FIRST AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

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

WITNESSETH:

        WHEREAS, the Executive and the Company executed an initial Employment Agreement as of October 15, 1998, which was subsequently amended as of July 1, 2000 and December 31, 2000 (as amended, the “Original Agreement”), and the parties hereto desire to amend and restate the Original Agreement to read in its entirety as set forth in this Agreement;

        WHEREAS, the Executive has been serving as President and Chief Executive Officer of the Company and as a director of the Company;

        WHEREAS, the Company desires to continue to retain the services of the Executive, and the Executive desires to continue to be employed by the Company, on the terms and conditions set forth in this Agreement; and

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

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

        1.        Employment and Duties . Subject to the terms and conditions of this Agreement, the Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue to be employed by the Company, as the Chief Executive Officer of the Company. As such officer, he shall be responsible for the supervision, control and conduct of all of the business and affairs of the Company, shall have such additional duties as are normally assigned to a chief executive officer, shall perform his duties in a conscientious, reasonable and competent manner, shall devote his best efforts to his employment by the Company and, except as otherwise set forth herein, shall devote his entire business time and attention to the performance of his duties. At all times, the Executive shall be subject to the direction of the Board of Directors of the Company.

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

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

        (a)        September 30, 2001, subject to extension as described below;

        (b)        The Executive’s death;

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

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

        (e)        Termination of this Agreement under Section 8.

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

        The last date on which the Executive’s employment hereunder may terminate pursuant to subsection (a) shall be automatically extended at successive one-year intervals on the date 24 months prior to the date on which the Executive’s employment hereunder would otherwise terminate unless not less than thirty (30) days prior to such date the Company or the Executive has provided a written notice of nonrenewal (a “Nonrenewal Notice”) to the other party. If a party gives a Nonrenewal Notice within the prescribed time, then the Executive’s employment hereunder shall terminate in accordance with the provisions of this Section (as subsection (a) may have been previously extended by the parties), and neither party shall have any other rights or obligations as a result of the delivery of such notice. Notwithstanding the foregoing, in no event shall this Agreement be extended automatically (x) beyond the date on which the Executive would attain age 62 or (y) if the Executive is disabled at the time such extension would otherwise automatically become effective.

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

        (a)        Base Salary . Subject to adjustment in accordance with this subsection (a), the Executive shall receive a base salary, payable not less frequently than monthly in arrears, at the annual rate of not less than $1,150,000. The Committee shall review the Executive’s base salary annually to determine whether such salary should be increased based upon (i) the Company’s performance and/or the Executive’s performance, (ii) an assessment of competitive practice as determined by the Committee or, in the Committee’s sole discretion, by an independent compensation consultant and (iii) such other criteria as the Committee shall consider in its sole discretion. Further, if the Executive initiates or agrees to a general reduction of base salaries of executive officers of the Company, then such base salary shall be subject to reduction on the same basis and terms that apply to the other officers of the Company. (In this Agreement, the term “Base Salary” shall mean the amount established and adjusted from time to time pursuant to this subsection (a).)

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

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

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

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

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

        (g)        Certain Expenses . The Company shall bear the expenses of the Executive for personal income tax, financial and estate planning consulting services, provided that the Committee determines that such expenses are reasonably incurred and that the fees charged by the providers of such services are at competitive rates. The Executive shall also be entitled to reimbursement for all reasonable fees and expenses of the Executive’s legal counsel in connection with the negotiation and preparation of this Agreement.

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        (h)        Supplemental Retirement Benefit . The Company shall pay the Executive a supplemental retirement benefit computed in accordance with Section 11.

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

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

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

        6.        Noncompetition . In consideration of the Company’s commitment to employ the Executive during the term of this Agreement, the Executive agrees that, except in the event of a material breach of this Agreement by the Company, for a period of one year after the termination of any period in respect of which the Executive is receiving payments of Base Salary hereunder (including payments made under Section 9) or, if later, a period of one year after the termination of the Executive’s active employment with the Company (whether such termination occurs before or after the expiration of the term of this Agreement), he shall not, except as permitted by the Company’s prior written consent, engage in, be employed by, or in any way advise or act for in any capacity where Confidential Information would reasonably be considered to be useful, or have any financial interest in, any business that, as of the date of such termination, is engaged directly or indirectly in the business of designing, manufacturing or marketing fire apparatus (including, without limitation, aircraft rescue and firefighting vehicles), refuse truck bodies or vehicles, concrete mixers, snow removal vehicles, defense trucks or trailers or their related components, or any other business in which the Company or any of its subsidiaries is engaged as of the date of such termination with the approval of the Board of Directors of Company and with the consent of the Executive. However, the foregoing shall not restrict the Executive as to any business if neither the Company nor any of its subsidiaries is engaged in such business as of the date of such termination and the Board of Directors of the Company has approved the exit of the Company and/or its subsidiaries from such business. The geographic scope of the Executive’s agreement not to compete shall extend to all of the United States and to any other country if the Company has directly or indirectly (i) sold product for delivery to a customer in that country during the 36 months preceding the date of termination, (ii) actively sought to sell product for delivery to any customer in that country during such period or (iii) made plans, in which the Executive participated, to sell product for delivery to any customer in that country during such period, whether or not the Company pursued or abandoned such plans prior to the date of termination. The ownership of minority and noncontrolling shares of any corporation whose shares are listed on a recognized stock exchange or traded in an over-the-counter market, even though such corporation may be a competitor of the Company or any subsidiary specified above, shall not be deemed as constituting a financial interest in such competitor. This covenant shall survive the termination of this Agreement.

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        7.        Confidential Information .

        (a)        Defined . “Confidential Information” shall mean ideas, information, knowledge and discoveries, whether or not patentable, that are not generally known in the trade or industry and about which the Executive has knowledge as a result of his employment with the Company, including without limitation defense product engineering information, marketing, sales, distribution, pricing and bid process information, product specifications, manufacturing procedures, methods, business plans, marketing plans, internal memoranda, formulae, trade secrets, know-how, research and development and other confidential technical or business information and data. Confidential Information shall not include any information that the Executive can demonstrate is in the public domain by means other than disclosure by the Executive.

        (b)        Nondisclosure . For a period of five years after the termination of the Executive’s active employment with the Company (whether such termination occurs before or after the expiration of the term of this Agreement) and indefinitely thereafter in respect of any Confidential Information that constitutes a trade secret or other information protected by law, the Executive will keep confidential and protect all Confidential Information known to or in the possession of the Executive, will not disclose any Confidential Information to any other person and will not use any Confidential Information, except for use or disclosure of Confidential Information for the exclusive benefit of the Company as it may direct or as necessary to fulfill the Executive’s continuing duties as an employee of the Company. This Section 7(b) shall not, however, be construed to prohibit competition by Executive for a longer time or in a broader territory than that specified in Section 6.

        (c)        Return of Property . All memoranda, notes, records, papers, tapes, disks, programs or other documents or forms of documents and all copies thereof relating to the operations or business of the Company or any of its subsidiaries that contain Confidential Information, some of which may be prepared by the Executive, and all objects associated therewith in any way obtained by him shall be the property of the Company. The Executive shall not, except for the use of the Company or any of its subsidiaries, use or duplicate any such documents or objects, nor remove them from facilities and premises of the Company or any subsidiary, nor use any information concerning them except for the benefit of the Company or any subsidiary, at any time. The Executive will deliver all of the aforementioned documents and objects, if any, that may be in his possession to the Company at any time at the request of the Company.

        8.        Termination .

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        (a)        By the Company for Cause . The Company may terminate this Agreement for Cause at any time. For the purposes of this Agreement, “Cause” shall mean any of the following: (i) theft, dishonesty, fraudulent misconduct, disclosure of trade secrets, gross dereliction of duty or other grave misconduct on the part of the Executive that is substantially injurious to the Company; (ii) the Executive’s willful act or omission that he knew would have the effect of materially injuring the reputation, business or prospects of the Company; (iii) the Executive’s conviction of a felony, as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction; (iv) the Executive’s consent to an order of the Securities and Exchange Commission for a violation of the federal securities laws; (v) the Executive’s repeated and demonstrated failure to perform material duties in a competent and efficient manner which failure is not due to illness or disability of the Executive; (vi) a petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver was appointed by a court for the property of, the Executive; or (vii) the Executive’s failure to file timely required federal or state income tax returns and to pay related taxes. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive (A) a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Company (excluding the Executive) at a meeting of the Board of Directors called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board of Directors), finding that in the good faith opinion of the Board of Directors conduct of the Executive met one of the standards set forth in any of clauses (i) through (vii) of the preceding sentence and specifying the particulars thereof and (B) an affidavit sworn to by the Secretary of the Company stating that such resolution was in fact adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors (excluding the Executive). If the Company terminates this Agreement for Cause, then the Executive shall forfeit his right to any and all benefits (other than vested fringe benefits and accrued vested Supplemental Retirement Benefits described in Section 11) he would otherwise been entitled to receive under this Agreement.

        (b)        By the Company without Cause . The Company may terminate this Agreem