OSHKOSH CORPORATION

EXECUTIVE RETIREMENT PLAN

Amended and Restated
Effective December 31, 2008

(Plan Year Begins March 1)

OSHKOSH CORPORATION
EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

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OSHKOSH CORPORATION

EXECUTIVE RETIREMENT PLAN

PREAMBLE

        The principal objective of the Oshkosh Corporation Executive Retirement Plan is to ensure the payment of a competitive level of retirement income in order to attract, retain and motivate selected executives.

        This Plan is designed to provide a benefit which, when added to other retirement income of the executive, will meet the objective described above. Eligibility for participation in this Plan shall be limited to executives selected by the Chief Executive Officer and approved by the Human Resources Committee or its successor in function of the Board of Directors.

        The Company adopted this Plan with an initial effective date of January 31, 2000. The Plan was subsequently amended on July 16, 2004, effective October 1, 2004; however, the changes reflected in that amendment and restatement were effective only with respect to those Active Participants who, as of October 1, 2004, were actively performing services for the Company on a substantially full-time basis.

        The Plan is further amended and restated effective December 31, 2008, primarily to conform to the requirements of Code Section 409A. This amendment and restatement is effective for all Participants in the Plan on December 31, 2008. It does not materially modify the terms of the Plan as in effect on October 1, 2004, except with respect to changes to the Plan which establish separate rules regarding the form and timing of Retirement Benefit payments accrued and vested on or after January 1, 2005.

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OSHKOSH CORPORATION

EXECUTIVE RETIREMENT PLAN

ARTICLE I.
DEFINITIONS

        Whenever used herein with the initial letter capitalized, words and phrases shall have the meanings stated below unless a different meaning is plainly required by the context. All masculine terms shall include the feminine and all singular terms shall include the plural in all cases in which they could thus be applied unless the context clearly indicates the gender or the number.

         Section 1.1. Accrued Normal Retirement Benefit . “Accrued Normal Retirement Benefit” means the amount of a Participant’s Retirement Benefit, determined as of his date of termination of employment, commencing as of the first day of the month following the month in which the Participant attains his Normal Retirement Date, and payable in the form of a single life annuity (or the Actuarial Equivalent of such amount when commencing at any other day or payable in another form). The amount of the Accrued Normal Retirement Benefit is defined in section 3.1.

         Section 1.2. Active Participant . “Active Participant” means a Participant who is a current Employee of the Company or an Affiliate.

         Section 1.3. Actuarial Equivalent . “Actuarial Equivalent” means a benefit payable at a particular time and in a particular form which has the same value as another benefit payable in another form or at another time. Such Actuarial Equivalent shall be determined on the basis of a 7-1/2 percent interest rate and the 1971 Group Annuity Table, with male annuity factors weighted 70 percent and female annuity factors weighted 30 percent. With respect to lump sum distributions pursuant to section 6.4, the mortality and interest rate assumptions shall be as prescribed in such section.

         Section 1.4. Affiliate . “Affiliate” means: (1) a corporation which is a member of the same controlled group of corporations (within the meaning of Internal Revenue Code section 414(b) as the Employer; (2) an unincorporated trade or business which is under common control with the Employer (as determined under Code section 414(c); (3) an organization which, together with the Employer, is a member of the same affiliated service group (as determined under Code section 414(m); and (4) any other entity required to be aggregated under Code section 414(o).

         Section 1.5. Beneficiar y. “Beneficiary” means—

        (a)     the Spouse if the Preretirement Spouse’s Death Benefit, the Joint and 50 Percent Spouse’s Annuity, or the Joint and 100 Percent Spouse’s Annuity is payable;

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        (b)     the person or persons (who may be named contingently or successively) , including a trust or an estate, designated by a Participant, to whom a death benefit is to be paid in the event of his death.

        Each designation will revoke all prior designations by the same Participant. A designation shall be made on a form prescribed by the Employer, and will be effective only when filed in writing with the Employer. If no Beneficiary is designated or a designation is revoked in whole or in part, or if a designated Beneficiary does not survive, the lump sum Actuarial Equivalent of the death benefit (if any) shall be payable to the estate of the last to survive the Participant or the Beneficiary.

         Section 1.6. Board . “Board” means the Board of Directors of the Company.

         Section 1.7. Change in Control . “Change in Control” means a change in management or a change in ownership of the corporation as defined in the Participant’s Key Executive Employment and Severance Agreement (“KEESA”) in effect on the date that such a change in control occurs or, in the absence of such an agreement, as defined in Exhibit B, attached to this Plan and incorporated here by reference.

         Section 1.8. Code . “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

         Section 1.9. Committee . “Committee” means the Human Resources Committee of the Board or its successor in substantial functions.

         Section 1.10. Company . “Company” means Oshkosh Corporation.

         Section 1.11. Company Matching Contribution Benefit . “Company Matching Contribution Benefit” means Oshkosh Corporation’s matching contribution to (1) a Participant’s Oshkosh Corporation Tax Deferred Investment Plan Account, or a Participant Account in a Tax Deferred Savings Plan sponsored by an Affiliate, as defined in the governing documents for such Plans, as amended from time to time, and (2) any related investment earnings. To the extent that a Participant has withdrawn Company Matching Contributions, such contributions along with imputed income thereon, shall be added to the Participant’s accumulated Company Matching Contribution Benefit. For purposes of this section 1.10, a Participant’s accumulated Company Matching Contribution Benefit will be converted into an annual benefit amount payable as a single life annuity commencing as of the Participant’s Retirement Date using the interest and mortality assumptions set forth in section 1.2.

         Section 1.12. Compensation . “Compensation” means an Active Participant’s base pay, including base pay amounts deferred pursuant to a compensation reduction agreement under Code section 125, Code Section 132(f), Code section 401(k) or any nonqualified deferred compensation arrangement, and annual bonus or annual incentive payments. The annual compensation limit set forth in Code section 401(a)(17) shall not apply.

         Section 1.13. Compensation Year . “Compensation Year” means each 12-month period used to determine compensation for purposes of this Plan which coincides with the calendar year which ends on or prior to the date as of which the Participant’s Accrued Normal Retirement Benefit is determined.

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         Section 1.14. Completed Compensation Year . “Completed Compensation Year” means any Compensation Year in which an Employee is employed through the entire 12-month period.

         Section 1.15. Early Retirement Date . “Early Retirement Date” means the first day of the month following the date on which a Participant retires prior to his Normal Retirement Date; provided that the Participant shall have attained age 55, shall have completed at least five Years of Officer Service, and shall have provided the Company with written notice of his election to take early retirement.

         Section 1.16. Employee . “Employee” means any person in the employ of the Company or an Affiliate, except for a person compensated solely on a retainer or fee basis.

         Section 1.17. Employer . “Employer” means the Company and any Affiliates, which employ or employed any Participant.

         Section 1.18. Final Average Compensation . “Final Average Compensation” means the sum of an Active Participant’s Compensation during the five Completed Compensation Years in the last ten years prior to the Participant’s separation from service or categorization as an Inactive Participant, as applicable, during which the Compensation was the highest, divided by five. The years used for this calculation need not be consecutive. If a Participant has less than five Completed Compensation Years, Final Average Compensation will be based on all Completed Compensation Years divided by the number of such years.

         Section 1.19. Funded Plan . “Funded Plan” means the Oshkosh Corporation Salaried and Clerical Employees Retirement Plan or any qualified defined benefit plan sponsored by an Affiliate.

         Section 1.20. Funded Plan Benefit . “Funded Plan Benefit” means the annual benefit payable under (1) the Oshkosh Corporation Salaried and Clerical Employees Retirement Plan, and (2) any qualified defined benefit pension plan sponsored by an Affiliate, as provided by the governing documents for such Plans, as amended from time to time. For purposes of this section, a Participant’s annual benefit will be calculated as a single life annuity commencing as of the Participant’s Retirement Date.

         Section 1.21. Inactive Participant . “Inactive Participant” means a Participant with a fully or partially vested Retirement Benefit hereunder who (i) is no longer an Employee of the Company or an Affiliate, or (ii) has been removed as an Active Participant by the Committee.

         Section 1.22. Late Retirement Date . “Late Retirement Date” means the first day of the month following a Participant’s termination date after his Normal Retirement Date.

         Section 1.23. Normal Retirement Date . “Normal Retirement Date” means the first day of the month following a Participant’s 62nd birthday (without regard to the Participant’s Years of Service at that time).

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         Section 1.24. Officer . “Officer” means any individual who is elected by the Board of Directors to an officer of the company as a Vice President, Executive Vice President, President, Chief Executive Officer, or Chairman.

         Section 1.25. Participant . “Participant” means any person who has become eligible to participate in the Plan in accordance with Article II, and who has not ceased to have rights to a Retirement Benefit hereunder.

         Section 1.26. Plan . “Plan” means the Oshkosh Corporation Executive Retirement Plan, as set forth herein, and as it may be amended from time to time.

         Section 1.27. Plan Effective Date . “Plan Effective Date” means January 1, 2000.

         Section 1.28. Plan Year . “Plan Year” means the 12 consecutive month period for maintaining records for this Plan and will be the consecutive 12-month period beginning each March 1 and ending on the last day of February, except the first Plan Year shall run from the Plan Effective Date until the last day of the next following February.

         Section 1.29. Restatement Effective Date . “Restatement Effective Date” means October 1, 2004; provided, however, that the changes reflected in this Plan restatement shall be effective only with respect to those Active Participants who, as of October 1, 2004, are actively performing services for the Company on a substantially full-time basis. Effective December 31, 2008, “Restatement Effective Date” also means December 31, 2008; provided, however, that the changes reflected in this Plan restatement shall not materially modify the terms of the Plan as in effect on October 1, 2004, except with respect to changes to the Plan which establish separate rules regarding the form and timing of Retirement Benefit payments accrued and vested on or after January 1, 2005.

         Section 1.30. Retirement Benefit . “Retirement Benefit” means a pension or any other payment or payments payable under the terms of this Plan to a Participant, the Participant’s Spouse, or Beneficiary.

         Section 1.31. Retirement Date . “Retirement Date” means the date on which a Participant’s Funded Plan Benefit commences.

         Section 1.32. Social Security Benefit . “Social Security Benefit” means, for the purpose of determining the Accrued Normal Retirement Benefit as of a Participant’s Normal Retirement Date or Early Retirement Date, the estimated monthly old-age benefit to which the Participant would be entitled beginning immediately upon his achieving his Normal Retirement Date under the provisions of the Social Security Act in effect on the date of his termination and assuming that he will continue to receive until he attains his Normal Retirement Date compensation that would be treated as wages for purposes of the Social Security Act at the same rate as was in effect for him immediately prior to his termination. For purposes of determining the Accrued Normal Retirement Benefit as of a Participant’s Late Retirement Date, “Social Security Benefit” means the estimated monthly old-age benefit to which the Participant would be entitled based on his age as of the date of his termination.

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        In estimating wages for purposes of determining the Social Security Benefit, it shall be assumed that the Participant’s compensation prior to date of termination has increased annually at the same rates as the Average Total Wages for Adjusting Earnings to use in Computing Social Security Benefits as published by the Social Security Administration. For the calendar year subsequent to the last year published by the Social Security Administration, the same rate of increase as applicable to the last published year shall be used.

        The Social Security Benefit shall be determined in accordance with rules adopted by the Employer and applied in a nondiscriminatory manner. Each Participant will be provided with clear written notice of his right to supply to the Employer his actual wage history and of the financial consequences of failing to supply such history.

         Section 1.33. Spouse . “Spouse” means an individual who is legally married to a Participant as of the earlier of the date of the Participant’s death or the Participant's Retirement Date.

         Section 1.34. Years of Credited Service . “Years of Credited Service” means the Years of Service an Employee completed while employed by the Company or an Affiliate to a maximum of 20 Years.

         Section 1.35. Years of Service . “Years of Service” means the aggregate of all periods of employment by an Employee of the Employer, each such period to be calculated in completed years and months.

         Section 1.36. Years of Officer Service . “Years of Officer Service” means the aggregate of all periods of employment as an Officer of Oshkosh Corporation including service before this Plan’s effective date as set forth on Exhibit A, but excluding periods of employment with Oshkosh Corporation or any Affiliate in any other capacity.

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ARTICLE II
PARTICIPATION

         Section 2.1. Participating Employees . Each executive Employee selected by the Chief Executive Officer (“CEO”) and approved by the Committee to participate in the Plan shall become a Participant on the date specified by the Committee, as set forth in Exhibit A or as subsequently established by the Committee for new participants. Each Participant’s right to Retirement Benefits under this Plan shall vest in accordance with Article V hereof.

         Section 2.2. Cessation of Participation . Unless determined otherwise by the Committee, while a Participant remains an Employee he shall be an Active Participant and shall accrue Years of Service and Compensation for purposes of his Retirement Benefit as provided under the Plan. At the time a Participant becomes an Inactive Participant, he or she shall no longer accrue Years of Service and Compensation toward his Retirement Benefit, but shall have a deferred vested Retirement Benefit. If and when a Participant with no vested Retirement Benefit ceases to be an Employee, he shall cease to be a Participant as of such date and his accrued Retirement Benefit shall be forfeited.

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ARTICLE III
FORM AND AMOUNT OF RETIREMENT BENEFITS

         Section 3.1. Accrued Normal Retirement Benefit . The Accrued Normal Retirement Benefit payable to a Participant who retires on or after the Participant’s Normal Retirement Date shall be a monthly Retirement Benefit commencing on the Participant’s Retirement Date and payable during the Participant’s lifetime and ceasing with the last payment due on the first day of the month in which the Participant dies. The monthly Accrued Normal Retirement Benefit shall be equal to one-twelfth of the excess, if any, of (a) less the sum of (b), (c), and (d) where:

        (a)     equals two (2) percent of the Participant’s Final Average Compensation multiplied by the Participant’s Years of Credited Service,

        (b)     equals one-half of the Participant’s annual Social Security Benefit,

        (c)     equals the Participant’s annual Company Matching Contribution Benefit, and

        (d)     equals Participant’s annual Funded Plan Benefit.

         Section 3.2. Early Retirement Benefit . Each Participant who retires prior to the Participant’s Normal Retirement Date shall receive a monthly Early Retirement Benefit commencing on the Participant’s Early Retirement Date and payable under the normal form in accordance with section 3.1. The monthly Early Retirement Benefit shall be equal to one-twelfth of the excess, if any, of (a) less the sum of (b), (c), and (d) where:

        (a)     equals two (2) percent of the Participant’s Final Average Compensation multiplied by the Participant’s Years of Credited Service and reduced by a factor based on the number of years by which the Retirement Date precedes the Participant’s Normal Retirement Date, as shown in the following schedule:

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        (b)     equals one-half of the Participant’s annual Social Security Benefit, reduced by .4167 percent for each month by which Participant’s Early Retirement Date precedes the Participant’s Normal Retirement Date,

        (c)     equals the Participant’s annual Company Matching Contribution Benefit payable at the Early Retirement Date, and

        (d)     equals the annual Funded Plan Benefit payable at the Early Retirement Date.

         Section 3.3. Deferred Vested Retirement Benefits . An Inactive Participant shall be paid his deferred vested Retirement Benefit at his Retirement Date under the terms of Section 3.1 of the Plan, unless such Participant qualifies for an Early Retirement Benefit under Section 3.2 in which case payments may begin at such Early Retirement Date.

         Section 3.4. Form and Timing of Benefit . The benefit payable to or on behalf of a Participant under this Plan shall be paid in the normal form as provided by the Funded Plan or, as elected by the Participant (or his Spouse, in the event of the Participant’s death while employed), on a basis consistent with all elections made by the Participant and/or Spouse under the Funded Plan. Any conversions to an optional method of payment permitted under the Funded Plan shall be the Actuarial Equivalent of such normal form of payment. Benefits due under this Article III shall be paid coincident with the payment date of benefits under the Funded Plan.

         Section 3.5. Treatment of Plan Payments Under Other Plans . Benefits earned by a Participant under this Plan shall not be considered “Compensation” as that term is defined in other plans sponsored by the Employer.

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ARTICLE IV
DEATH BENEFITS BEFORE RETIREMENT

         Section 4.1. Death of a Participant Before Commencement of Retirement Benefit . If a Participant dies bef