for Geesink Norba Group goodwill, and there could be other material adverse effects on our net sales, financial condition, profitability and/or cash flows.

Steel price fluctuations may adversely affect our results.

We purchase, directly and indirectly through component purchases, hundreds of thousands of tons of steel annually. Recently, steel prices have begun to increase significantly. Indications suggest that the cost of steel and component parts containing steel may continue to increase sharply. Although we have firm, fixed-price contracts for some steel requirements and have firm pricing contracts for the majority of components, we may not be able to hold all of our steel and component suppliers to pre-negotiated prices. The ultimate duration and severity of the steel pricing issue for major steel consumers like us is not presently estimable. Without limitation, these conditions could impact us in the following ways:

•

In the access equipment, fire & emergency and commercial businesses, we have either announced selling price increases or are contemplating price increases in the future to recover increased steel and component costs. However, any such new product prices apply only to new orders, and we do not anticipate being able to recover all cost increases from customers in fiscal 2008 due to the amount of orders in our backlog prior to the effective dates of new selling prices. In addition, some customers could react adversely to these price increases, and competitive conditions could limit price increases in some market sectors. Alternatively, adherence to the price increases could affect sales volumes in some market sectors. Furthermore, steel and component costs may rise faster than expected, and our product price increases may not be sufficient to recover such increases.

•

In the defense business, we are generally limited in our ability to raise prices in response to rising steel and component costs as we largely do business under annual firm, fixed-price contracts. We attempt to limit this risk by obtaining firm pricing from suppliers at the time a contract is awarded. However, if these suppliers, including steel suppliers, do not honor their contracts, then we could face margin pressure in our defense business.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In July 1995, the Company’s Board of Directors authorized the repurchase of up to 6,000,000 shares of the Company’s Common Stock. The Company did not repurchase any shares under the authorization during the quarter ended March 31, 2008. As of March 31, 2008, the Company had authority to repurchase 3,230,790 shares of Common Stock under that program. The repurchase authorization does not expire. The Credit Agreement restricts the Company’s ability to repurchase shares of its Common Stock through financial covenants. The Credit Agreement also limits the amount of dividends and other types of distributions to $40.0 million during any fiscal year plus the positive result of (x) 25% of the cumulative net income of the Company and its consolidated subsidiaries for all fiscal quarters ending after December 6, 2006, minus (y) the cumulative amount of all dividends and other types of distributions made in any fiscal year ending after December 6, 2006, that exceeded $40.0 million. Refer to Note 8 of the Notes to the Condensed Consolidated Financial Statements for a description of these covenants.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the annual meeting of shareholders held on February 5, 2008, all of the persons nominated as directors were elected. The following table sets forth certain information with respect to such election.

Name of Nominee	Shares Voted for	Shares Withholding Authority	Other Shares Not Voted
J. William Andersen	65,056,214	2,391,298	6,772,469
Robert G. Bohn	65,161,849	2,285,663	6,772,469
Robert A. Cornog	65,632,300	1,815,212	6,772,469
Richard M. Donnelly	65,614,755	1,832,757	6,772,469
Frederick M. Franks, Jr.	65,020,805	2,426,707	6,772,469
Michael W. Grebe	65,106,843	2,340,669	6,772,469
Kathleen J. Hempel	65,167,672	2,279,840	6,772,469
Harvey N. Medvin	65,593,647	1,853,865	6,772,469
J. Peter Mosling, Jr.	64,996,448	2,451,064	6,772,469
Timothy J. Roemer	65,628,230	1,819,282	6,772,469
Richard G. Sim	65,013,518	2,433,994	6,772,469
Charles L. Szews	65,143,710	2,303,802	6,772,469

Also at the annual meeting of shareholders held on February 5, 2008, the proposal to amend the Company’s Restated Articles of Incorporation to change the corporate name from “Oshkosh Truck Corporation” to “Oshkosh Corporation” was approved by a vote of the shareholders as follows:

	Shares Voted for	Shares Voted Against	Abstentions
	66,758,943	629,184	59,385

Also at the annual meeting of shareholders held on February 5, 2008, the proposal to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending September 30, 2008 was approved by a vote of the shareholders as follows:

	Shares Voted for	Shares Voted Against	Abstentions
	67,183,064	173,552	90,896

Also at the annual meeting of shareholders held on February 5, 2008, the proposal to adopt a shareholder proposal to redeem or bring to shareholder vote the Company’s shareholder rights plan was approved by a vote of the shareholders as follows:

	Shares Voted for	Shares Voted Against	Abstentions	Broker Non-votes
	47,504,425	8,807,719	334,134	10,801,234

ITEM 6.

EXHIBITS

Exhibit No.

Description

3.1	Amended and Restated Articles of Incorporation of Oshkosh Corporation.

10.1	Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Stock Appreciation Rights Award Agreement.

10.2	Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers.

10.3	Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and David M. Sagehorn (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 0-13886)).

10.4	Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and Thomas D. Fenner.

31.1	Certification by the Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated May 1, 2008.

31.2	Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated May 1, 2008.

32.1	Written Statement of the Chairman and Chief Executive Officer, pursuant to 18 U.S.C.ss.1350, dated May 1, 2008.

32.2	Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C.ss.1350, dated May 1, 2008.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OSHKOSH CORPORATION

May 1, 2008	/S/ Robert G. Bohn
	Robert G. Bohn
	Chairman and Chief Executive Officer
	(Principal Executive Officer)
May 1, 2008	/S/ David M. Sagehorn
	David M. Sagehorn
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)
May 1, 2008	/S/ Thomas J. Polnaszek
	Thomas J. Polnaszek
	Senior Vice President Finance and Controller
	(Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.

Description

3.1	Amended and Restated Articles of Incorporation of Oshkosh Corporation.

10.1	Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Stock Appreciation Rights Award Agreement.

10.2	Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers.

10.3	Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and David M. Sagehorn (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 0-13886)).

10.4	Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and Thomas D. Fenner.

31.1	Certification by the Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated May 1, 2008.

31.2	Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated May 1, 2008.

32.1	Written Statement of the Chairman and Chief Executive Officer, pursuant to 18 U.S.C.ss.1350, dated May 1, 2008.

32.2	Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C.ss.1350, dated May 1, 2008.

RESTATED
ARTICLES OF INCORPORATION
OF
OSHKOSH CORPORATION,
AS AMENDED

FIRST: The name of the Corporation is OSHKOSH CORPORATION.

SECOND: The purpose for which the Corporation is organized is to engage in any lawful activity within the purposes of which corporations may be organized under Chapter 180 of the Wisconsin Statutes.

THIRD:

A. STOCK

The total number of shares of stock which the Corporation shall have the authority to issue is three hundred two million (302,000,000) shares itemized by classes as follows:

1. Three hundred million (300,000,000) shares of common stock, one cent ($.01) par value (the “Common Stock”).

2. Two million (2,000,000) shares of preferred stock, one cent ($.01) par value (the “Preferred Stock”).

B. THE COMMON STOCK

1. The holders of Common Stock shall be entitled to receive dividends when and if declared by the Board of Directors out of any funds legally available for the payment of such dividends.

2. Each share of Common Stock shall be entitled to one vote on each matter submitted to a vote of holders of Common Stock.

3. In case of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Common Stock shall be entitled to receive on a pro rata basis the proceeds of any remaining assets of the Corporation.

4. No holders of shares of Common Stock shall have a preemptive right to acquire unissued shares of stock of the Corporation or securities convertible into such shares or carrying a right to subscribe to or acquire such shares.

5. The rights of the Common Stock under this Section B of this Third Article of these Restated Articles of Incorporation are subject to the provisions of Section C below concerning the Preferred Stock.

C. THE PREFERRED STOCK

The Preferred Stock may be issued in series, and authority is vested in the Board of Directors, from time to time, to establish and designate series and to fix the variations in the powers, preferences, rights, qualifications, limitations or restrictions of any series of the Preferred Stock, but only with respect to:

1. the dividend rate or rates and the preferences, if any, over any other class or series (or of any other class or series over such class or series) with respect to dividends, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether and upon what conditions such dividends shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate;

2. the price and terms and conditions on which shares may be redeemed;

3. the amount payable upon shares in the event of voluntary or involuntary liquidation;

4. sinking fund provisions for the redemption or purchase of shares;

5. the terms and conditions on which shares may be converted into shares of any other class or series of the same or any other class of stock of the Corporation, if the shares of any series are issued with the privilege of conversion; and

6. voting rights, if any.

Except as to the matters expressly set forth above, all series of the Preferred Sock shall have the same preference, limitations and relative rights and shall rank equally, share ratably and be identical in all respects as to all matters. All shares of any one series of the Preferred Stock shall be alike in every particular.

D. GENERAL

Where approval by holders of shares of one or more classes of the Common Stock and/or the Preferred Stock is required under the laws of the State of Wisconsin to effect an amendment to these Restated Articles of Incorporation, a merger or consolidation, a sale of the Corporation’s assets, dissolution or otherwise, the affirmative vote of the holders of a majority of the outstanding shares of each class entitled to vote on such matter, in class votes where appropriate, shall be sufficient to approve the action.

FOURTH: The address of the registered office is:

8025 Excelsior Drive Suite 200
Madison, WI 53717

FIFTH: The name of the registered agent at such address is:

CT Corporation System

-2-

SIXTH: The number of directors constituting the Board of Directors shall be such number as is fixed from time to time by the By-Laws.

SEVENTH: These Restated Articles of Incorporation supersede and take the place of the heretofore existing Restated Articles of Incorporation and amendments thereto.

EIGHTH: These articles may be amended in the manner authorized by law at the time of amendment.

-3-

OSHKOSH CORPORATION
(a Wisconsin corporation)

2004 Incentive Stock and Awards Plan
Stock Appreciation Rights Award

[Participant]:

[Participant Address]:

Oshkosh Corporation (the “Company”) and you hereby agree as follows:

You have been granted Stock Appreciation Rights relating to shares of Common Stock of the Company under the Oshkosh Corporation 2004 Incentive Stock and Awards Plan (the “Plan”) with the following terms and conditions:

Grant Date:

Number of Shares:

Grant Price per Share:

Expiration Date: Three years, unless terminated earlier as described in the Plan.

Vesting Schedule: Vests in full on the third anniversary of Grant Date

Your Stock Appreciation Rights will become fully vested if you terminate employment as a result of death, Disability or Retirement. You will forfeit Stock Appreciation Rights when you terminate employment for any other reason.

Settlement: As soon as practicable following the third anniversary of the Grant Date or, if earlier, the date on which your Stock Appreciation Rights become fully vested upon termination of employment as a result of death, Disability or Retirement (the “Settlement Date”), the compensation (if any) payable with respect to the Stock Appreciation Rights that are vested will be valued and paid in cash in your local currency using the spot rate on the Settlement Date, less applicable tax withholding. The value of the Stock Appreciation Rights that are vested will be equal to the product obtained by multiplying (1) the number of Shares underlying the Stock Appreciation Rights that are vested, and (2) the amount by which the Fair Market Value of a Share on the Settlement Date exceeds the Grant Price Per Share identified above. If the Fair Market Value of a Share on the Settlement Date is less than or equal to the Grant Price Per Share identified above, then no amount is payable with respect to the Stock Appreciation Rights. Following the Settlement Date, the Stock Appreciation Rights (whether or not resulting in a payment) will be cancelled. The Stock Appreciation Rights do not include the right to receive dividends or other distributions declared and paid on the Shares underlying the Stock Appreciation Rights.

This Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Stock Appreciation Rights and definitions of capitalized terms used and not defined in this Award Agreement can be found in the Plan, a copy of which is attached hereto.

IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly executed, and you have executed this Award Agreement, all as of the day and year first above written.

OSHKOSH CORPORATION

By: ___________________________
Name and Title [Typed]

Accepted:

By: ____________________________
Participant Name [Typed]

OSHKOSH CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS
AND EXECUTIVE OFFICERS

Amended and Restated Effective January 1, 2005

	Page
ARTICLE 1. PURPOSE AND HISTORY	1
Section 1.1. Purpose	1
Section 1.2. History	1
Section 1.3. Plan Status	1
Section 1.4. Special Transition Rule	1
ARTICLE 2. DEFINITIONS AND CONSTRUCTION	1
Section 2.1. Definitions	1
Section 2.2. “Account”	2
Section 2.3. “Act”	2
Section 2.4. “Administrator”	2
Section 2.5. “Affiliate”	2
Section 2.6. “Beneficiary”	2
Section 2.7. “Board”	2
Section 2.8. “Change in Control”	2
Section 2.9. “Code”	2
Section 2.10. “Committee”	2
Section 2.11. “Company”	3
Section 2.12. “Deferral”	3
Section 2.13. “ERISA”	3
Section 2.14. “Exchange Act”	4
Section 2.15. “Fair Market Value”	4
Section 2.16. “Fixed Income Investment Option”	4
Section 2.17. “Investment Account”	4
Section 2.18. “Investment Options”	4
Section 2.19. “Participant”	4
Section 2.20. “Plan Year”	5
Section 2.21. “Predecessor Plan”	5
Section 2.22. “Retainer Fees”	5
Section 2.23. “Separation from Service”	5
Section 2.24. “Share”	6
Section 2.25. “Share Unit Account”	6
Section 2.26. “Share Units”	6
Section 2.27. “Unforeseeable Emergency”	6
Section 2.28. “Valuation Date”	6
Section 2.29. Construction	6
Section 2.30. Severability	7
ARTICLE 3. PARTICIPATION	7
Section 3.1. Effective Date	7
Section 3.2. New Participants	7
ARTICLE 4. DEFERRALS OF COMPENSATION	7
Section 4.1. Salary Deferrals	7
Section 4.2. Retainer Fee Deferrals	8
Section 4.3. Annual Bonus Deferrals	8


Section 4.4. Long-Term Incentive Deferrals	9
Section 4.5. Nonemployee Director Long-Term Incentive Deferral	10
Section 4.6. Special Election Rules for New Participants	10
Section 4.7. Deferral of Dividend Awards	11
Section 4.8. Cancellation of Deferral Elections	11
Section 4.9. Administration of Deferral Elections	11
ARTICLE 5. HYPOTHETICAL INVESTMENT OPTIONS	11
Section 5.1. Investment Election	11
Section 5.2. Securities Law Restrictions	12
Section 5.3. Accounts Are For Record Keeping Purposes Only	12
ARTICLE 6. DISTRIBUTION OF ACCOUNTS	12
Section 6.1. Election of Form of Distribution	12
Section 6.2. Distribution of Cash or Shares	13
Section 6.3. Time of Distribution	13
Section 6.4. Distribution of Remaining Account Following Participant's Death	14
Section 6.5. Distribution in Event of Unforeseeable Emergency	15
Section 6.6. Tax Withholding	15
Section 6.7. Offset	16
ARTICLE 7. RULES WITH RESPECT TO SHARE UNITS	16
Section 7.1. Valuation of Share Unit Account	16
Section 7.2. Transactions Affecting Common Stock	16
Section 7.3. No Shareholder Rights With Respect to Share Units	16
ARTICLE 8. SPECIAL RULES APPLICABLE IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY	17
Section 8.1. Acceleration of Payment of Accounts	17
Section 8.2. Definition of a Change in Control	17
Section 8.3. Maximum Payment Limitation	17
Section 8.4. Cessation of All Deferrals	18
ARTICLE 9. GENERAL PROVISIONS	18
Section 9.1. Administration	18
Section 9.2. Restrictions to Comply with Applicable Law	20
Section 9.3. Claims Procedures	20
Section 9.4. Participant Rights Unsecured	21
Section 9.5. Amendment or Termination of Plan	21
Section 9.6. Administrative Expenses	22
Section 9.7. Successors and Assigns	22
Section 9.8. Governing Law; Limitation on Actions; Dispute Resolution	22
APPENDIX 1	25
APPENDIX 2	26

ARTICLE 1.
PURPOSE AND HISTORY

Section 1.1. Purpose . Oshkosh Corporation (the “Company”) established the Deferred Compensation Plan for Directors and Executive Officers (the “Plan”) effective May 19, 1997, to provide certain eligible executive officers and nonemployee members of the Board of Directors of the Company and its Affiliates a means to defer income until separation from service with the Company or death.

Section 1.2. History . The Plan is amended and restated herein, effective as of January 1, 2005, primarily to conform the Plan to the requirements of Internal Revenue Code Section 409A, enacted as part of the American Jobs Creation Act of 2004, and to facilitate certain Stock based Deferrals. The Predecessor Plan, as in effect on October 3, 2004, is attached to this restated Plan as Appendix 1. The Predecessor Plan governs all amounts considered by law to be deferred before January 1, 2005, and not subject to Code Section 409A. The Predecessor Plan set forth in Appendix 1 shall not be materially modified, within the meaning of Code Section 409A and the guidance thereunder, after October 3, 2004.

Section 1.3. Plan Status . The Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA and is intended to comply with the provisions of Code Section 409A, and any regulations issued thereunder. The Plan shall be interpreted and administered consistent with this intent. The Committee reserves the right to amend the Plan to the full extent necessary to comply with guidance issued under Code Section 409A without the consent or mutual agreement of the Participants.

Section 1.4. Special Transition Rule . With respect to deferred compensation amounts under the Plan that are subject to Code Section 409A, payment method elections may be made or revised on or before December 31, 2008, with respect to the form of payment of such amounts. Such election will not be treated as a change in the form and timing of a payment under Code Section 409A(a)(4) or an acceleration of a payment under Code Section 409A(a)(3) provided the election is made and filed with the Administrator on or before December 31, 2008. Any election made pursuant to this Section is applicable only to amounts that are not otherwise payable in the year in which the election is made.

ARTICLE 2.
DEFINITIONS AND CONSTRUCTION

Section 2.1. Definitions . Wherever used in the Plan, the following terms shall have the meanings set forth in Article 2, and where the meaning is intended, the initial letter of the word is capitalized.

Section 2.2. “ Account ” means the record keeping account or accounts maintained to record the interest of each Participant under the Plan. An Account is established for record keeping purposes only and not to reflect the physical segregation of assets on the Participant’s behalf, and may consist of such subaccounts or balances as the Administrator may determine to be necessary or appropriate.

Section 2.3. “ Act ” means the Securities Act of 1933, as interpreted by regulations and rules issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of the Act shall be deemed to include reference to any successor provision thereto.

Section 2.4. “ Administrator ” means the Executive Vice President, Corporate Administration, or such Vice President’s delegate.

Section 2.5. “ Affiliate ” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Code Section 414(b), or that is under common control with the Company within the meaning of Code Section 414(c). JLG Industries, Inc. is an Affiliate effective December 6, 2006.

Section 2.6. “ Beneficiary ” means the person(s) or entity(ies) designated by a Participant to be his beneficiary for purposes of this Plan as provided in Section 6.4.

Section 2.7. “ Board ” means the Board of Directors of Oshkosh Corporation.

Section 2.8. “ Change in Control ” has the meaning assigned to this term in Section 8.2.

Section 2.9. “ Code ” means the Internal Revenue Code of 1986, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of the Code shall be deemed to include reference to any successor provision thereto.

Section 2.10. “ Committee ” means the Human Resources Committee of the Board, which shall consist of not less than two members of the Board, each of whom is also a director of the Company and qualifies as a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act.

Section 2.11. “ Company ” means Oshkosh Corporation, and its successors as provided in Section 9.7.

Section 2.12. “ Deferral ” means the amount credited, in accordance with a Participant’s election or as required by the Plan, to the Participant’s Account under the Plan in lieu of the payment in cash thereof, or the issuance of Shares with respect thereto. Deferrals include the following:

(a) “ Salary Deferral ” means a deferral of all or a portion of a Participant’s base salary paid by the Company or an Affiliate, before reduction for deferred compensation amounts, but exclusive of incentive or bonus compensation, special fees or awards, allowances or amounts designated by the Company as payments toward or for reimbursement for expenses. Elections to defer base salary are required to be made on a calendar year basis.

(b) “ Retainer Fee Deferral ” means a deferral of all or a portion of Retainer Fees by a nonemployee member of the Board. Elections to defer Retainer Fees are required to be made on a calendar year basis.

(c) “ Annual Bonus Deferral ” means a deferral of all or a portion of a Participant’s award under an annual bonus plan maintained by the Company or an Affiliate. Annual bonus awards are determined on a fiscal year basis by the Company and are payable after the close of the fiscal year. Annual bonus awards may be performance-based awards. Elections to defer annual bonus awards are made on a fiscal year basis, including, where applicable, the special election timing rules applicable to performance-based awards.

(d) “ Long-Term Incentive Deferral ” means a deferral of all or a portion of an employee Participant’s cash or Share-based award under a multi-year incentive plan maintained by the Company or an Affiliate. Share-based awards include, for this purpose, restricted stock, performance shares, and performance units. Elections to defer long-term incentive awards are generally made on a fiscal year basis.

(e) “ Nonemployee Director Long-Term Incentive Deferral ” means a deferral by a nonemployee director of such director’s receipt of a Share-based long-term incentive award under an equity incentive plan maintained by the Company. Share-based long-term incentive awards include, for this purpose, restricted stock, performance shares, and performance units. Elections to defer receipt of such Share-based awards are generally made pursuant to the special election timing rules applicable to the award of certain forfeitable rights.

Section 2.13. “ ERISA ” means the Employee Retirement Income Security Act of 1974, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of ERISA shall be deemed to include reference to any successor provision thereto.

Section 2.14. “ Exchange Act ” means the Securities Exchange Act of 1934, as interpreted by regulations and rules issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of the Exchange Act shall be deemed to include reference to any successor provision thereto.

Section 2.15. “ Fair Market Value ” means with respect to a Share, except as otherwise provided herein, the closing sales price on the New York Stock Exchange on the date in question (or the immediately preceding trading day if the date in question is not a trading day), and with respect to any other property, such value as is determined by the Administrator.

Section 2.16. “ Fixed Income Investment Option ” means a hypothetical fixed income fund that is deemed to be invested each Plan Year quarter at the prime rate on the last day of the immediately preceding Plan year quarter plus one percent (1%). “Prime rate” means the prime rate published for such date in The Wall Street Journal .

Section 2.17. “ Investment Account ” means the subaccount described in Article 5, which is deemed invested in Investment Options other than Share Units. The remaining balance of a Participant’s Account may be referred to as the “Share Unit Account.”

Section 2.18. “ Investment Options ” mean the Fixed Income Investment Option, the Share Unit Account, and any other alternatives made available by the Administrator, which shall be used for the purpose of measuring hypothetical investment experience attributable to a Participant’s Account. Investment options under the Plan are also available for investments held pursuant to the Predecessor Plan.

Section 2.19. “ Participant ” means each executive officer of the Company elected by the Board and any other employee of the Company or any Affiliate who is selected for participation in the Plan by the Committee and who makes Deferrals hereunder. Notwithstanding the foregoing, the Committee shall limit the foregoing group of eligible employees to a select group of management and highly compensated employees, as determined by the Committee in accordance with ERISA. Where the context so requires, a Participant also means a former employee entitled to receive a benefit hereunder. In addition, “Participant” means each nonemployee member of the Board. An individual ceases to be a Participant when the Participant’s Account balance hereunder has been fully paid out or forfeited.

Section 2.20. “ Plan Year ” means the fiscal year of the Company beginning each October 1.

Section 2.21. “ Predecessor Plan ” means the Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers, restated effective January 1, 2002, and subsequently amended.

Section 2.22. “ Retainer Fees ” means those fees paid by the Company to nonemployee members of the Board for services rendered on the Board or any committee of the Board, including attendance fees and fees for serving as committee chair.

Section 2.23. “ Separation from Service ” means a Participant’s death, retirement, or other termination of employment from the Company and all Affiliates, or, for a nonemployee member of the Board, cessation of service as a Board member, for any reason, provided the cessation of service is a good-faith and complete termination of the relationship with the Company, in accordance with Treasury Regulation 1.409A-1(h), which is incorporated herein by this reference. As set forth in greater detail in such regulations:

(a) If, at the time of the cessation of service, a nonemployee Board member anticipates a renewal of a significant contractual relationship with the Company or becoming an employee, then such cessation of service as a Board member does not constitute a good-faith and complete termination of the relationship with the Company.

(b) If an employee Participant takes a leave of absence from the Company or an Affiliate for purposes of military leave, sick leave or other bona fide leave of absence, the Participant’s employment will be deemed to continue for the first six (6) months of the leave of absence, or if longer, for so long as the Participant’s right to reemployment is provided either by statute or by contract. If the period of the leave exceeds six (6) months and the Participant’s right to reemployment is not provided by either statute or contract, the Participant will be considered to have incurred a Separation from Service on the first day of the seventh (7 ^th ) month of the leave of absence.

(c) If a Participant provides only insignificant services to the Company or an Affiliate, the Participant will be deemed to have incurred a Separation from Service. For this purpose, a Participant is considered to be providing insignificant services if he or she provides services at an annual rate that is twenty percent (20%) or less of the services rendered by such individual, on average, during the immediately preceding thirty-six (36) months (or, if employed less than thirty-six (36) months, such lesser period of service or employment with the Company).

(d) If a Participant continues to provide services to the Company or an Affiliate in a capacity other than as an employee, the Participant will not be deemed to have incurred a Separation from Service if the Participant is providing services at an annual rate that is at least fifty percent (50%) of the services rendered by such individual, on average, during the immediately preceding thirty-six (36) months of employment (or, if employed less than thirty-six (36) months, such lesser period of employment).

Section 2.24. “ Share ” means a share of the Common Stock of the Company.

Section 2.25. “ Share Unit Account ” means the subaccount described in Article 7, which is deemed invested in Shares. The remaining balance of a Participant’s Account may be referred to as the “Investment Account.”

Section 2.26. “ Share Units ” means the hypothetical Shares that are credited to the Share Unit Accounts in accordance with Article 7.

Section 2.27. “ Unforeseeable Emergency ” means a severe financial hardship of the Participant, resulting from any of the following:

(1) an illness or accident of the Participant, his or her spouse or dependent (as defined in Code Section 152(a) without regard to Section 152(b)(1), (b)(2), and (d)(1)(B));

(2) a loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or

(3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, as determined by the Administrator in accordance with Treasury Regulation 1.409A-3(i)(3).

Section 2.28. “ Valuation Date ” means the last day of each fiscal year quarter. The Administrator will determine the value of each Account not less frequently than quarterly.

Section 2.29. Construction . Wherever any words are used in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are use in the singular or the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. Titles of articles and sections are for general information only, and the Plan is not to be construed by reference to such items.

Section 2.30. Severability . In the event any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

ARTICLE 3.
PARTICIPATION

Section 3.1. Effective Date . Each individual for whom an Account is maintained under the Plan as of December 31, 2004, shall continue in participation hereunder on January 1, 2005.

Section 3.2. New Participants . Each individual for whom an Account is established under the Plan on or after January 1, 2005, shall become a Participant as of the date he or she is authorized to make (or is deemed to make) a deferral election under Article 4.

ARTICLE 4.
DEFERRALS OF COMPENSATION

Section 4.1. Salary Deferrals .

(a) An employee Participant may elect, prior to the first day of a calendar year, in a timely manner and in accordance with the Administrator’s rules and procedures, to have deferred under this Plan all or part of the Participant’s base salary to be paid in the immediately following calendar year, subject to the applicable Deferral minimum described in Section 4.9. “All” salary for this purpose is limited to a reasonable percentage, as determined by the Administrator, allowing for sufficient currently payable salary to meet the Participant’s other payroll-related obligations, for example, for the payment of welfare benefit plan premiums, pretax contributions or salary reductions pursuant to plans sponsored or maintained by the Company, and payroll taxes. Ordinarily it is not expected that an election to defer “all” salary will exceed sixty-five percent (65%) of the amount of salary actually payable.

(b) A Salary Deferral election is effective for the calendar year for which it is initially made and for subsequent calendar years until such election is revoked or revised in writing by the Participant in a timely manner and in compliance with the Administrator’s rules and procedures for such elections. As of the first day of a calendar year for which a Salary Deferral election is effective, the Participant’s Salary Deferral election for such calendar year shall be irrevocable except as provided in Section 4.8. A Participant’s Salary Deferrals will be credited to the Participant’s Account at the time such salary would otherwise have been paid to the Participant.

(c) Any revocation or revision shall be effective as of the first day of the calendar year immediately following the calendar year in which such notice was provided to the Administrator and shall remain in effect until a further timely election or revision is filed with the Administrator.

(d) The Company shall credit additional deferred compensation to the Salary Deferral subaccount of an employee Participant who is making pretax contributions to the Company 401(k) plan under the following circumstances and in the following amount. The Company shall, not less frequently than annually, make a matching contribution, in the same relative amount that it would make to such Participant’s 401(k) plan account, with respect to the Participant’s Salary Deferrals to this Plan. It is intended that such amounts be credited at the time that the corresponding matching contributions are made by the Company to the 401(k) plan. For any 401(k) plan year, however, the Participant’s aggregate Company matching contribution to the 401(k) plan and to this Plan shall not exceed the rate of Company matching applicable under the 401(k) plan multiplied by the maximum allowable pretax contribution permitted for the 401(k) plan year by Code Section 402(g) (exclusive of catch-up contributions permitted by Code Section 414(v)).

Section 4.2. Retainer Fee Deferrals .

(a) A nonemployee member of the Board may elect, prior to the first day of a calendar year, in a timely manner and in accordance with the Administrator’s rules and procedures, to have deferred under this Plan all or part of the Participant’s Retainer Fees to be paid in the immediately following calendar year, subject to the applicable Deferral minimum described in Section 4.9. A Retainer Fee Deferral election is effective for the calendar year for which it is initially made and for subsequent calendar years until such election is revoked or revised in writing by the Participant in a timely manner and in compliance with the Administrator’s rules and procedures for such elections. As of the first day of a calendar year for which a Retainer Fee Deferral election is effective, the Participant’s Retainer Fee Deferral election for such calendar year shall be irrevocable except as provided in Section 4.8. A Participant’s Retainer Fee Deferrals will be credited to the Participant’s Account at the time such amounts would otherwise have been paid to the Participant.

(b) Any revocation or revision shall be effective as of the first day of the calendar year immediately following the calendar year in which such notice was provided to the Administrator and shall remain in effect until a further timely election or revision is filed with the Administrator.

Section 4.3. Annual Bonus Deferrals .

(a) Subject to the exception noted in subsection (b), below, an employee Participant may elect, prior to the first day of the fiscal year of the Company for which an annual bonus award is made, in a timely manner and in accordance with the Administrator’s rules and procedures, to have deferred under this Plan all or a part of such annual bonus award, subject to the applicable Deferral minimum described in Section 4.9. A Participant’s election to defer an annual bonus award shall be effective for the fiscal year award for which it is initially made and for awards made for subsequent fiscal years until such election is revoked or revised in writing by the Participant in a timely manner and in compliance with the Administrator’s rules and procedures for such elections. As of the first day of a fiscal year for which an Annual Bonus Deferral election is effective, the Participant’s Annual Bonus Deferral election for such fiscal year shall be irrevocable except as provided in subsection (b) and in Section 4.8. A Participant’s Annual Bonus Deferrals will be credited to the Participant’s Account at the time such amounts would otherwise have been paid to the Participant.

(b) Notwithstanding the election timing requirements of subsection (a), if an annual bonus award is based on services performed over a period of at least twelve (12) months and is performance-based compensation, pursuant to Code Section 409A(a)(4)(B)(iii) and the guidance applicable to that Code Section, a Participant may make an Annual Bonus Deferral election at any time during the period that ends six (6) months before the end of the service period on which such performance-based compensation is determined. Such election is subject to all of the other provisions of this Section except that it becomes irrevocable on the day following the end of the extended election period described in the preceding sentence, except as provided in Section 4.8.

(c) Any revocation or revision shall be effective as of the first day of the fiscal year immediately following the fiscal year in which such notice was provided to the Administrator and shall remain in effect until a further timely election or revision is filed with the Administrator.

Section 4.4. Long-Term Incentive Deferrals .

(a) An employee Participant may elect, in a timely manner and in accordance with the Administrator’s rules and procedures, to have deferred under this Plan all or a part of a long-term incentive award, subject to the applicable Deferral minimum described in Section 4.9. A Participant’s election to defer a long-term incentive award shall be effective for the fiscal year award for which it is initially made and for awards made for subsequent fiscal years until such election is revoked or revised in writing by the Participant in a timely manner and in compliance with the Administrator’s rules and procedures for such elections. As of the first day of a fiscal year for which a Long-Term Incentive Deferral election is effective, the Participant’s Long-Term Incentive Deferral election for such fiscal year shall be irrevocable except as provided in Section 4.8.

(b) A Participant’s Long-Term Incentive Deferrals will be credited to the Participant’s Account at the time such amounts are awarded subject to deferral election. Any Share-based Long-Term Incentive Deferrals will be automatically credited as Share Units to the Participant’s Share Unit Account. Any Long-Term Incentive Deferrals shall be subject to the same risk of forfeiture as provided in the grant of the award subject to the Deferral election.

(c) Any revocation or revision shall then be effective as of the first day of the fiscal year immediately following the fiscal year in which such notice was provided to the Administrator and shall remain in effect until a further timely election or revision is filed with the Administrator.

Section 4.5. Nonemployee Director Long-Term Incentive Deferral .

(a) A nonemployee member of the Board may elect, in a timely manner and in accordance with the Administrator’s rules and procedures, to defer receipt of all or any portion of a long-term incentive award, subject to the applicable Deferral minimum described in Section 4.9. A Participant’s election to defer receipt of a long-term incentive award shall be effective for the award to which the election initially relates and to all subsequent long-term incentive awards until such election is revoked or revised in writing by the Participant in a timely manner and in compliance with the Administrator’s rules and procedures for such elections.

(b) A Participant’s Nonemployee Director Long-Term Incentive Deferrals will be automatically credited as Share Units to the Participant’s Share Unit Account under the Plan. The portion of the Participant’s Share Unit Account attributable to Nonemployee Director Long-Term Incentive Deferrals shall be subject to the same risk of forfeiture as the long-term incentive awards to which such Deferral election relates.

(c) A Participant may revoke or revise a Nonemployee Director Long-Term Incentive Deferral election by providing written notice to the Administrator, on such form or in such format as the Administrator may require for this purpose. Such revocation or revision shall then be effective as to any subsequent such award, provided the notice was provided to the Administrator on or before (i) the calendar year in which such subsequent award is granted, or (ii), if the award is subject to a risk of forfeiture, the thirtieth (30 ^th ) day after the date of the grant of such award, and shall remain in effect until a further timely election or revision is filed with the Administrator.

Section 4.6. Special Election Rules for New Participants . Notwithstanding the deferral election timing rules set out in Sections 4.1 through 4.5, above, if the Plan becomes initially effective for an eligible person, including newly-elected Board members, or if an employee is initially selected to be eligible to become a Participant as of a date that is not the first day of a calendar year, then such person may make deferral elections under the initial eligibility deferral election rule described in Treasury Regulation 1.409A-2(a)(6). Pursuant to such initial eligibility deferral election rules, such person is generally required to make and deliver his or her deferral elections for the balance of the year or other applicable period not later than thirty (30) days after the date the Plan becomes effective as to such person. The election may only apply to compensation such person earns for services performed subsequent to the date such person delivers the election to the Administrator.

Section 4.7. Deferral of Dividend Awards . A Participant shall be deemed to have elected to have all dividend awards or other distributions paid with respect to Share Units (as described in Section 7.1) credited to the Participant’s Share Unit Account. The portion of the Participant’s Share Unit Account attributable to such amounts shall be subject to the same risk of forfeiture as the restricted shares to which such amounts relate.

Section 4.8. Cancellation of Deferral Elections . If a Participant receives a distribution due to an Unforeseeable Emergency and requests cancellation of his or her deferral elections under Section 4.1, 4.2, 4.3, 4.4, or 4.5, or if the Administrator determines that such deferral elections must be cancelled in order for the Participant to receive a distribution due to an Unforeseeable Emergency, then the Participant’s deferral election(s) shall be cancelled. Likewise, if required for the Participant to receive a hardship distribution under any 401(k) plan maintained by the Company or an Affiliate, the Participant’s deferral election(s) shall be cancelled. A Participant whose deferral election(s) are cancelled pursuant to this Section 4.8 may make a new deferral election under Sections 4.1, 4.2, 4.3, 4.4, or 4.5, with respect to future salary, Retainer Fees, annual bonus awards, long-term incentive awards or nonemployee director long-term incentive awards, as applicable, unless otherwise prohibited by the Administrator.

Section 4.9. Administration of Deferral Elections . All deferral elections must be made in the form and manner and within such time periods as the Administrator prescribes in order to be effective. A Participant’s Salary Deferral election for a year shall reasonably be expected to equal or exceed ten percent (10%) of the applicable salary. A Participant’s other Deferral elections shall reasonably be expected to equal or exceed twenty-five percent (25%) of the applicable Retainer Fee, Annual Bonus, Long-Term Incentive, or Nonemployee Director Long-Term Incentive award.

ARTICLE 5.
HYPOTHETICAL INVESTMENT OPTIONS

Section 5.1. Investment Election . Amounts credited to a Participant’s Account shall reflect the investment experience of the Investment Options either selected by the Participant or required to be used by Sections 4.4, 4.5, and 4.6. The Participant may make an initial investment election at the time of enrollment in the Plan in whole increments of ten percent (10%), unless other incremental amounts are established by Administrator rules. A Participant may also elect to reallocate his or her Account, and may elect to allocate any future Deferrals, among the various Investment Options in permitted increments; provided that Share-based Long-Term Incentive Deferrals and Nonemployee Director Long-Term Incentive Deferrals are not eligible for re-allocation out of the Share Unit Account. Participants will be allowed to change investment elections in the manner and frequency determined by the Administrator, which shall be no less frequently than once each calendar year quarter. In the absence of an effective election, the Participant’s Account (to the extent the Plan does not require Deferrals to be allocated to the Share Unit Account) shall be deemed invested in the Fixed Income Investment Option. As of each Valuation Date, the Administrator (or its designee) shall credit the deemed investment experience with respect to the selected (or required) Investment Options to each Participant’s Account.

Section 5.2. Securities Law Restrictions . Notwithstanding anything to the contrary herein, all elections under Article 5 or 6 by a Participant who is subject to Section 16 of the Exchange Act are subject to review by the Administrator prior to implementation. In accordance with Section 9.2, the Administrator may restrict additional transactions, rescind transactions, or impose other rules and procedures, to the extent deemed desirable by the Administrator in order to comply with the Exchange Act, including, without limitation, application of the review and approval provisions of this Section 5.2 to Participants who are not subject to Section 16 of the Exchange Act.

Section 5.3. Accounts Are For Record Keeping Purposes Only . Plan Accounts and the record keeping procedures described herein serve solely as a device for determining the amount of benefits accumulated by a Participant under the Plan, and shall not constitute or imply an obligation on the part of the Company or any Affiliate to fund such benefits. In any event, the Company or an Affiliate may, in its discretion, set aside assets equal to part or all of such Account balances and invest such assets in Shares, life insurance or any other investment deemed appropriate. Any such assets, including Shares, shall be and remain the sole property of the Company or Affiliate that set aside such assets, and a Participant shall have no proprietary rights of any nature whatsoever with respect to such assets.

ARTICLE 6.
DISTRIBUTION OF ACCOUNTS

Section 6.1. Election of Form of Distribution .

(a) The two forms of distribution which may be elected under the Plan are a single lump sum payment or annual installments over from two (2) to ten (10) years. A combination of lump sum and annual installments is also permitted. In the absence of an applicable distribution election, distribution shall be made in a lump sum.

(b) At the time a Participant makes his or her initial Salary Deferral, Retainer Fee Deferral, Annual Bonus Deferral, or Long-Term Incentive Deferral (cash awards only) election, the Participant may elect the form of distribution that shall apply to the portion of the Participant’s Account that is attributable to his or her Salary Deferrals, Retainer Fee Deferrals, Annual Bonus Deferrals, and Long-Term Incentive Deferrals (cash awards only) under the Plan. The election of a form of distribution as to such sources of Deferrals may not subsequently be changed or revoked after the Participant’s initial Deferral election referred to above in this subsection has become irrevocable (other than for the exception in Section 4.8).

(c) At the time a Participant makes his or her initial Long-Term Incentive Deferral (Share-based awards only) or Nonemployee Director Long-Term Incentive Deferral election, the Participant may elect the form of distribution that shall apply to the portion of the Participant’s Account that is attributable to his or her Long-Term Incentive Deferrals (Share-based awards only) or Nonemployee Director Long-Term Incentive Deferrals under the Plan. The election of a form of distribution as to such sources of Deferrals may not subsequently be changed or revoked after the Participant’s initial Deferral election referred to above in this subsection (c) has become irrevocable (other than for the exception in Section 4.8).

(d) If a Participant has both Long-Term Incentive Deferrals (Share-based awards only) and Nonemployee Director Long-Term Incentive Deferrals, separate elections of a form of distribution shall be made for the portions of the Participant’s Account attributable to each type of Deferral.

Section 6.2. Distribution of Cash or Shares . Subject to Article 8, all distributions to Participants from Share Unit Accounts shall be made in Shares, except that cash may be distributed in lieu of fractional shares of Company stock, at the sole discretion of the Administrator. All distributions to Participants from Investment Accounts shall be in cash. All distributions from any source paid to a Beneficiary or alternate payee under a qualified domestic relations order may be paid in cash at the sole discretion of the Administrator. Any Share Unit Accounts maintained for a Beneficiary shall be deemed to be invested in the Fixed Income Investment Option effective on the Valuation Date coincident with or immediately following the date of death. The Participant’s Account shall be distributed based on the Participant’s elections of the form of distribution.

Section 6.3. Time of Distribution .

(a) Separation from Service . Upon a Participant’s Separation from Service for any reason, the amount accumulated in the Participant’s Account shall be distributed, or commence to be distributed, to the Participant, or his Beneficiary in the event of the Participant’s death as described in subsection (b) or (c), below.

(b) Lump Sum . Lump sum distributions will be made in January of the year following the year in which the Participant’s Separation from Service occurs to those Participants whose Separation from Service occurs during the period January 1 through June 30. Lump sum distributions will be made in July of the year following the year in which the Participant’s Separation from Service occurs to those Participants whose Separation from Service occurs during the period July 1 through December 31. The lump sum distribution shall be in an amount equal to the balance of the Participant’s Account as of the Valuation Date immediately preceding the distribution date.

(c) Installments . If distribution is to be made in annual installments, the first annual payment shall be made, for those Participants whose Separation from Service occurs during the period January 1 through June 30, in January of the year following the year in which the Participant’s Separation from Service occurs. For those Participants whose Separation from Service occurs during the period from July 1 through December 31 of a year, the first annual installment shall be made in July of the year following the year in which such Participant’s Separation from Service occurs. All subsequent installments shall be made in January of each year. The amount of each annual installment is determined by multiplying the balance of the Participant’s Account subject to installment payments as of the Valuation Date immediately preceding the distribution date by a fraction, the numerator of which is one (1) and the denominator of which is the number of installments remaining, including the current installment. Notwithstanding the foregoing provisions of this subsection, if the balance of a Participant’s Account at any time is less than fifty thousand dollars ($50,000) during the installment payout period, the remaining balance shall be paid in the form of a lump sum when the next installment payment is otherwise due to be paid.

(d) Delay in Payment . Notwithstanding the foregoing, a distribution may be delayed beyond the date it would have otherwise been paid under subsection (b) or (c) in the following circumstances:

(1) If the distribution would have jeopardized the ability of the Company to continue as a going concern, the distribution may be delayed until no later than the first taxable year of the Company in which the making of the payment would not have such effect.

(2) If the distribution will violate the terms of Section 16(b) of the Exchange Act or other Federal securities laws, or any other applicable law, then the distribution shall be delayed until the earliest date on which making the distribution will not violate such law.

(e) Earlier Distribution . Notwithstanding the foregoing, a distribution may be made prior to the date specified in the preceding subsections as follows:

(1) If an amount deferred under this Plan is required to be included in income under Code Section 409A prior to the date such amount is actually distributed, a Participant shall receive a distribution, in a lump sum as soon as practicable after the date the Plan fails to meet the requirements of Code Section 409A, of the amount required to be included in the Participant’s income as a result of such failure.

(2) If an amount deferred under this Plan is required to be distributed under a domestic relations order under Code Section 414(p)(1)(B), it may be distributed prior to the date specified in (a) above.

Section 6.4. Distribution of Remaining Account Following Participant's Death .

(a) Distribution upon Death . In the event of the Participant’s death before payments have commenced from the Participant’s Account, the balance of the Participant’s Account shall be paid to the Participant’s Beneficiary in the manner of distribution elected by the Participant, or if none, in a lump sum distribution. In the event of the Participant’s death, after installment payments have commenced but prior to receiving all payments due hereunder, the balance of the Participant’s Account shall be paid to the Participant’s Beneficiary after the Participant’s death at the same rate as payment was being made at the time of the Participant’s death, until the Account is fully paid out.

(b) Designation of Beneficiary . Each Participant may designate a Beneficiary in such form and manner and within such time periods as the Administrator may prescribe. A Participant can change the Participant’s beneficiary designation at any time, provided that each beneficiary designation shall revoke the most recent designation, and the last designation received by the Company (or its delegatee) while the Participant was alive shall be given effect. If a Participant designates a Beneficiary without providing in the designation that the Beneficiary must be living at the time of distribution, the designation shall vest in the Beneficiary the distribution payable after the Beneficiary’s death, and such distribution if not paid by the Beneficiary’s death shall be made to the Beneficiary’s estate. In the event there is no valid beneficiary designation in effect at the time of the Participant’s death, in the event the Participant’s designated Beneficiary does not survive the Participant, or in the event that the beneficiary designation provides that the Beneficiary must be living at the time of distribution and such designated Beneficiary does not survive to the distribution date, the Participant’s estate will be deemed the Beneficiary and will be entitled to receive payment. If a Participant designates the Participant’s spouse as a Beneficiary, such beneficiary designation automatically shall become null and void on the date the Administrator receives notice of the Participant’s divorce or legal separation.

Section 6.5. Distribution in Event of Unforeseeable Emergency . If requested by a Participant while in the employ of the Company or an Affiliate, and if the Administrator determines that an Unforeseeable Emergency has occurred, all or part of the Participant’s Account (other than any non-vested portion) may be paid out to the Participant in a cash lump sum. The amount to be distributed to the Participant shall only be such amount as is needed to alleviate the Participant’s Unforeseeable Emergency, including any Federal, state or local income taxes or penalties reasonably anticipated to result from the distribution, after taking into account the extent to which the emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets (to the extent such liquidation would not itself cause a severe financial hardship), or by cessation of deferrals under the Plan.

Section 6.6. Tax Withholding . The Company shall have the right to deduct from any deferral or payment made hereunder, or from any other amount due a Participant, the amount of cash and/or Fair Market Value of Shares sufficient to satisfy the Company’s or Affiliate’s foreign, federal, state or local income tax withholding obligations with respect to such deferral (or vesting thereof) or payment. In addition, if prior to the date of distribution of any amount hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due, the Participant’s Account balance shall be reduced by the amount needed to pay the Participant’s portion of such tax.

Section 6.7. Offset . The Company or Affiliate shall have the right to offset from any amount payable hereunder any amount that the Participant owes to the Company or any Affiliate without the consent of the Participant (or his Beneficiary, in the event of the Participant’s death).

ARTICLE 7.
RULES WITH RESPECT TO SHARE UNITS

Section 7.1. Valuation of Share Unit Account . When any amounts are to be allocated to a Share Unit Account (whether in the form of Deferrals or amounts that are deemed re-allocated from another Investment Option), such amount shall be converted to whole and fractional Share Units, with fractional units calculated to two (2) decimal places, by dividing the amount to be allocated by the Fair Market Value of a Share on the effective date of such allocation. If any dividends or other distributions are paid on Shares while a Participant has Share Units credited to the Participant’s Account, such Participant shall be credited with a dividend award equal to the amount of the cash dividend paid or Fair Market Value of other property distributed on one Share, multiplied by the number of Share Units credited to the Participant’s Share Unit Account on the dividend record date. The dividend award shall be converted into additional Share Units as provided above using the Fair Market Value of a Share on the dividend record date. Any other provision of this Plan to the contrary notwithstanding, if a dividend is paid on Shares in the form of a right or rights to purchase shares of capital stock of the Company or any entity acquiring the Company, no additional Share Units shall be credited to the Participant’s Share Unit Account with respect to such dividend, but each Share Unit credited to a Participant’s Share Unit Account at the time such dividend is paid, and each Share Unit thereafter credited to the Participant’s Share Unit Account at a time when such rights are attached to Shares, shall thereafter be valued as of any point in time on the basis of the aggregate of the then Fair Market Value of one Share plus the then Fair Market Value of such right or rights then attached to one Share.

Section 7.2. Transactions Affecting Common Stock . In the event of any merger, share exchange, reorganization, consolidation, recapitalization, stock dividend, stock split or other change in corporate structure of the Company affecting Shares, the Committee may make appropriate equitable adjustments with respect to the Share Units credited to the Share Unit Account of each Participant, including without limitation, adjusting the date as of which such units are valued, as the Committee determines is necessary or desirable to prevent the dilution or enlargement of the benefits intended to be provided under the Plan.

Section 7.3. No Shareholder Rights With Respect to Share Units . Participants shall have no rights as a stockholder pertaining to Share Units credited to their Accounts.

ARTICLE 8.
SPECIAL RULES APPLICABLE IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY

Section 8.1. Acceleration of Payment of Accounts . Notwithstanding any other provision of this Plan, within ten (10) days after a Change in Control (as defined in Section 8.2), each Participant, including Participants receiving installment payments under the Plan, shall be distributed a lump sum payment in cash of all nonforfeitable amounts accumulated in such Participant’s Account. Such payment shall be made as soon as practicable following the Change in Control.

In determining the amount accumulated in a Participant’s Share Unit Account, each Share Unit shall have a value equal to the higher of (a) the highest reported sales price, regular way, of a Share on the Composite Tape for New York Stock Exchange Listed Stocks (the “Composite Tape”) during the sixty-day period prior to the date of the Change in Control of the Company and (b) if the Change in Control of the Company is the result of a transaction or series of transactions, the highest price per Share of the Company paid in such transaction or series of transactions.

Section 8.2. Definition of a Change in Control . A Change in Control means a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation, within the meaning of Code Section 409A and Treasury Regulation 1.409A-3(a)(5), which is incorporated herein by this reference.

Section 8.3. Maximum Payment Limitation .

(a) Limit on Payments . Except as provided in subsection (b) below, if any portion of the payments or benefits described in this Plan or under any other agreement with or plan of the Company or a Affiliate (in the aggregate, “Total Payments”), would constitute an “excess parachute payment,” then the Total Payments to be made to the Participant shall be reduced such that the value of the aggregate Total Payments that the Participant is entitled to receive shall be one dollar ($1) less than the maximum amount which the Participant may receive without becoming subject to the tax imposed by Section 4999 of the Code or which the Company may pay without loss of deduction under Section 280G(a) of the Code; provided that this Section shall not apply in the case of a Participant who has in effect a valid employment contract providing that the Total Payments to the Participant shall be determined without regard to the maximum amount allowable under Section 280G of the Code. The terms “excess parachute payment” and “parachute payment” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein. Present value shall be calculated in accordance with Section 280G(d)(4) of the Code. Within forty (40) days following delivery of notice by the Company to the Participant of its belief that there is a payment or benefit due the Participant which will result in an excess parachute payment, the Participant and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel selected by the Company’s independent auditors and acceptable to the Participant in his sole discretion (which may be regular outside counsel to the Company), which opinion sets forth (1) the amount of the Base Period Income, (2) the amount and present value of Total Payments and (3) the amount and present value of any excess parachute payments determined without regard to the limitations of this Section. As used in this Section, the term “Base Period Income” means an amount equal to the Participant’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code. For purposes of such opinion, the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Participant. Such opinion shall be addressed to the Company and the Participant and shall be binding upon the Company and the Participant. If such opinion determines that there would be an excess parachute payment, the payments hereunder that are includible in Total Payments or any other payment or benefit determined by such counsel to be includible in Total Payments shall be reduced or eliminated as specified by the Participant in writing delivered to the Company within thirty days of his receipt of such opinion or, if the Participant fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculations set forth in such opinion there will be no excess parachute payment. If such legal counsel so requests in connection with the opinion required by this Section, the Participant and the Company shall obtain, at the Company’s expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Participant. If the provisions of Sections 280G and 4999 of the Code are repealed without succession, then this Section shall be of no further force or effect.

(b) Employment Contract Governs . The provisions of subsection (a) above shall not apply to a Participant whose employment is governed by an employment contract that provides for Total Payments in excess of the limitation described in subsection (a) above.

Section 8.4. Cessation of All Deferrals . All deferrals under the Plan shall cease upon the occurrence of a Change in Control. Amounts that would otherwise be deferred will, instead, be paid to Participants in accordance with their terms.

ARTICLE 9.
GENERAL PROVISIONS

Section 9.1. Administration .

(a) General . The Committee shall have overall authority with respect to administration of the Plan; provided that the Administrator shall have responsibility for the general operation and daily administration of the Plan as specified herein. If at any time the Committee shall not be in existence or not be composed of members of the Board who qualify as “nonemployee directors,” then all determinations affecting Participants who are subject to Section 16 of the Exchange Act shall be made by the full Board, and all determinations affecting other Participants shall be made by the Board or an officer of the Company or other committee appointed by the Board (with the assistance of the Administrator). The Committee or Administrator may, in its discretion, delegate any or all of its authority and responsibility; provided that the Committee shall not delegate authority and responsibility with respect to non-ministerial functions that relate to the participation by Participants who are subject to Section 16 of the Exchange Act at the time any such delegated authority or responsibility is exercised. To the extent of any such delegation, any references herein to the Committee or Administrator, as applicable, shall be deemed references to such delegatee. Interpretation of the Plan shall be within the sole discretion of the Committee or the Administrator with respect to their respective duties hereunder. If any delegatee of the Committee or the Administrator shall also be a Participant or Beneficiary, any determinations affecting the delegatee’s participation in the Plan shall be made by the Committee or Administrator, as applicable.

(b) Authority and Responsibility . In addition to the authority specifically provided herein, the Committee and Administrator shall have the discretionary authority to take any action or make any determination it deems necessary for the proper administration of its respective duties under the Plan, including but not limited to: (1) prescribe rules and regulations for the administration of the Plan; (2) prescribe forms for use with respect to the Plan; (3) interpret and apply all of the Plan’s provisions, reconcile inconsistencies or supply omissions in the Plan’s terms; (4) make appropriate determinations, including factual determinations, and calculations; and (5) prepare all reports required by law. Any action taken by the Committee shall be controlling over any contrary action of the Administrator. The Committee or Administrator may delegate its ministerial duties to a third party and to the extent such delegation, references to the Committee or Administrator herein shall mean such delegatee.

(c) Decisions Binding . The Committee’s and Administrator’s determination shall be final and binding on all parties with an interest hereunder, unless determined to be arbitrary and capricious.

(d) Procedures of the Committee . The Committee’s determinations must be made by not less than a majority of its members present at the meeting (in person or otherwise) at which a quorum is present, or by written consent, which sets forth the action, is signed by each member of the Committee and filed with the minutes for proceedings of the Committee. A majority of the entire Committee shall constitute a quorum for the transaction of business. The Administrator’s determinations shall be made in accordance with such procedures it establishes.

(e) Indemnification . Service on the Committee or as an Administrator shall constitute service as a director or officer of the Company so that the Committee and Administrator members shall be entitled to indemnification, limitation of liability and reimbursement of expenses with respect to their Committee or Administrator services to the same extent that they are entitled under the Company’s By-laws and Wisconsin law for their services as directors or officers of the Company.

Section 9.2. Restrictions to Comply with Applicable Law . Notwithstanding any other provision of the Plan, the Company shall have no liability to make any payment unless such payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity. In addition, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act. The Committee and Administrator shall administer the Plan so that transactions under the Plan will be exempt from or comply with Section 16 of the Exchange Act, and shall have the right to restrict or rescind any transaction, or impose other rules and requirements, to the extent it deems necessary or desirable for such exemption or compliance to be met.

Section 9.3. Claims Procedures .

(a) Initial Claim . If a Participant or Beneficiary (the “claimant”) believes that the claimant is entitled to a benefit under the Plan that is not provided, the claimant or his legal representative shall file a written claim for such benefit with the Committee. The Committee shall review the claim within ninety (90) days following the date of receipt of the claim; provided that the Committee may determine that an additional 90-day extension is necessary due to circumstances beyond the Committee’s control, in which event the Committee shall notify the claimant prior to the end of the initial period that an extension is needed, the reason therefor and the date by which the Committee expects to render a decision. If the claimant’s claim is denied in whole or part, the Committee shall provide written notice to the claimant of such denial. The written notice shall include: the specific reason(s) for the denial; reference to specific Plan provisions upon which the denial is based; a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of which such material or information is necessary; and a description of the Plan’s review procedures (as set forth in subsection (b)) and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse determination upon review.

(b) Request for Appeal . The claimant has the right to appeal the Committee’s decision by filing a written appeal to the Committee within sixty (60) days after claimant’s receipt of the decision or deemed denial. The claimant will have the opportunity, upon request and free of charge, to have reasonable access to and copies of all documents, records and other information relevant to the claimant’s appeal. The claimant may submit written comments, documents, records and other information relating to his claim with the appeal. The Committee will review all comments, documents, records and other information submitted by the claimant relating to the claim, regardless of whether such information was submitted or considered in the initial claim determination. The Committee shall make a determination on the appeal within sixty (60) days after receiving the claimant’s written appeal; provided that the Committee may determine that an additional 60-day extension is necessary due to circumstances beyond the Committee’s control, in which event the Committee shall notify the claimant prior to the end of the initial period that an extension is needed, the reason therefor and the date by which the Committee expects to render a decision. If the claimant’s appeal is denied in whole or part, the Committee shall provide written notice to the claimant of such denial. The written notice shall include: the specific reason(s) for the denial; reference to specific Plan provisions upon which the denial is based; a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claimant’s claim; and a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA. If the claimant does not receive a written decision within the time period(s) described above, the appeal shall be deemed denied on the last day of such period(s).

Section 9.4. Participant Rights Unsecured .

(a) Unsecured Claim . The right of a Participant or his Beneficiary to receive a distribution hereunder shall be an unsecured claim, 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 an Affiliate. The right of a Participant or Beneficiary to the payment of benefits under this Plan shall not be assigned, encumbered, or transferred, except as otherwise required by law. The rights of a Participant hereunder are exercisable during the Participant’s lifetime only by the Participant or his guardian or legal representative.

(b) Contractual Obligation . The Company or an Affiliate may authorize the creation of a trust or other arrangement to assist it in meeting the obligations created under the Plan. However, 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 an Affiliate shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company or any Affiliate. 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 an Affiliate and any Participant or Beneficiary, or any other person.

Section 9.5. Amendment or Termination of Plan .

(a) Amendment . The Committee may at any time amend the Plan, including but not limited to modifying the terms and conditions applicable to (or otherwise eliminating) Deferrals to be made on or after the amendment date; provided, however, that no amendment may reduce or eliminate any Account balance accrued to the date of such amendment (except as such Account balance may be reduced as a result of investment losses allocable to such Account) without a Participant’s consent except as otherwise specifically provided herein. In addition, the Administrator may at any time amend the Plan to make administrative changes and changes necessary to comply with applicable law.

(b) Termination . The Board may terminate the Plan in accordance with Treasury Regulations 1.409A-3(i). Upon termination of the Plan, any deferral elections then in effect shall be cancelled, as provided in such rules.

Section 9.6. Administrative Expenses . Costs of establishing and administering the Plan will be paid by the Company and participating subsidiaries.

Section 9.7. Successors and Assigns . This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns and the Participants and their heirs, executors, administrators, and legal representatives.

Section 9.8. Governing Law; Limitation on Actions; Dispute Resolution .

(a) Governing Law . This Plan is intended to be a plan of deferred compensation maintained for a select group of management or highly compensated employees as that term is used in ERISA, and shall be interpreted so as to comply with the applicable requirements thereof. In all other respects, the Plan is to be construed and its validity determined according to the laws of the State of Wisconsin (without reference to conflict of law principles thereof) to the extent such laws are not preempted by federal law.

(b) Limitation on Actions . Any action or other legal proceeding with respect to the Plan may be brought only after the claims and appeals procedures of Section 9.3 are exhausted and only within period ending on the earlier of (1) one year after the date claimant receives notice or deemed notice of a denial upon appeal under Section 9.3(b), or (2) the expiration of the applicable statute of limitations period under applicable federal law. Any action or other legal proceeding not adjudicated under ERISA must be arbitrated in accordance with the provisions of subsection (c).

(1) Application . Notwithstanding any employee agreement in effect between a Participant and the Company or any Affiliate, if a Participant or Beneficiary brings a claim that relates to benefits under this Plan that is not covered under ERISA, and regardless of the basis of the claim (including but not limited to, actions under Title VII, wrongful discharge, breach of employment agreement, etc.), such claim shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(2) Initiation of Action . Arbitration must be initiated by serving or mailing a written notice of the complaint to the other party. Normally, such written notice should be provided the other party within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint. However, this time frame may be extended if the applicable statute of limitation provides for a longer period of time. If the complaint is not properly submitted within the appropriate time frame, all rights and claims that the complaining party has or may have against the other party shall be waived and void. Any notice sent to the Company shall be delivered to:

Office of General Counsel
Oshkosh Corporation
2307 Oregon Street
P.O. Box 2566
Oshkosh, WI 54903-2566

The notice must identify and describe the nature of all complaints asserted and the facts upon which such complaints are based. Notice will be deemed given according to the date of any postmark or the date of time of any personal delivery.

(3) Compliance with Personnel Policies . Before proceeding to arbitration on a complaint, the Participant or Beneficiary must initiate and participate in any complaint resolution procedure identified in the Company’s or Affiliate’s personnel policies. If the claimant has not initiated the complaint resolution procedure before initiating arbitration on a complaint, the initiation of the arbitration shall be deemed to begin the complaint resolution procedure. No arbitration hearing shall be held on a complaint until any applicable complaint resolution procedure has been completed.

(4) Rules of Arbitration . All arbitration will be conducted by a single arbitrator according to the Employment Dispute Arbitration Rules of the AAA. The arbitrator will have authority to award any remedy or relief that a court of competent jurisdiction could order or grant including, without limitation, specific performance of any obligation created under policy, the awarding of punitive damages, the issuance of any injunction, costs and attorney’s fees to the extent permitted by law, or the imposition of sanctions for abuse of the arbitration process. The arbitrator’s award must be rendered in a writing that sets forth the essential findings and conclusions on which the arbitrator’s award is based.

(5) Representation and Costs . Each party may be represented in the arbitration by an attorney or other representative selected by the party. The Company or Affiliate shall be responsible for its own costs, the AAA filing fee and all other fees, costs and expenses of the arbitrator and AAA for administering the arbitration. The claimant shall be responsible for his attorney’s or representative’s fees, if any. However, if any party prevails on a statutory claim which allows the prevailing party costs and/or attorneys’ fees, the arbitrator may award costs and reasonable attorneys’ fees as provided by such statute.

(6) Discovery; Location; Rules of Evidence . Discovery will be allowed to the same extent afforded under the Federal Rules of Civil Procedure. Arbitration will be held at a location selected by the Company. AAA rules notwithstanding, the admissibility of evidence offered at the arbitration shall be determined by the arbitrator who shall be the judge of its materiality and relevance. Legal rules of evidence will not be controlling, and the standard for admissibility of evidence will generally be whether it is the type of information that responsible people rely upon in making important decisions.

(7) Confidentiality . The existence, content or results of any arbitration may not be disclosed by a party or arbitrator without the prior written consent of both parties. Witnesses who are not a party to the arbitration shall be excluded from the hearing except to testify.


	OSHKOSH CORPORATION
	By:_____________________________
	Its:_____________________________

Appendix 1

See Predecessor Plan

Appendix 2

Regulations Incorporated by Reference

Treasury Regulation 1.409A-1(h)

(h) Separation from service —

(1) Employees—In general . An employee separates from service with the employer if the employee dies, retires, or otherwise has a termination of employment with the employer. However, for purposes of this paragraph (h)(1), the employment relationship is treated as continuing intact while the individual is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment with the service recipient under an applicable statute or by contract. For purposes of this paragraph (h)(1), a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the employee will return to perform services for the employer. If the period of leave exceeds six months and the individual does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence may be substituted for such six-month period.

(ii) Termination of employment . Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the employer and employee reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the employer if the employee has been providing services to the employer less than 36 months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the employee continues to be treated as an employee for other purposes (such as continuation of salary and participation in employee benefit programs), whether similarly situated service providers have been treated consistently, and whether the employee is permitted, and realistically available, to perform services for other service recipients in the same line of business. An employee is presumed to have separated from service where the level of bona fide services performed decreases to a level equal to 20 percent or less of the average level of services performed by the employee during the immediately preceding 36-month period. An employee will be presumed not to have separated from service where the level of bona fide services performed continues at a level that is 50 percent or more of the average level of service performed by the employee during the immediately preceding 36-month period. No presumption applies to a decrease in the level of bona fide services performed to a level that is more than 20 percent and less than 50 percent of the average level of bona fide services performed during the immediately preceding 36-month period. The presumption is rebuttable by demonstrating that the employer and the employee reasonably anticipated that as of a certain date the level of bona fide services would be reduced permanently to a level less than or equal to 20 percent of the average level of bona fide services provided during the immediately preceding 36-month period or full period of services provided to the employer if the employee has been providing services to the service recipient for a period of less than 36 months (or that the level of bona fide services would not be so reduced). For example, an employee may demonstrate that the employer and employee reasonably anticipated that the employee would cease providing services, but that, after the original cessation of services, business circumstances such as termination of the employee’s replacement caused the employee to return to employment. Although the employee’s return to employment may cause the employee to be presumed to have continued in employment because the employee is providing services at a rate equal to the rate at which the employee was providing services before the termination of employment, the facts and circumstances in this case would demonstrate that at the time the employee originally ceased to provide services, the employee and the service recipient reasonably anticipated that the employee would not provide services in the future. Notwithstanding the foregoing provisions of this paragraph (h)(1)(ii), a plan may treat another level of reasonably anticipated permanent reduction in the level of bona fide services as a separation from service, provided that the level of reduction required must be designated in writing as a specific percentage, and the reasonably anticipated reduced level of bona fide services must be greater than 20 percent but less than 50 percent of the average level of bona fide services provided in the immediately preceding 36 months. The plan must specify the definition of separation from service on or before the date on which a separation from service is designated as a time of payment of the applicable amount deferred, and once designated, any change to the definition of separation from service with respect to such amount deferred will be subject to the rules regarding subsequent deferrals and the acceleration of payments. For purposes of this paragraph (h)(1)(ii), for periods during which an employee is on a paid bona fide leave of absence (as defined in paragraph (h)(1)(i) of this section) and has not otherwise terminated employment pursuant to paragraph (h)(1)(i) of this section, the employee is treated as providing bona fide services at a level equal to the level of services that the employee would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which an employee is on an unpaid bona fide leave of absence (as defined in paragraph (h)(1)(i) of this section) and has not otherwise terminated employment pursuant to paragraph (h)(1)(i) of this section, are disregarded for purposes of this paragraph (h)(1)(ii) (including for purposes of determining the applicable 36-month (or shorter) period).

(2) Independent contractors —

(i) In general . An independent contractor is considered to have a separation from service with the service recipient upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for the service recipient if the expiration constitutes a good-faith and complete termination of the contractual relationship. An expiration does not constitute a good faith and complete termination of the contractual relationship if the service recipient anticipates a renewal of a contractual relationship or the independent contractor becoming an employee. For this purpose, a service recipient is considered to anticipate the renewal of the contractual relationship with an independent contractor if it intends to contract again for the services provided under the expired contract, and neither the service recipient nor the independent contractor has eliminated the independent contractor as a possible provider of services under any such new contract. Further, a service recipient is considered to intend to contract again for the services provided under an expired contract if the service recipient’s doing so is conditioned only upon incurring a need for the services, the availability of funds, or both.

(ii) Special rule . Notwithstanding paragraph (h)(2)(i) of this section, a plan is considered to satisfy the requirement described in §1.409A-3(a)(1) with respect to an amount payable upon a separation from service if, with respect to amounts payable to a service provider who is an independent contractor, the plan provides that —

(A) No amount will be paid to the service provider before a date at least 12 months after the day on which the contract expires under which the service provider performs services for the service recipient (or, in the case of more than one contract, all such contracts expire); and

(B) No amount payable to the service provider on that date will be paid to the service provider if, after the expiration of the contract (or contracts) and before that date, the service provider performs services for the service recipient as an independent contractor or an employee.

(3) Definition of service recipient and employer . For purposes of this paragraph (h), the term service recipient or employer means the service recipient as defined in paragraph (g) of this section, provided that in applying section 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under section 414(b), the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in section 1563(a)(1), (2), and (3), and in applying §1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of section 414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears in §1.414(c)-2. A plan may provide with respect to a deferral of compensation under the plan that in applying sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under section 414(b), another defined percentage greater than 50 percent, but not greater than 80 percent, is used instead of “at least 80 percent” at each place it appears in sections 1563(a)(1), (2), and (3), and in applying §1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of section 414(c), another defined percentage greater than 50 percent, but not greater than 80 percent, is used instead of “at least 80 percent” at each place it appears in §1.414(c)-2. In addition, where the use of such definition of service recipient for purposes of determining a separation from service is based upon legitimate business criteria, the plan may provide that for purposes of a deferral of compensation under the plan that in applying sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under section 414(b), the language “at least 20 percent” or another defined percentage not less than 20 percent but not greater than 50 percent is used instead of “at least 80 percent” at each place it appears in sections 1563(a)(1), (2), and (3), and in applying §1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of section 414(c), the language “at least 20 percent” or another defined percentage not less than 20 percent but not greater than 50 percent is used instead of “at least 80 percent” at each place it appears in §1.414(c)-2. Where a definition of service recipient or employer other than the definition provided in the first sentence of this paragraph (h)(3) (the 50 percent standard) is used, the plan must designate in writing the alternate definition no later than the last date at which the time and form of payment of the applicable amount deferred must be elected in accordance with §1.409A-2(a), and any change in the definition for such amounts deferred will constitute a change in the time and form of payment subject to the rules governing subsequent deferral elections under §1.409A-2(b) and the acceleration of payments under §1.409A-3(j).

(4) Asset purchase transactions . Where as part of a sale or other disposition of assets by one service recipient (seller) to an unrelated service recipient (buyer), a service provider of the seller would otherwise experience a separation from service with the seller, the seller and the buyer may retain the discretion to specify, and may specify, whether a service provider providing services to the seller immediately before the asset purchase transaction and providing services to the buyer after and in connection with the asset purchase transaction has experienced a separation from service for purposes of this paragraph (h), provided that the asset purchase transaction results from bona fide, arm’s length negotiations, all service providers providing services to the seller immediately before the asset purchase transaction and providing services to the buyer after and in connection with the asset purchase transaction are treated consistently (regardless of position at the seller) for purposes of applying the provisions of any nonqualified deferred compensation plan, and such treatment is specified in writing no later than the closing date of the asset purchase transaction. For purposes of this paragraph (h)(4), references to a sale or other disposition of assets, or an asset purchase transaction, refer only to a transfer of substantial assets, such as a plant or division or substantially all the assets of a trade or business. For purposes of this paragraph (h)(4), whether a service recipient is related to another service recipient is determined under the rules provided in paragraph (f)(2)(ii) of this section.

(5) Dual status . If a service provider provides services both as an employee of a service recipient and as an independent contractor of a service recipient, the service provider must separate from service both as an employee and as an independent contractor to be treated as having separated from service. If a service provider ceases providing services as an independent contractor and begins providing services as an employee, or ceases providing services as an employee and begins providing services as an independent contractor, the service provider will not be considered to have a separation from service until the service provider has ceased providing services in both capacities. Notwithstanding the foregoing, if a service provider provides services both as an employee of a service recipient and a member of the board of directors of a corporate service recipient (or an analogous position with respect to a non-corporate service recipient), the services provided as a director are not taken into account in determining whether the service provider has a separation from service as an employee for purposes of a nonqualified deferred compensation plan in which the service provider participates as an employee that is not aggregated with any plan in which the service provider participates as a director under paragraph (c)(2)(ii) of this section. In addition, if a service provider provides services both as an employee of a service recipient and a member of the board of directors of a corporate service recipient (or an analogous position with respect to a non-corporate service recipient), the services provided as an employee are not taken into account in determining whether the service provider has a separation from service as a director for purposes of a nonqualified deferred compensation plan in which the service provider participates as a director that is not aggregated with any plan in which the service provider participates as an employee under paragraph (c)(2)(ii) of this section.

(6) Collectively bargained plans covering multiple employers . Notwithstanding the foregoing provisions of this paragraph (h), to the extent a plan is established pursuant to a bona fide collective bargaining agreement covering services performed by employees for multiple employers, such plan may define a separation from service in a reasonable manner that treats the employee as not having separated from service during periods in which the employee is not providing services but is available to perform services covered by the collective bargaining agreement for one or more employers, provided that the definition also provides that the employee must be deemed to have separated from service at a specified date not later than the end of any period of at least 12 consecutive months during which the employee has not provided any services covered by the collective bargaining agreement to any participating employer. This paragraph (h)(6) applies only if the definition of separation from service provided by the collective bargaining agreement was the subject of arm’s length negotiations between employee representatives and two or more employers, the agreement between employee representatives and such employers satisfies section 7701(a)(46), and the circumstances surrounding the agreement evidence good faith bargaining between adverse parties over such definition.

Treasury Regulation 1.409A-3(a)(5)

(5) Change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation—

(i) In general . Pursuant to section 409A(a)(2)(A)(v), a plan may permit a payment upon the occurrence of a change in the ownership of the corporation (as defined in paragraph (i)(5)(v) of this section), a change in effective control of the corporation (as defined in paragraph (i)(5)(vi) of this section), or a change in the ownership of a substantial portion of the assets of the corporation (as defined in paragraph (i)(5)(vii) of this section) (collectively referred to as a change in control event). To qualify as a change in control event, the occurrence of the event must be objectively determinable and any requirement that any other person or group, such as a plan administrator or compensation committee, certify the occurrence of a change in control event must be strictly ministerial and not involve any discretionary authority. The plan may provide for a payment on a particular type or types of change in control events, and need not provide for a payment on all such events, provided that each event upon which a payment is provided qualifies as a change in control event. For rules regarding the ability of the service recipient to terminate the plan and pay amounts of deferred compensation upon a change in control event, see paragraph (j)(4)(ix)(B) of this section.

(ii) Identification of relevant corporation —(A) In general . To constitute a change in control event with respect to the service provider, the change in control event must relate to —

( 1 ) The corporation for whom the service provider is performing services at the time of the change in control event;

( 2 ) The corporation that is liable for the payment of the deferred compensation (or all corporations liable for the payment if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of service by the service provider for such corporation (or corporations) or there is a bona fide business purpose for such corporation or corporations to be liable for such payment and, in either case, no significant purpose of making such corporation or corporations liable for such payment is the avoidance of Federal income tax; or

( 3 ) A corporation that is a majority shareholder of a corporation identified in paragraph (i)(5)(ii)(A)( 1 ) or ( 2 ) of this section, or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in paragraph (i)(5)(ii)(A)( 1 ) or ( 2 ) of this section.

(B) Majority shareholder . For purposes of this paragraph (i)(5)(ii), a majority shareholder is a shareholder owning more than 50 percent of the total fair market value and total voting power of such corporation.

Example . Corporation A is a majority shareholder of Corporation B, which is a majority shareholder of Corporation C. A change in ownership of Corporation B constitutes a change in control event to service providers performing services for Corporation B or Corporation C, and to service providers for which Corporation B or Corporation C is solely liable for payments under the plan (for example, former employees), but is not a change in control event as to Corporation A or any other corporation of which Corporation A is a majority shareholder unless the sale constitutes a change in the ownership of a substantial portion of Corporation A’s assets (see paragraph (i)(5)(vii) of this section).

(iii) Attribution of stock ownership . For purposes of paragraph (i)(5) of this section, section 318(a) applies to determine stock ownership. Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable for stock that is not substantially vested (as defined by §1.83-3(b) and (j)), the stock underlying the option is not treated as owned by the individual who holds the option.

(iv) Special rules for certain delayed payments pursuant to a change in control event —(A) Certain transaction-based compensation . Payments of compensation related to a change in control event described in paragraph (i)(5)(v) of this section (change in the ownership of a corporation) or paragraph (i)(5)(vii) of this section (change in the ownership of a substantial portion of a corporation’s assets), that occur because a service recipient purchases its stock held by the service provider or because the service recipient or a third party purchases a stock right held by a service provider, or that are calculated by reference to the value of stock of the service recipient (collectively, transaction-based compensation), may be treated as paid at a designated date or pursuant to a payment schedule that complies with the requirements of section 409A if the transaction-based compensation is paid on the same schedule and under the same terms and conditions as apply to payments to shareholders generally with respect to stock of the service recipient pursuant to a change in control event described in paragraph (i)(5)(v) of this section (change in the ownership of a corporation) or as apply to payments to the service recipient pursuant to a change in control event described in paragraph (i)(5)(vii) of this section (change in the ownership of a substantial portion of a corporation’s assets), and to the extent that the transaction-based compensation is paid not later than five years after the change in control event, the payment of such compensation will not violate the initial or subsequent deferral election rules set out in §1.409A-2(a) and (b) solely as a result of such transaction-based compensation being paid pursuant to such schedule and terms and conditions. If before and in connection with a change in control event described in paragraph (i)(5)(v) or (i)(5)(vii) of this section, transaction-based compensation that would otherwise be payable as a result of such event is made subject to a condition on payment that constitutes a substantial risk of forfeiture (as defined in §1.409A-1(d), without regard to the provisions of that section under which additions or extensions of forfeiture conditions are disregarded) and the transaction-based compensation is payable under the same terms and conditions as apply to payments made to shareholders generally with respect to stock of the service recipient pursuant to a change in control event described in paragraph (i)(5)(v) of this section or to payments to the service recipient pursuant to a change in control event described in paragraph (i)(5)(vii) of this section, for purposes of determining whether such transaction-based compensation is a short-term deferral the requirements of §1.409A-1(b)(4) are applied as if the legally binding right to such transaction-based compensation arose on the date that it became subject to such substantial risk of forfeiture.

(B) Certain nonvested compensation . Notwithstanding the provisions of §1.409A-1(d) (definition of a substantial risk of forfeiture) that disregard the extension or modification of a condition for purposes of determining whether a condition on payment constitutes a substantial risk of forfeiture, a condition that is a substantial risk of forfeiture that otherwise would lapse as a result of a change in control event described in paragraph (i)(5)(v) or (i)(5)(vii) of this section may be extended or modified before and in connection with such event to provide for a condition on payment that will not lapse as a result of such change in control event, and such extended or modified condition will be treated as continuing to subject the amount to a substantial risk of forfeiture, provided that the transaction constituting the change in control event is a bona fide arm’s length transaction between the service recipient or its shareholders and one or more parties who are unrelated to the service recipient and service provider (applying the rules of §1.409A-1(f)(2)(ii)) and the modified or extended condition to which the payment is subject would otherwise be treated as a substantial risk of forfeiture under §1.409A-1(d) (without regard to the provisions disregarding additions or extensions of forfeiture conditions). In such a case, the continued application of a fixed schedule of payments based upon the lapse of the substantial risk of forfeiture, so that payments commence upon the lapse of the modified or extended condition on payment, will not be treated as a change in the fixed schedule of payments for purposes of §1.409A-2(b) (subsequent deferral elections) or paragraph (j) of this section (prohibition on the acceleration of payments).

(v) Change in the ownership of a corporation —(A) In general . Except as provided in paragraph (i)(5)(vi)(C) of this section, a change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group (as defined in paragraph (i)(5)(v)(B) of this section), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. A nonqualified deferred compensation plan may provide that amounts payable upon a change in the ownership of a corporation will be paid only if the conditions in the preceding sentence are satisfied but substituting a percentage specified in the plan that is higher than 50 percent for the words “50 percent” in the preceding sentence, but only if the provision is set forth in the plan no later than the date by which the time and form of payment must be established under §1.409A-2. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation (or such higher percentage specified in accordance with the preceding sentence), the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation (within the meaning of paragraph (i)(5)(vi) of this section)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This section applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction (see paragraph (i)(5)(vii) of this section for rules regarding the transfer of assets of a corporation). See §1.280G-1, Q&A-27(d), Example 1 , Example 2 , Example 5 , and Example 6 .

(B) Persons acting as a group . For purposes of paragraph (i)(5)(v)(A) of this section, persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. See §1.280G-1, Q&A-27(d), Example 3 and Example 4 .

(vi) Change in the effective control of a corporation —(A) In general . Notwithstanding that a corporation has not undergone a change in ownership under paragraph (i)(5)(v) of this section, a change in the effective control of the corporation occurs only on either of the following dates:

( 1 ) The date any one person, or more than one person acting as a group (as determined under paragraph (i)(5)(v)(B) of this section), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30 percent or more of the total voting power of the stock of such corporation. A nonqualified deferred compensation plan may provide that amounts payable upon an effective change in control of a corporation will be paid only if the conditions in the preceding sentence are satisfied but substituting a percentage specified in the plan that is higher than 30 percent for the word “30 percent” in the preceding sentence, but only if the percentage is set forth in the plan no later than the date by which the time and form of payment must be established under §1.409A-2).

( 2 ) The date a majority of members of the corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s board of directors before the date of the appointment or election, provided that for purposes of this paragraph (i)(5)(vi)(A) the term corporation refers solely to the relevant corporation identified in paragraph (i)(5)(ii) of this section for which no other corporation is a majority shareholder for purposes of that paragraph. For example, if Corporation A is a publicly held corporation with no majority shareholder, and Corporation A is the majority shareholder of Corporation B, which is the majority shareholder of Corporation C, the term corporation for purposes of this paragraph (i)(5)(vi)(A)( 2 ) would refer solely to Corporation A. A nonqualified deferred compensation plan may provide that amounts payable upon a change in the effective control of a corporation will be paid only if the conditions in the first sentence of this paragraph are satisfied substituting a portion of the members of the corporation’s board of directors that is higher than the words “a majority of the members of the corporation’s board of directors” in the first sentence of this paragraph, but only if the higher portion is set forth in the plan no later than the date by which the time and form of payment must be established under §1.409A-2(a)).

(B) Multiple change in control events . A change in effective control may occur in a transaction in which one of the two corporations involved in the transaction has a change in control event under paragraph (i)(5)(v) or (i)(5)(vii) of this section. Thus, for example, assume Corporation P transfers more than 40 percent of the total gross fair market value of its assets to Corporation O in exchange for 35 percent of O’s stock. P has undergone a change in ownership of a substantial portion of its assets under paragraph (i)(5)(vii) of this section and O has a change in effective control under this paragraph (i)(5)(vi).

(C) Acquisition of additional control . If any one person, or more than one person acting as a group, is considered to effectively control a corporation (within the meaning of this paragraph (i)(5)(vi)), the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation (or to cause a change in the ownership of the corporation within the meaning of paragraph (i)(5)(v) of this section).

(D) Persons acting as a group . Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. See §1.280G-1, Q&A-27(d), Example 4 .

(vii) Change in the ownership of a substantial portion of a corporation’s assets —(A) In general . A change in the ownership of a substantial portion of a corporation’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in paragraph (i)(5)(v)(B) of this section), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the corporation immediately before such acquisition or acquisitions (or such higher amount specified by the plan no later than the date by which the time and form of payment must be established under §1.409A-2). For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(B) Transfers to a related person —( 1 ) There is no change in control event under this paragraph (i)(5)(vii) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer, as provided in this paragraph (i)(5)(vii)(B). A transfer of assets by a corporation is not treated as a change in the ownership of such assets if the assets are transferred to —

( i ) A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock;

( ii ) An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the corporation;

( iii ) A person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the corporation; or

( iv ) An entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (i)(5)(vii)(B)( 1 )( iii ) of this section.

( 2 ) For purposes of this paragraph (i)(5)(vii)(B) and except as otherwise provided in this paragraph (i), a person’s status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but that is a majority-owned subsidiary of the transferor corporation after the transaction is not treated as a change in the ownership of the assets of the transferor corporation.

(C) Persons acting as a group . Persons will not be considered to be acting as a group solely because they purchase assets of the same corporation at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the corporation. If a person, including an entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. See §1.280G-1, Q&A-27(d), Example 4 .

(6) Certain back-to-back arrangements —

(i) In general . This paragraph (i)(6) applies where a service provider is providing services to a service recipient (the intermediate service recipient), who in turn is providing services to another service recipient (the ultimate service recipient), the services provided by the service provider to the intermediate service recipient are closely related to the services provided by the intermediate service recipient to the ultimate service recipient, there is a nonqualified deferred compensation plan providing for payments by the ultimate service recipient to the intermediate service recipient (the ultimate service recipient plan), there is a nonqualified deferred compensation plan or other agreement, method, program, or other arrangement providing for payments of compensation by the intermediate service recipient to the service provider (the intermediate service recipient plan), and the intermediate service recipient plan provides for a payment upon the occurrence of an event described in paragraph (a)(1), (2), (3), (5), or (6) of this section. In such a case, notwithstanding the generally applicable limits on payments in paragraph (a) of this section, the ultimate service recipient plan may provide for a payment to the intermediate service recipient upon the occurrence of a payment event under the intermediate service recipient plan described in paragraph (a)(1), (2), (3), (5), or (6) of this section if the time and form of payment is defined as the same time and form of payment provided under the intermediate service recipient plan, the amount of the payment under the ultimate service recipient plan does not exceed the amount of the payment under the intermediate service recipient plan, and the ultimate service recipient plan and the intermediate service recipient plan otherwise satisfy the requirements of section 409A (regardless of whether such plan is subject to section 409A).

Treasury Regulation 1.409A-3(i)

(ix) Plan terminations and liquidations . A plan may provide for the acceleration of the time and form of a payment, or a payment under such plan may be made, where the acceleration of the payment is made pursuant to a termination and liquidation of the plan in accordance with one of the following:

(A) The service recipient’s termination and liquidation of the plan within 12 months of a corporate dissolution taxed under section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the plan are included in the participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received).

( 1 ) The calendar year in which the plan termination and liquidation occurs.

( 2 ) The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture.

( 3 ) The first calendar year in which the payment is administratively practicable.

(B) The service recipient’s termination and liquidation of the plan pursuant to irrevocable action taken by the service recipient within the 30 days preceding or the 12 months following a change in control event (as defined in paragraph (i)(5) of this section), provided that this paragraph will only apply to a payment under a plan if all agreements, methods, programs, and other arrangements sponsored by the service recipient immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under §1.409A-1(c)(2) are terminated and liquidated with respect to each participant that experienced the change in control event, so that under the terms of the termination and liquidation all such participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within 12 months of the date the service recipient irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements. Solely for purposes of this paragraph (j)(4)(ix)(B), the applicable service recipient with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation.

( 1 ) The termination and liquidation does not occur proximate to a downturn in the financial health of the service recipient;

( 2 ) The service recipient terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the service recipient that would be aggregated with any terminated and liquidated agreements, methods, programs, and other arrangements under §1.409A-1(c) if the same service provider had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated;

( 3 ) No payments in liquidation of the plan are made within 12 months of the date the service recipient takes all necessary action to irrevocably terminate and liquidate the plan other than payments that would be payable under the terms of the plan if the action to terminate and liquidate the plan had not occurred;

( 4 ) All payments are made within 24 months of the date the service recipient takes all necessary action to irrevocably terminate and liquidate the plan; and

( 5 ) The service recipient does not adopt a new plan that would be aggregated with any terminated and liquidated plan under §1.409A-1(c) if the same service provider participated in both plans, at any time within three years following the date the service recipient takes all necessary action to irrevocably terminate and liquidate the plan.

(D) Such other events and conditions as the Commissioner may prescribe in generally applicable guidance published in the Internal Revenue Bulletin (see §601.601(d)(2) of this chapter).

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

THIS AGREEMENT, made and entered into as of the ____ day of __________, ____, by and between Oshkosh Corporation, a Wisconsin corporation (hereinafter referred to as the “Company”), and __________ (hereinafter referred to as the “Executive”).

W I T N E S S E T H :

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

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

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

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

WHEREAS, as a further basis for the Company to enter into this Agreement, the Executive has entered into a Confidentiality and Loyalty Agreement in favor of the Company (the “Confidentiality Agreement”).

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

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

Act	Effective Date
Accrued Benefits	Employer
Affiliate and Associate	Good Reason
Annual Cash Compensation	Normal Retirement Date
Cause	Notice of Termination
Change in Control	Person
Code	Termination Date
Covered Termination

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

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

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

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

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

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

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

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

(e) The Executive shall be included in all plans providing additional benefits to any executives of the Company and its Affiliates of comparable status and position to the Executive, including but not limited to retirement, stock option, stock appreciation, stock bonus and similar or comparable plans; provided , that , (i) in no event shall the aggregate level of benefits under such plans be less than the aggregate level of benefits under plans of the type referred to in this Section 5(e) in which the Executive was participating at any time during the 180-day period immediately preceding the Effective Date; (ii) in no event shall the aggregate level of benefits under such plans be less than the aggregate level of benefits under plans of the type referred to in this Section 5(e) provided at any time after the Effective Date to the Executive or any executive of the Company and its Affiliates of comparable status and position to the Executive; and (iii) the Company’s obligation to include the Executive in bonus or incentive compensation plans shall be determined by Section 5(f) .

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

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

7. Termination During Employment Period .

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

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

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

8. Payments Upon Termination .

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

(ii) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company or the Employer, including, without limitation, the Oshkosh Corporation 1990 Incentive Stock Plan (the “1990 Plan”), the Oshkosh Corporation 2004 Incentive Stock and Awards Plan (together with the 1990 Plan, the “Incentive Stock Plans”) or any stock option agreement (the “Stock Option Agreements”) between the Company and the Executive entered into pursuant to an Incentive Stock Plan (in the aggregate “Total Payments”), would constitute an “excess parachute payment,” then the Total Payments to be made to the Executive shall be reduced such that the value of the aggregate Total Payments that the Executive is entitled to receive shall be One Dollar ($1) less than the maximum amount that the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code (or any successor provision) or that the Company may pay without loss of deduction under Section 280G(a) of the Code (or any successor provision). If the provisions of Sections 280G and 4999 of the Code (or any successor provisions) are repealed without succession, then this Section 8(a)(ii) shall be of no further force or effect.

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(iii) For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code (or any successor provision), and such “parachute payments” shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) of the Code (or any successor provision). Within forty (40) days following a Covered Termination or notice by one party to the other of its belief that there is a payment or benefit due the Executive that will result in an excess parachute payment, the Executive and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (the “National Tax Counsel”) selected by the Company’s independent auditors and acceptable to the Executive in the Executive’s sole discretion, which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of Total Payments and (C) the amount and present value of any excess parachute payments determined without regard to the limitations of Section 8(a)(ii) . As used in this Section 8(a)(iii) , the term “Base Period Income” means an amount equal to the Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code (or any successor provision). For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. The opinion of the National Tax Counsel shall be dated as of the Termination Date and addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such opinion determines that there would be an excess parachute payment, then the Termination Payment hereunder or any other payment or benefit determined by such counsel to be includible in Total Payments shall be reduced or eliminated as specified by the Executive in writing delivered to the Company within thirty days of the Executive’s receipt of such opinion or, if the Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculations set forth in such opinion there will be no excess parachute payment. If the National Tax Counsel so requests in connection with the opinion required by this Section, the Executive and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Executive solely with respect to its status under Section 280G of the Code and the regulations thereunder. Within five days after the National Tax Counsel’s opinion is received by the Company and the Executive (but not earlier than the date provided for in Section 8(a)(vi) ), the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement.

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

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

(vi) Except as otherwise provided in this Section 8(a), the Company will pay the Termination Payment in cash equivalent in a single sum as soon as practicable after the effectiveness of the full release that the Executive delivers as a condition to entitlement to the Termination Payment, but not earlier than the first date that the Company may make such payment without causing an additional tax to be paid under Section 409A of the Code and the regulations thereunder (“Section 409A”). However, if such payments are delayed more than 30 days after the effectiveness of the full release, then the Company shall also pay interest from such effectiveness to the date of payment at the rate of interest announced by U.S. Bank, National Association, Milwaukee, Wisconsin, or its successors, from time to time as its prime or base lending rate.

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

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

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

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(iii) The Company shall bear up to $5,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors (other than the National Tax Counsel) engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Section 8 .

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

9. Death .

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

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

10. Retirement . If, during the Employment Period, the Executive and the Company shall execute an agreement providing for the early retirement of the Executive from the Company, or the Executive shall otherwise give notice that the Executive is voluntarily choosing to retire early from the Company, then the Executive shall receive Accrued Benefits through the Termination Date; provided , that if the Executive’s employment is terminated by the Executive for Good Reason or by the Company other than by reason of death, disability or Cause and the Executive also, in connection with such termination, elects voluntary early retirement, then the Executive shall also be entitled to receive a Termination Payment pursuant to Section 7(c) .

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11. Termination for Disability . If, during the Employment Period, as a result of the Executive’s disability due to physical or mental illness or injury (regardless of whether such illness or injury is job-related), the Executive shall have been absent from the Executive’s duties hereunder on a full-time basis for a period of six consecutive months and, within thirty days after the Company notifies the Executive in writing that it intends to terminate the Executive’s employment (which notice shall not constitute the Notice of Termination contemplated below), the Executive shall not have returned to the performance of the Executive’s duties hereunder on a full-time basis, then the Company may terminate the Executive’s employment for purposes of this Agreement pursuant to a Notice of Termination. If the Executive’s employment is terminated on account of the Executive’s disability in accordance with this Section, then the Executive shall receive Accrued Benefits and shall remain eligible for all benefits provided by any long term disability programs of the Company in effect at the time the Company sends notice to the Executive of its intent to terminate pursuant to this Section.

12. Termination Notice and Procedure .

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

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

(ii) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by the Chief Executive Officer of the Company as evidenced by a document the Chief Executive Officer has executed, a copy of which shall accompany the Notice.

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

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

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Notwithstanding the foregoing, (A) if the Executive terminates the Executive’s employment after a Change in Control without complying with this Section 12 , then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason and deemed to have delivered a written Notice of Termination to that effect to the Company as of the date of such termination and (B) if the Company or the Employer terminates the Executive’s employment after a Change in Control without complying with this Section 12, then the Company will be deemed to have terminated the Executive’s employment other than by reason of death, disability or Cause and the Company will be deemed to have delivered a written Notice of Termination to that effect to the Executive as of the date of such termination. Under circumstances described in clause (B) above, the Executive may, but shall not be obligated to, also deliver a Notice of Termination based upon clause (vii) of the definition of “Good Reason” in Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv) .

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

13. Confidentiality Agreement . The obligations of the Executive under the Confidentiality Agreement shall remain in force after the Effective Date.

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

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

16. Successors .

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

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

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

18. Amendment . This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive. However, at the request of the Company, the Executive will execute a revised form of this Agreement that reflects changes that the Company determines are appropriate to comply with regulations under Section 409A.

19. Withholding . The Company shall be entitled to withhold from amounts to be paid to the Executive hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided , that the amount so withheld shall not exceed the minimum amount required to be withheld by law. The Company shall be entitled to rely on an opinion of the National Tax Counsel if any question as to the amount or requirement of any such withholding shall arise.

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

21. Governing Law; Resolution of Disputes .

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

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

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

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

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

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

	OSHKOSH CORPORATION
	By: ___________________________________
	Name: _____________________________
	Title: _____________________________
	Attest: ___________________________________
	Name: _____________________________
	Title: _____________________________
	EXECUTIVE
	__________________________________(SEAL)
	Name:
	Address:

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Exhibit A

CERTAIN DEFINED TERMS

For purposes of this Agreement,

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

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

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

(d) Annual Cash Compensation . The term “Annual Cash Compensation” shall mean the sum of (A) the Executive’s Annual Base Salary, plus (B) the higher of (1) the highest annual bonus or incentive compensation award earned by the Executive under any cash bonus or incentive compensation plan of the Company or any of its Affiliates during the three complete fiscal years of the Company immediately preceding the Termination Date or, if more favorable to the Executive, during the three complete fiscal years of the Company immediately preceding the Effective Date; or (2) the highest average annual bonus and/or incentive compensation earned during the three complete fiscal years of the Company immediately preceding the Termination Date (or, if more favorable to the Executive, during the three complete fiscal years of the Company immediately preceding the Effective Date) under any cash bonus or incentive compensation plan of the Company or any of its Affiliates by the group of executives of the Company and its Affiliates participating under such plan during such fiscal years at a status or position comparable to that at which the Executive participated or would have participated pursuant to the Executive’s most senior position at any time during the 180 days preceding the Effective Date or thereafter until the Termination Date.

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

(i) (A) the Executive has committed any act of fraud, embezzlement or theft in connection with the Executive’s duties as an Executive or in the course of employment with the Company and/or its subsidiaries; (B) the Executive has willfully and continually failed to perform substantially the Executive’s duties with the Company or any of its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness or injury, regardless of whether such illness or injury is job-related) for an appropriate period, which shall not be less than 30 days, after the Chief Executive Officer of the Company has delivered a written demand for performance to the Executive that specifically identifies the manner in which the Chief Executive Officer believes the Executive has not substantially performed the Executive’s duties; (C) the Executive has willfully engaged in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company; (D) the Executive has breached the terms of the Confidentiality Agreement concerning restrictions relating to a Competitive Business (as such term is defined in the Confidentiality Agreement); or (E) the Executive has willfully and wrongfully disclosed any Trade Secrets or Confidential Information of the Company or any of its Affiliates (as such terms are defined in the Confidentiality Agreement) or the Executive has otherwise willfully breached the Confidentiality Agreement; and in any such case the act or omission shall have been determined by the Chief Executive Officer of the Company to have been materially harmful to the Company and its subsidiaries taken as a whole.

For purposes of this provision, (1) no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company and (2) any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

(ii) (A) The Company terminates the Executive’s employment by delivering a Notice of Termination to the Executive, (B) prior to the time the Company has terminated the Executive’s employment pursuant to a Notice of Termination, the Chief Executive Officer of the Company has executed a document confirming the finding of the Chief Executive Officer that the Executive was guilty of conduct set forth in this definition of Cause, and specifying the particulars thereof in detail, after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Chief Executive Officer and (C) the Company delivers a copy of such document to the Executive with the Notice of Termination at the time the Executive’s employment is terminated.

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In the event of a dispute regarding whether the Executive’s employment has been terminated for Cause, no claim by the Company that the Company has terminated the Executive’s employment for Cause in accordance with this Agreement shall be given effect unless the Company establishes by clear and convincing evidence that the Company has complied with the requirements of this Agreement to terminate the Executive’s employment for Cause.

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

(i) 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, or (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 (“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, 2006, pursuant to express authorization by the Board that refers to this exception) representing 25% or more of (1) the combined voting power of the Company’s then outstanding voting securities or (2) the then outstanding shares of common stock of the Company; or

(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on January 31, 2006, 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 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, 2006 or whose appointment, election or nomination for election was previously so approved; or

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(iii) consummation of a merger, consolidation or share exchange of the Company with any other corporation or 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 or (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, 2006, 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;

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

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

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

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

(i) Effective Date . The term “Effective Date” shall mean the first date on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if (i) a Change in Control occurs, (ii) the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control and (iii) it is reasonably demonstrated by the Executive that (A) any such termination of employment by the Employer (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (2) otherwise arose in connection with or in anticipation of a Change in Control, or (B) any such termination of employment by the Executive took place subsequent to the occurrence of an event described in clause (ii), (iii), (iv) or (v) of the definition of “Good Reason” which event (1) occurred at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (2) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement the term “Effective Date” shall mean the day immediately prior to the date of such termination of employment.

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

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

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

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

(iii) a material adverse change, without the Executive’s prior written consent, in the Executive’s working conditions or status with the Company or the Employer from such working conditions or status in effect during the 180-day period prior to the Effective Date or, to the extent more favorable to the Executive, those in effect after the Effective Date, including but not limited to (A) a material change in the nature or scope of the Executive’s titles, authority, powers, functions, duties, reporting requirements or responsibilities, or (B) a material reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that the Company remedies promptly after receipt of notice thereof given by the Executive;

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

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

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

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

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

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

(m) Notice of Termination . The term “Notice of Termination” means a written notice as contemplated by Section 12 .

(n) Person . The term “Person” shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 13(d) and 14(d) thereof.

(o) Termination Date . Except as otherwise provided in Section 9(b) and Section 16(a) , the term “Termination Date” means (i) if the Executive’s employment is terminated by the Executive’s death, the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, the date of such early retirement that is set forth in such written agreement; (iii) if the Executive’s employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 11 , thirty days after the Notice of Termination is given; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 11 ) or by the Executive for Good Reason, thirty days after the Notice of Termination is given. Notwithstanding the foregoing,

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

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

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Exhibit (31.1)

CERTIFICATIONS

I, Robert G. Bohn, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Oshkosh Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 1, 2008	/S/ Robert G. Bohn
	Robert G. Bohn
	Chairman and Chief Executive Officer

Exhibit (31.2)

CERTIFICATIONS

I, David M. Sagehorn, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Oshkosh Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 1, 2008	/S/ David M. Sagehorn
	David M. Sagehorn
	Executive Vice President and Chief Financial Officer

Exhibit (32.1)

Written Statement of the Chairman and Chief Executive Officer
Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. § 1350, I, the undersigned Chairman and Chief Executive Officer of Oshkosh Corporation (the “Company”), hereby certify, to the best of my knowledge, that the quarterly report on Form 10-Q of the Company for the quarter ended March 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ Robert G. Bohn
Robert G. Bohn
May 1, 2008

Exhibit (32.2)

Written Statement of the Executive Vice President and Chief Financial Officer
Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. § 1350, I, the undersigned Executive Vice President and Chief Financial Officer of Oshkosh Corporation (the “Company”), hereby certify, to the best of my knowledge, that the quarterly report on Form 10-Q of the Company for the quarter ended March 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ David M. Sagehorn
David M. Sagehorn
May 1, 2008

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 10-Q

For the quarterly period ended March 31, 2008

For the transition period from _______ to _______

OSHKOSH CORPORATION FORM 10-Q INDEX FOR THE QUARTER ENDED MARCH 31, 2008

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Cautionary Statement About Forward-Looking Statements

General

Executive Overview

Results of Operations

Analysis of Consolidated Net Sales

Analysis of Consolidated Operating Income

Analysis of Non-Operating Income Statement Items

Liquidity and Financial Condition

Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements

Application of Critical Accounting Policies

Critical Accounting Estimates

New Accounting Standards

Customers and Backlog

Fiscal 2008 Outlook

Certain Assumptions

PART II – OTHER INFORMATION

Our markets are highly cyclical and a decline in these markets could have a material adverse effect on our operating performance.

If we are unable to successfully turn around the profitability of our Geesink Norba Group, then we may be required to record a non-cash impairment charge for Geesink Norba Group goodwill.

Steel price fluctuations may adversely affect our results.

SIGNATURES

EXHIBIT INDEX

RESTATED ARTICLES OF INCORPORATION OF OSHKOSH CORPORATION, AS AMENDED

Grant Date:

Number of Shares:

Grant Price per Share:

OSHKOSH CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS AND EXECUTIVE OFFICERS

Amended and Restated Effective January 1, 2005

TABLE OF CONTENTS

ARTICLE 1. PURPOSE AND HISTORY

ARTICLE 2. DEFINITIONS AND CONSTRUCTION

ARTICLE 3. PARTICIPATION

ARTICLE 4. DEFERRALS OF COMPENSATION

ARTICLE 5. HYPOTHETICAL INVESTMENT OPTIONS

ARTICLE 6. DISTRIBUTION OF ACCOUNTS

ARTICLE 7. RULES WITH RESPECT TO SHARE UNITS

ARTICLE 8. SPECIAL RULES APPLICABLE IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY

ARTICLE 9. GENERAL PROVISIONS

Appendix 1

Appendix 2

Treasury Regulation 1.409A-1(h)

Treasury Regulation 1.409A-3(a)(5)

Treasury Regulation 1.409A-3(i)

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

W I T N E S S E T H :

CERTAIN DEFINED TERMS

CERTIFICATIONS

CERTIFICATIONS

Written Statement of the Chairman and Chief Executive Officer Pursuant to 18 U.S.C. §1350

Written Statement of the Executive Vice President and Chief Financial Officer Pursuant to 18 U.S.C. §1350

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

For the transition period from _ to _

OSHKOSH CORPORATION
FORM 10-Q INDEX
FOR THE QUARTER ENDED MARCH 31, 2008

RESTATED
ARTICLES OF INCORPORATION
OF
OSHKOSH CORPORATION,
AS AMENDED

OSHKOSH CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS
AND EXECUTIVE OFFICERS

ARTICLE 1.
PURPOSE AND HISTORY

ARTICLE 2.
DEFINITIONS AND CONSTRUCTION

ARTICLE 3.
PARTICIPATION

ARTICLE 4.
DEFERRALS OF COMPENSATION

ARTICLE 5.
HYPOTHETICAL INVESTMENT OPTIONS

ARTICLE 6.
DISTRIBUTION OF ACCOUNTS

ARTICLE 7.
RULES WITH RESPECT TO SHARE UNITS

ARTICLE 8.
SPECIAL RULES APPLICABLE IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY

ARTICLE 9.
GENERAL PROVISIONS

Written Statement of the Chairman and Chief Executive Officer
Pursuant to 18 U.S.C. §1350

Written Statement of the Executive Vice President and Chief Financial Officer
Pursuant to 18 U.S.C. §1350