OSHKOSH CORP

FORM 10-K(Annual Report)

Filed 11/14/08 for the Period Ending 09/30/08

Address 2307 OREGON STP O BOX 2566OSHKOSH, WI 54903

Telephone 920 235 9151CIK 0000775158

Symbol OSKSIC Code 3711 - Motor Vehicles and Passenger Car Bodies

Industry Auto & Truck ManufacturersSector Consumer Cyclical

Fiscal Year 09/30

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 FORM 10-K

For the fiscal year ended September 30, 2008 or

Commission file number: 1-31371

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

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

|_| Yes |X| No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

|_| Yes |X| No

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.

|X| Yes |_| No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

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)

Oshkosh Truck Corporation (Former name)

Title of each class Name of each exchange on which registered Common Stock ($.01 par value) New York Stock Exchange Preferred Share Purchase Rights New York Stock Exchange

company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). |_| Yes |X| No

At March 31, 2008, the aggregate market value of the registrant’s Common Stock held by non-affiliates was $2,689,628,575 (based on the closing price of $36.28 per share on the New York Stock Exchange as of such date).

As of November 10, 2008, 74,428,838 shares of the registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on February 3, 2009 (to be filed with the Commission under Regulation 14A within 120 days after the end of the registrant’s fiscal year and, upon such filing, to be incorporated by reference into Part III).

OSHKOSH CORPORATION FISCAL 2008 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

PART II

Large accelerated filer |X| Accelerated filer |_| Non-accelerated filer |_| (Do not check if a smaller reporting company) Smaller reporting company |_|

PART I

Page ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 15 ITEM 1B. UNRESOLVED STAFF COMMENTS 20 ITEM 2. PROPERTIES 20 ITEM 3. LEGAL PROCEEDINGS 22 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 23 EXECUTIVE OFFICERS OF THE REGISTRANT 23

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 25

ITEM 6. SELECTED FINANCIAL DATA 27 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS 28 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 48 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 48 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE 86 ITEM 9A. CONTROLS AND PROCEDURES 86 ITEM 9B. OTHER INFORMATION 86

PART III

PART IV

As used herein, the “Company” refers to Oshkosh Corporation, including JLG Industries, Inc. and its wholly-owned subsidiaries (“JLG”), Pierce Manufacturing Inc. (“Pierce”), McNeilus Companies, Inc. (“McNeilus”) and its wholly-owned subsidiaries, Kewaunee Fabrications, LLC (“Kewaunee”), Medtec Ambulance Corporation (“Medtec”), JerrDan Corporation (“JerrDan”), Concrete Equipment Company, Inc. and its wholly-owned subsidiary (“CON-E-CO”), London Machinery Inc. and its wholly-owned subsidiary (“London”), Geesink Group B.V., Norba A.B. and Geesink Norba Limited and their wholly-owned subsidiaries (together, “Geesink”), BAI Brescia Antincendi International S.r.l. and its wholly-owned subsidiary (“BAI”), Oshkosh Specialty Vehicles, Inc., AK Specialty Vehicles B.V. and Frontline Holdings, Inc. (together, “OSV”) and Iowa Mold Tooling Co., Inc. and its wholly-owned subsidiary (“IMT”). “Oshkosh” refers to Oshkosh Corporation, not including JLG, Pierce, McNeilus, Kewaunee, Medtec, JerrDan, CON-E-CO, London, Geesink, BAI, OSV, IMT or any other subsidiaries.

The “Oshkosh ® ,” “JLG ® ,” “Pierce ® ,” “MEDTEC ® ,” “Jerr-Dan ® ,” “BAI™,” “Frontline™,” “SMIT™,” “McNeilus ® ,” “CON-E-CO ® ,” “London ® ,” “Geesink™,” “Norba™,” “Kiggen™,” “IMT ® ,” “SkyTrak ® ,” “Lull ® ,” “Toucan ® ,” “Liftlux ® ,” “Revolution ® ,” “Command Zone™,” “All-Steer ® ,” “TAK-4 ® ,” “Hercules™,” “Husky,™” “Velocity™,” “Impel™,” “Smart-Pak ® ,” “PUC™,” “Liftpod™,” “ClearSky™,” “Auto Reach ® ,” “Sky-Arm ® ,” “TerraMax™” and “ProPulse ® ” trademarks and related logos are trademarks or registered trademarks of the Company. All other product and service names referenced in this document are the trademarks or registered trademarks of their respective owners.

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

For ease of understanding, the Company refers to types of specialty vehicles for particular applications as “markets.” When the Company refers to “market” positions, these comments are based on information available to the Company concerning units sold by those companies currently manufacturing the same types of specialty vehicles and vehicle bodies and are therefore only estimates. Unless otherwise noted, these market positions are based on sales in the United States of America. There can be no assurance that the Company will maintain such market positions in the future.

Cautionary Statement About Forward-Looking Statements The Company believes that certain statements in “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other statements located elsewhere in this Annual Report on Form 10-K are “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 2009 Outlook” are forward-looking statements. When used in this Annual Report on Form 10-K, 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. In addition, the Company’s expectations for fiscal 2009 are based in part on certain assumptions made by the Company, which are generally set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Assumptions.” Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in Item 1A of Part I of this report.

All forward-looking statements, including those under the captions “Executive Overview” and “Fiscal 2009 Outlook” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” speak only as of November 14, 2008. The Company assumes no

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 87 ITEM 11. EXECUTIVE COMPENSATION 87 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS 87 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND

DIRECTOR INDEPENDENCE 88 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 88

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE 89 SIGNATURES 90

obligation, and disclaims any obligation, to update information contained in this Annual Report on Form 10-K. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all. Without limitation, it is no longer the intention of the Company to make any public dissemination of any determination that it expects the Company’s earnings per share for future periods for which projections are contained in this Annual Report on Form 10-K to be lower than those projections other than in the Company’s next regularly scheduled quarterly earnings press release and conference call.

PART I

The Company The Company is a leading designer, manufacturer and marketer of a broad range of specialty vehicles and vehicle bodies. The Company operates in four segments: access equipment, defense, fire & emergency and commercial. Oshkosh began business in 1917 and was among the early pioneers of four-wheel drive technology. In 1981, Oshkosh was awarded the first Heavy Expanded Mobility Tactical Truck (“HEMTT”) contract for the U.S. Department of Defense (“DoD”), and quickly its defense segment developed into the DoD’s leading supplier of severe-duty, heavy-payload tactical trucks. As the leading manufacturer of severe-duty, heavy- and medium-payload tactical trucks for the DoD, the Company manufactures vehicles that perform a variety of demanding tasks such as hauling tanks, missile systems, ammunition, fuel and cargo for combat units. In 1996, the Company began a strategic initiative to diversify its business by making selective acquisitions in attractive segments of the specialty vehicle and vehicle body markets to complement its defense truck business.

In September 1996, the Company entered the firefighting apparatus market through the acquisition of Pierce, a domestic market leader in manufacturing and marketing of firefighting vehicles. The Company subsequently expanded into additional emergency response and geographic markets to form its fire & emergency segment. This segment manufactures commercial and custom firefighting vehicles and equipment, aircraft rescue and firefighting (“ARFF”) vehicles, snow removal vehicles, ambulances, wreckers, carriers and other emergency vehicles primarily sold to fire departments, airports, other governmental units and towing companies in the U.S. 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 North America and abroad.

In February 1998, the Company significantly increased its presence in the commercial segment through the acquisition of McNeilus, a concrete mixer and refuse collection vehicle manufacturer. Since that time, the Company has acquired additional businesses serving these markets and other adjacent markets. This segment manufactures rear- and front-discharge concrete mixers, refuse collection vehicles, mobile and stationary compactors and waste transfer units, portable and stationary concrete batch plants and vehicle components sold to ready-mix companies and commercial and municipal waste haulers in North America, Europe and other international markets and field service vehicles and truck-mounted cranes sold to mining, construction and other companies in the U.S. and abroad.

In December 2006, the Company entered the access equipment market (defined as aerial work platforms and telehandlers) through the acquisition of JLG, the Company’s largest and most recent acquisition, to form its access equipment segment. Founded in 1969, JLG is a leading global producer of access equipment based on gross revenues. The access equipment segment manufactures aerial work platforms and telehandlers used in a wide variety of construction, industrial, institutional and general maintenance applications to position workers and materials at elevated heights. Access equipment customers include equipment rental companies, construction contractors, manufacturing companies, home improvement centers and the U.S. military.

The result of this diversification and acquisition initiative to date has been an increase in sales from $413 million in fiscal 1996 to $7.1 billion in fiscal 2008.

The Company believes it has developed a reputation for excellent product quality, performance and reliability at low total product life cycle costs in each of the specialty markets in which it participates. The Company has strong brand recognition in its markets and has demonstrated design and engineering capabilities through the introduction of several highly engineered proprietary components that increase the operating performance of the Company’s products. The Company has developed comprehensive product and service portfolios for many of its markets in an effort to become a single-source supplier for its customers, including third-party customer lease financing programs for its fire & emergency products and certain commercial products through its wholly-owned subsidiary, Oshkosh Equipment Finance, L.L.C., doing business as Oshkosh Capital (“Oshkosh Capital”); for its access equipment products through its wholly-owned subsidiary, Access Financial Solutions, Inc.; and for certain of its commercial products through the Company’s interest in Oshkosh/McNeilus Financial Services Partnership (“OMFSP”).

See Note 20 to the Consolidated Financial Statements for financial information related to the Company’s business segments.

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ITEM 1. BUSINESS

Competitive Strengths The following competitive strengths support the Company’s business strategy:

Strong Market Positions . The Company has developed strong market positions and brand recognition in its core businesses, which the Company attributes to its reputation for quality products, advanced engineering, innovation, vehicle performance, reliability, customer service and low total product life cycle costs.

Extensive Distribution Capabilities . The Company has established an extensive domestic and international distribution system for specialty vehicles and vehicle bodies tailored to each market. The Company utilizes networks of dealers and distributors in markets characterized by a large, fragmented customer base. The Company employs direct in-house sales and service representatives in markets characterized by a concentrated customer base. In addition, the Company’s access equipment segment sells to independent rental companies to reach its various markets.

Flexible and Efficient Manufacturing . Over the past 12 years, the Company has significantly increased manufacturing efficiencies. The Company believes it has competitive advantages over larger vehicle manufacturers in its specialty vehicle markets due to its manufacturing flexibility and custom fabrication capabilities. In addition, the Company believes it has competitive advantages over smaller vehicle and vehicle body manufacturers due to the Company’s relatively higher volumes of similar products that permit the use of moving assembly lines and allow the Company to leverage purchasing power opportunities across product lines.

Diversified Product Offering and Customer Base . The Company’s broad product offerings and target markets serve to diversify its sources of revenues, mitigate the impact of economic cycles and provide multiple platforms for potential internal growth and acquisitions. For each of the Company’s target markets, the Company has developed or acquired a broad product line in an effort to become a single-source provider of specialty vehicles, vehicle bodies, parts and service and related products to the Company’s customers.

Strong Management Team . The present management team has successfully executed a strategic repositioning of the Company’s business while significantly improving its financial and operating performance since 1996. With each acquisition, the Company assimilated the management and culture of the acquired company and has introduced, and continues to introduce, new strategies intended to increase sales and use the Company’s expertise in purchasing, engineering and manufacturing to reduce costs.

Quality Products and Customer Service . The Company’s products have developed strong brand recognition based on the Company’s commitment to meet the stringent product quality and reliability requirements of its customers and the specialty vehicle and vehicle body markets it serves. The Company’s commitment to product quality is exemplified by the ISO 9001 certification of most of the Company’s facilities. The Company also achieves high quality customer service through its extensive parts and service support program, which is available to domestic customers 365 days a year in all product lines throughout the Company’s distribution systems.

Proprietary Components . The Company’s advanced design and engineering capabilities have contributed to the development of proprietary, severe-duty components that enhance vehicle performance, reduce manufacturing costs and strengthen customer relationships. These proprietary components include front drive and steer axles, transfer cases, cabs, TAK-4 independent suspension, the Pierce Ultimate Configuration (“PUC”) vehicle configuration, the Hercules and Husky foam systems, the Command Zone embedded diagnostics multiplexing technology, the McNeilus Auto Reach Arm for automated side-loading refuse collection vehicles, Geesink’s SmartPak compaction system, JerrDan’s vehicle recovery system, JLG’s electronic control system, the Pro-Pulse hybrid electric drive technology and the TerraMax autonomous vehicle navigation system. The Company also has an exclusive license to manufacture and market the Revolution composite concrete mixer drum in North, Central and South America and the Caribbean (the “Americas”) and Europe and a 20-year license to use certain Caterpillar Inc. (“Caterpillar”) intellectual property in connection with the design and manufacture of Caterpillar-branded telehandler products. The Company believes these proprietary components provide the Company a competitive advantage by increasing its products’ durability, operating efficiency and performance. The integration of many of these components across various product lines also reduces the Company’s costs to manufacture its products compared to manufacturers who simply assemble purchased components.

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Business Strategy The Company is focused on increasing its net sales, profitability and cash flow and strengthening its balance sheet by capitalizing on its competitive strengths and pursuing a comprehensive, integrated business strategy. Key elements of the Company’s business strategy include:

Focusing on Cost Management and Debt Reduction . In light of significantly lower demand in certain of the Company’s businesses as a result of the global economic downturn, escalating steel and other costs and the Company’s significant leverage, the Company’s primary near term focus is on cost management and reduction as well as generating cash for debt reduction. Over the last several months, the Company has reduced its global workforce by approximately 10% and cut discretionary spending in a manner the Company believes will yield over $100 million of annual spending reductions. The Company has also focused significant attention on reducing working capital to free up cash for debt reduction, primarily through tighter controls over production and inventory reduction programs. The Company expects to continue these and

additional activities throughout fiscal 2009 to reduce its cost structure and accelerate debt reduction.

Providing Superior Quality and Service to Each Market . The Company generally markets a premium product line in each of its markets and seeks to provide superior quality and service in each market to sustain its premium product positioning. In times of weak economic conditions, the Company believes that providing superior quality and service is even more important as customers look to partner with suppliers they know will be there to help them through tough conditions. Each of the Company’s businesses maintains active programs involving customer outreach, design and manufacturing quality and supplier certification to assure superior product quality. Quality metrics are maintained at each business to drive continuous improvement.

The Company sustains its quality reputation with a strong aftermarket focus. The Company actively tailors distribution and service to each of its domestic and international markets. The Company utilizes dealers and distributors in markets characterized by a large, fragmented customer base. The Company uses its owned or leased facilities and in-house sales representatives in markets characterized by a concentrated customer base, supplemented by a network of nationwide service representatives. In addition, the Company’s access equipment segment sells to independent rental companies to reach its various markets. The Company believes that this distribution and service model provides frequent contact with customers and timely service at a reasonable cost. Because the Company’s vehicles must be ready to go to war, fight a fire, rescue, clean up, tow, broadcast, build and perform other critical missions, the Company globally has actively been expanding Company-owned service locations, opening remanufacturing facilities, encouraging dealers to expand service locations and adding roving service vans to maintain high readiness levels of its installed fleets.

Pursuing Global Growth . The Company believes that opportunities exist to develop or increase distribution of its products, particularly in the access equipment segment, in global markets including developing countries in Asia, Eastern Europe, the Middle East and Latin America. The Company expects it will continue to establish additional sales and service operations in these markets over the next several years as well as invest in low-cost country manufacturing facilities and sourcing operations in these regions to support these growth opportunities.

Introducing New Products . The Company has maintained an emphasis on new product development as it seeks to expand sales by leading its core markets in the introduction of new or improved products and new technologies, through internal development, strategic acquisitions or licensing of technology. In fiscal 2008, the Company invested $92.0 million in development activities for new products and product enhancements. The Company believes it is at the forefront of commercializing emerging technologies that are capable of important changes in customer uses of its products, such as the TerraMax autonomously operated vehicle, the ProPulse hybrid-electric drive, the Revolution composite concrete mixer drum, the PUC vehicle configuration and the ClearSky telematics solution.

Focusing on Lean Operations . The Company seeks to deliver high performance products to customers at both low total product life cycle costs and low acquisition prices. Historically, the Company has actively benchmarked competitor costs and best industry practices and utilized teams of industrial engineers and procurement specialists to re-engineer manufacturing processes and leverage purchasing volumes to meet these objectives. Since 1996, the Company’s corporate strategic purchasing group has procured approximately two-thirds of all materials and components Company-wide to leverage the Company’s full purchasing power. In fiscal 2008, the Company combined its strategic purchasing teams globally into a single organization led by an externally recruited chief procurement officer to capture the Company’s full purchasing power across its businesses and to promote low cost country sourcing. Beginning in fiscal 2004, the Company adopted a more comprehensive, lean enterprise focus to continue its drive to be a low cost producer in all of its product lines and to deliver low product life cycle costs for its customers. Lean is a methodology to eliminate non-value added work from a process stream. In fiscal 2006, the Company expanded its lean initiative with the creation of chartered cost reduction teams at all businesses and the introduction of broad-based training programs. By utilizing teams comprised of individuals with significant lean experience to train the Company’s business units in lean skills, the Company has been able to introduce lean concepts to a number of its businesses. These teams have since been assimilated into the businesses and continue to implement lean cost saving programs. In fiscal 2008, the Company created the new position of executive vice president of global manufacturing services to continue to improve its operations. This individual will lead the Company’s global manufacturing efforts as the Company continually works to improve productivity and other key performance measures at the Company’s current facilities as well as expand its global footprint. As a result of this lean focus, the Company expects to reduce product costs, manufacturing lead times and new product development cycle times over the next several years.

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Focusing on Specialty Vehicle and Vehicle Body Markets . The Company plans to continue its focus on those specialty vehicle and vehicle body markets where it has or can acquire strong market positions over time and where the Company believes it can leverage synergies in purchasing, manufacturing, technology and distribution to increase sales and profitability. The Company believes the higher sales volumes associated with strong market positions will allow the Company to continue to enhance productivity in manufacturing operations, capitalize on extensive distribution capabilities, fund innovative product development and invest in further expansion. In addition to the Company’s plans to increase its market share and profitability, the Company believes each of the Company’s specialty vehicle and vehicle body markets, both domestically and internationally, exhibit opportunities for further market growth.

Pursuing Strategic Acquisitions. The Company’s present management team has successfully negotiated and integrated fifteen acquisitions since 1996 that, taken as a whole, have significantly increased the Company’s sales and earnings. Following the completion of additional integration tasks for the JLG acquisition and significant planned de-leveraging, in fiscal 2011, the Company intends to resume its pursuit of strategic acquisitions, both domestically and internationally, to enhance its product offerings and expand its international presence in specialty

vehicle and vehicle body markets. The Company’s acquisition strategy is focused on opportunities that provide or enhance the Company’s ability to provide a full range of products to customers in growing specialty vehicle and vehicle body markets where the Company can improve its strong market positions and achieve significant acquisition synergies.

Products The Company is focused on the following core segments of the specialty vehicle and vehicle body markets:

Access Equipment Segment . In December 2006, through its JLG acquisition, the Company became a leading worldwide manufacturer of a wide range of aerial work platforms, telehandlers, scissor lifts and vertical masts used in a variety of construction, agricultural, industrial, institutional and general maintenance applications to safely and efficiently position workers and materials at elevated heights that might otherwise have to be reached by scaffolding, ladders, cranes or other means.

In October 2005, JLG entered into a 20-year strategic alliance with Caterpillar related to the design, manufacture and global sale of Caterpillar-branded telehandlers. JLG’s manufacture and sale of Caterpillar-branded telehandlers commenced in July 2006.

JLG, through its wholly-owned subsidiary Access Financial Solutions, Inc., also arranges equipment financing and leasing solutions for its customers, primarily through private-label arrangements with independent third-party financial companies, and provides credit support in connection with these financing and leasing arrangements. Financing arrangements that JLG offers or arranges through this segment include installment sale contracts, capital leases, operating leases and rental purchase guarantees. Terms of these arrangements vary depending on the type of transaction, but typically range between 36 and 72 months and generally require the customer to be responsible for insurance, taxes and maintenance of the equipment, and to bear the risk of damage to or loss of the equipment.

Defense Segment . The Company has sold products to the DoD for over 80 years. The Company’s proprietary military all-wheel drive product line of heavy-payload tactical trucks includes the HEMTT, the Heavy Equipment Transporter (“HET”), the Palletized Load System (“PLS”), the Common Bridge Transporter (“CBT”) and the Logistic Vehicle System Replacement (“LVSR”). The Company’s proprietary military medium-payload tactical trucks include the Medium Tactical Vehicle Replacement (“MTVR”) and the Medium Tactical Truck (“MTT”), a line of lower-cost, severe-duty, medium-payload tactical trucks suitable for less demanding requirements than the MTVR. The Company also exports severe-duty heavy- and medium-payload tactical trucks to approved foreign customers.

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The Company has developed and maintained a strong relationship with the DoD over the years and has established itself as a proven supplier. The DoD recently awarded the Company a multi-year, firm, fixed-priced requirements contract for production of the Family of Heavy Tactical Vehicles (“FHTV”). This contract follows an existing FHTV contract awarded in February 2007. The contract includes the production of the HEMTT, HEMTT-ESP (“Extended Service Program”), PLS and PLS Trailer as well as associated logistics and configuration management support. As a result of significant usage of the Company’s heavy-payload tactical trucks in Operation Iraqi Freedom and the Company’s performance under the initial contract, the Company was awarded a five-year follow-on, fixed-price indefinite delivery, indefinite quantity (“ID/IQ”) contract in September 2004 to rebuild Oshkosh heavy-payload defense trucks and trailers deployed in Iraq. As funds become available to the DoD, the ID/IQ allows the DoD to contract with Oshkosh to rebuild Oshkosh defense trucks and trailers at fixed prices over a five-year period ending in September 2009.

In May 2006, the DoD awarded Oshkosh a production contract for the LVSR vehicle and associated manuals, vehicle kits, test support and training for the U.S. Marine Corps. The Company estimates that this fixed-price ID/IQ contract has a value of $740.2 million based on a production quantity of 1,592 units over a six-year period. The contract allows for the purchase of up to 1,900 cargo, wrecker and fifth-wheel LVSR variants. The Company delivered the first units under the contract in fiscal 2007 and expects that full scale production will begin in the second half of fiscal 2009.

In April 2008, the Company entered into an exclusive teaming arrangement for the rights to market and produce the SandCat, a highly mobile, armored light tactical vehicle. This vehicle is designed for high speed operation on or off road, while at the same time providing significant armor protection to its occupants. The Company believes the SandCat fills a unique niche that will be of interest to militaries around the world. The Company is currently marketing the SandCat to the DoD and foreign militaries.

The Company’s objective is to continue to diversify into other areas of the U.S. and international defense truck markets by expanding applications, uses, and vehicle body styles of its current tactical truck lines. As the Company enters tactical truck competitions in the defense market segment, the Company believes it has multiple competitive advantages, including:

• Truck engineering and testing . DoD and international truck contract competitions require significant defense truck engineering expertise to ensure that a company’s truck excels under demanding test conditions. The Company has a team of engineers and draftsmen and engages contract engineers to support current business and truck contract competitions. These personnel have significant expertise designing new trucks, using sophisticated computer-aided tools, supporting grueling testing programs at test sites and submitting detailed, comprehensive, successful contract proposals.

Fire & Emergency Segment . Through Pierce, the Company is a leading domestic manufacturer of fire apparatus assembled on custom chassis, designed and manufactured by Pierce to meet the special needs of firefighters. Pierce also manufactures fire apparatus assembled on commercially available chassis, which are produced for multiple end-customer applications. Pierce’s engineering expertise allows it to design its vehicles to meet stringent industry guidelines and government regulations for safety and effectiveness. Pierce primarily serves domestic municipal customers, but also sells fire apparatus to airports, universities and large industrial companies, and in international markets. Pierce’s history of innovation and research and development in consultation with firefighters has resulted in a broad product line that features a wide range of innovative, high-quality custom and commercial firefighting equipment with advanced fire suppression capabilities. In an effort to be a single-source supplier for its customers, Pierce offers a full line of custom and commercial fire apparatus and emergency vehicles, including pumpers, aerial and ladder trucks, tankers, light-, medium- and heavy-duty rescue vehicles, wildland rough terrain response vehicles, mobile command and control centers, bomb squad vehicles, hazardous materials control vehicles and other emergency response vehicles.

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Through JerrDan, the Company is a leading manufacturer and marketer of towing and recovery equipment in the U.S. The Company believes JerrDan is recognized as an industry leader in quality and innovation. JerrDan offers a complete line of both roll-back carriers (“carriers”) and traditional tow trucks (“wreckers”). In addition to manufacturing equipment, JerrDan provides its customers with one-stop service for carriers and wreckers and generates revenue from the installation of equipment, as well as the sale of chassis and service parts.

The Company, through its Oshkosh and BAI brands, is among the leaders in sales of ARFF vehicles to domestic and international airports. These highly specialized vehicles are required to be in service at most airports worldwide to support commercial airlines in the event of an emergency. Many of the world’s largest airports, including LaGuardia International Airport, O’Hare International Airport, Hartsfield-Jackson International Airport and Dallas/Fort Worth International Airport in the U.S. and airports located in Montreal and Toronto, Canada; Rome and Milan, Italy and Shanghai, Hangzhou, and Beijing, China, are served by the Company’s ARFF vehicles. The Company believes that the performance and reliability of its ARFF vehicles contribute to the Company’s strong position in this market.

The Company is a global leader in airport snow removal vehicles. The Company’s specially designed airport snow removal vehicles can cast up to 5,000 tons of snow per hour and are used by some of the largest airports in the world, including Denver International Airport, LaGuardia International Airport, Minneapolis-St. Paul International Airport and O’Hare International Airport in the U.S. and Beijing, China, Montreal, Canada and St. Petersburg, Russia internationally. The Company believes that the reliability of its high performance snow removal vehicles and the speed with which they clear airport runways contribute to its strong position in this market.

Through Medtec, the Company is one of the leading U.S. manufacturers of custom ambulances for private and public transporters and fire departments. Medtec markets a full line of ambulances including smaller Type II van style ambulances, larger Type I and Type III ambulances, as well as large “Additional Duty” ambulances. Type I ambulances feature a conventional style, light- or medium-duty chassis with a modular patient transport body mounted separately behind the vehicle cab. Type II ambulances are smaller van style ambulance units typically targeted to value conscious and transport ambulance services. Type III ambulances are built on light-duty van chassis with a walk-through opening into the patient transport body which is mounted behind the vehicle cab.

Through OSV, the Company is one of the leaders in the manufacturing of mobile medical vehicles for North American and European medical centers and service providers. OSV is the only mobile medical vehicle manufacturer certified by all major original equipment manufacturers of medical diagnostic imaging equipment — General Electric Company, Royal Philips Electronics and Siemens AG. OSV is also a leading manufacturer, system designer and integrator of custom vehicles for the broadcast industry, where the Company, under its Frontline brand, markets a full line of television broadcast, satellite news gathering and microwave transmission electronic news gathering vehicles to broadcasters, TV stations, broadcast production, radio stations and NASA. OSV also manufactures mobile command and control centers and simulation units for sale to police, fire and other government agencies in the U.S.

Through BAI, the Company is one of the leaders in manufacturing and marketing fire apparatus and equipment to municipalities and airports throughout Europe, the Middle East and Africa. BAI produces a wide range of firefighting vehicles, ARFF units, industrial firefighting vehicles and forest firefighting vehicles.

• Proprietary components . The Company’s patented TAK-4 independent suspension and proprietary transfer case enhance its trucks’ off-road performance. In addition, because these are two of the highest cost components in a truck, the Company has a competitive cost-advantage based on the in-house manufacturing of these two truck components. The Company’s Command Zone tool also simplifies maintenance troubleshooting.

• Past performance . The Company has been building trucks for the DoD for over 80 years. The Company believes that its past success in delivering reliable, high quality trucks on time, within budget and meeting specifications is a competitive advantage in future defense truck procurement programs. The Company understands the special contract procedures used by the DoD and other foreign armies and has developed substantial expertise in contract management and accounting.

• Flexible manufacturing . The Company’s ability to produce a variety of truck models on the same moving assembly line permits it to avoid facilitation costs on most new contracts and maintain competitive manufacturing efficiencies.

• Logistics . The Company has gained significant experience in the development of operators’ manuals and training and in the delivery of parts and services worldwide in accordance with the DoD’s expectations, which differ materially from commercial practices. The Company has logistics capabilities to permit the DoD to order parts, receive invoices and remit payments electronically.

The Company offers three- to fifteen-year municipal lease financing programs to its fire & emergency segment customers in the U.S. through Oshkosh Capital. Programs include competitive lease financing rates, creative and flexible finance arrangements and the ease of one-stop shopping for customers’ equipment and financing. The lease financing transactions are executed through a private label arrangement with an independent third-party finance company.

Commercial Segment . Through McNeilus and Geesink, the Company is a leading North American and European manufacturer of refuse collection vehicles for the waste services industry. Through Oshkosh, McNeilus, London and CON-E-CO, the Company is a leading manufacturer of front- and rear-discharge concrete mixers and portable and stationary concrete batch plants for the concrete ready-mix industry throughout the Americas. Through IMT, the Company is a leading North American manufacturer of field service vehicles and truck-mounted cranes for the construction, equipment dealer, building supply, utility, tire service and mining industries. The Company believes its commercial segment vehicles and equipment have a reputation for efficient, cost-effective, dependable and low maintenance operation.

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In March 2002, the Company introduced the rear-discharge Revolution concrete mixer drum, which is constructed of lightweight composite materials. In fiscal 2006, the Company launched the sale of front-discharge Revolution drums. Since the introduction of the first concrete mixer drum about 90 years ago, the Company believes all commercially successful drums worldwide had been produced utilizing steel until the launch of the Revolution. The Company believes the Revolution was the first composite concrete mixer drum ever produced. The Revolution drum offers improved concrete payload on a vehicle and longer drum life, which lowers the cost per yard of concrete delivered. The Company’s strategy has been to sell the Revolution drum as a premium-priced product as the Company believes the Revolution drum yields a quick payback to customers through increased productivity and lower operating costs. The Company is required to pay to its Australian partner royalty fees for each drum sold.

The Company, through OMFSP, an affiliated financial services partnership, offers three- to seven-year tax advantaged lease financing to concrete mixer customers, concrete batch plant customers and commercial waste haulers in the U.S. Offerings include competitive lease financing rates and the ease of one-stop shopping for customers’ equipment and financing.

Marketing, Sales, Distribution and Service The Company believes it differentiates itself from many of its competitors by tailoring its distribution to the needs of its specialty vehicle and vehicle body markets and with its national and global sales and service capabilities. Distribution personnel show customers how to use the Company’s vehicles and vehicle bodies properly. In addition, the Company’s flexible distribution is focused on meeting customers on their terms, whether on a jobsite, in an evening public meeting or at a municipality’s offices, compared to the showroom sales approach of the typical dealers of large vehicle manufacturers. The Company backs all products with same-day parts shipment, and its service technicians are available in person or by telephone to domestic customers 365 days a year. The Company believes its dedication to keeping its products in-service in demanding conditions worldwide has contributed to customer loyalty.

The Company provides its salespeople, representatives and distributors with product and sales training on the operation and specifications of its products. The Company’s engineers, along with its product managers, develop operating manuals and provide field support at vehicle delivery.

U.S. dealers and representatives enter into agreements with the Company that allow for termination by either party generally upon 90 days notice. Dealers and representatives, except for those utilized by JLG, JerrDan, Medtec and IMT, are generally not permitted to market and sell competitive products.

Access Equipment Segment . JLG’s products are marketed in over 3,500 locations worldwide through independent rental companies and distributors that purchase JLG products and then rent or sell them and provide service support, as well as through other sales and service branches or organizations in which the Company holds equity positions. North American customers are located in all 50 states in the U.S., as well as in Canada and Mexico. International customers are located in Europe, the Asia/Pacific region, Australia, Africa, the Middle East and Latin America. JLG’s factory sales force is comprised of approximately 190 employees worldwide. In North America, teams of sales employees are dedicated to specific major customers, channels or geographic regions. JLG’s sales employees in Europe and the rest of the world are spread among JLG’s approximately 20 international sales and service offices.

Defense Segment . The Company sells substantially all of its domestic defense products directly to principal branches of the DoD. The Company maintains a liaison office in Washington, D.C. to represent its interests with the Pentagon, Congress and the offices of the Executive Branch of the U.S. government and other national government agencies. The Company also sells and services defense products to approved foreign governments directly through a limited number of international sales offices, through dealers, consultants and representatives and through the U.S. Foreign Military Sales (“FMS”) program.

The Company maintains a marketing staff and engages consultants to regularly meet with all branches of the Armed Services, Reserves and National Guard, with representatives of key military bases and with other defense contractors to determine their vehicle requirements and identify specialty truck variants and apparatus required to fulfill their missions.

In addition to marketing its current truck offerings and competing for new contracts in the heavy- and medium-payload segment, the Company actively works with the Armed Services to develop new applications for its vehicles and expand its services.

Logistics services are increasingly important to the DoD, especially following the commencement of Operation Iraqi Freedom. The Company believes that its proven worldwide logistics capabilities and internet-based ordering, invoicing and electronic payment systems have significantly contributed to the expansion of its defense parts and service business since fiscal 2002, following the commencement of Operation Iraqi Freedom. The Company maintains a large parts distribution warehouse in Milwaukee, Wisconsin to fulfill stringent parts delivery schedule requirements, as well as satellite facilities near DoD bases in the U.S., Europe, Asia, and the Middle East. The Company has been particularly active in recent years performing maintenance and armoring services at areas near, or in, military conflicts including in the Middle East to support Operation Iraqi Freedom.

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Fire & Emergency Segment . The Company believes the geographic breadth, size and quality of its Pierce fire apparatus sales and service organization are competitive advantages in a market characterized by a few large manufacturers and numerous small, regional competitors. Pierce’s fire apparatus are sold through over 30 independent sales and service organizations with more than 250 sales representatives nationwide, which combine broad geographical reach with frequency of contact with fire departments and municipal government officials. These sales and service organizations are supported by approximately 70 product and marketing support professionals and contract administrators at Pierce. The Company believes frequency of contact and local presence are important to cultivate major, and typically infrequent, purchases involving the city or town council, fire department, purchasing, finance and mayoral offices, among others, that may participate in a fire apparatus bid and selection. After the sale, Pierce’s nationwide local parts and service capability is available to help municipalities maintain peak readiness for this vital municipal service.

The Company markets its Oshkosh-branded ARFF vehicles through a combination of three direct sales representatives domestically and 41 representatives and distributors in international markets. Certain of these international representatives and distributors also handle Pierce products. In addition, the Company has 30 full-time sales and service representatives and distributor locations with over 58 sales people focused on the sale of snow removal vehicles, principally to airports, but also to municipalities, counties and other governmental entities in the U.S. and Canada. In addition, the Company maintains offices in Dubai, United Arab Emirates and Beijing and Shanghai, China to support ARFF and snow removal vehicle sales in the Middle East, China and Southeast Asia.

Medtec sells ambulances through more than 20 independent distributor organizations with over 70 representatives focused on sales to the ambulance market. JerrDan markets its carriers and wreckers through its worldwide network of 93 independent distributors, supported by JerrDan’s direct sales force. OSV markets its mobile medical trailers and broadcast vehicles through 28 in-house sales and service representatives in the U.S. and three in-house sales and service representatives in Europe. BAI sells firefighting vehicles and equipment direct in the Italian market. Internationally, BAI has agreements with a limited number of distributors and uses sales agents for “one-off” sales in countries that do not buy in large quantities on a regular basis. Most of BAI’s international distribution is focused in the Middle East, Europe and Africa.

Commercial Segment . The Company operates 21 distribution centers with over 170 in-house sales and service representatives in the U.S. to sell and service refuse collection vehicles, rear- and front-discharge concrete mixers and concrete batch plants. These centers are in addition to sales and service activities at the Company’s manufacturing facilities, and they provide sales, service and parts distribution to customers in their geographic regions. Three of the distribution centers also have paint facilities and provide significant additional paint and mounting services during peak demand periods. One of the centers also manufactures concrete mixer replacement drums. The Company also uses 15 independent sales and service organizations to market its CON-E-CO branded concrete batch plants. The Company believes this network represents one of the largest concrete mixer, concrete batch plant and refuse collection vehicle distribution networks in the U.S.

In Canada, the Company operates two distribution centers with 10 outside and in-house sales and service representatives to sell and service its rear-discharge concrete mixers, refuse collection vehicles and concrete batch plants.

In Europe, through Geesink, the Company operates 22 distribution centers with more than 80 in-house sales and service representatives in nine countries to sell and service its refuse collection vehicles and stationary compactors. Three of the centers have paint facilities, and five of the centers provide mounting services. The Company also operates 70 roving service vans throughout Europe. The Company believes this network represents one of the largest refuse collection vehicle distribution networks in Europe. Geesink also has sales and service agents in Europe and the Middle East.

The Company believes its direct distribution to customers is a competitive advantage in concrete mixer and refuse collection vehicle markets, particularly in the U.S. waste services industry where principal competitors distribute through dealers, and to a lesser extent in the ready mix concrete industry, where several competitors and the Company in part use dealers. The Company believes direct distribution permits a more focused sales force in the U.S. concrete mixer and refuse collection vehicle market, whereas dealers frequently offer a very broad and mixed product line, and accordingly, the time dealers tend to devote to concrete mixer and refuse collection vehicle sales activities is limited.

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With respect to distribution, the Company has been applying Oshkosh’s and Pierce’s sales and marketing expertise in municipal markets to increase sales of McNeilus refuse collection vehicles to municipal customers. While the Company believes commercial customers represent a majority of the refuse collection vehicle market, many municipalities purchase their own refuse collection vehicles. The Company believes it is positioned to create an effective municipal distribution system in the refuse collection vehicle market by leveraging its existing commercial distribution capabilities and by opening service centers in major metropolitan markets.

The Company also has established an extensive network of representatives and dealers throughout the Americas for the sale of Oshkosh, McNeilus, CON-E-CO and London concrete mixers, concrete batch plants and refuse collection vehicles. The Company coordinates among its various businesses to respond to large international tenders with its most appropriate product offering for the tender.

IMT distributes its products through approximately 100 dealers with a total of 110 locations worldwide, including approximately 30 international dealers. International dealers are primarily located in Central and South America, Australia and Asia and are primarily focused on mining and construction markets. The Company believes this network represents one of the most extensive networks in its market.

Manufacturing As of November 14, 2008, the Company manufactures vehicles and vehicle bodies at 60 manufacturing facilities. To reduce production costs, the Company maintains a continuing emphasis on the development of proprietary components, self-sufficiency in fabrication, just-in-time inventory management, improvement in production flows, interchangeability and simplification of components among product lines, creation of jigs and fixtures to ensure repeatability of quality processes, utilization of robotics, and performance measurement to assure progress toward cost reduction targets. The Company encourages employee involvement to improve production processes and product quality. The Company is in the process of adopting lean manufacturing management practices across all facilities.

The Company focuses on achieving targeted synergies with each acquisition. The Company seeks to relocate activities to the lowest cost facilities, install robotic and high speed manufacturing equipment, introduce lean production processes and minimize material handling to enhance the operations of acquired businesses.

The Company recognizes the importance of maintaining efficient factories to be a low cost producer and to have the capacity needed to meet customer demands. Accordingly, the Company has conducted numerous facility expansions in recent years.

The Company educates and trains all employees at its facilities in quality principles. The Company encourages employees at all levels of the Company to understand customer and supplier requirements, measure performance, develop systems and procedures to prevent nonconformance with requirements and produce continuous improvement in all work processes. ISO 9001 is a set of internationally accepted quality requirements established by the International Organization for Standardization. ISO 9001 certification indicates that a company has established and follows a rigorous set of requirements aimed at achieving customer satisfaction by preventing nonconformity in design, development, production, installation and servicing of products. Most of the Company’s facilities are ISO 9001 certified.

Engineering, Research and Development The Company believes its extensive engineering, research and development capabilities have been key drivers of the Company’s marketplace success. The Company maintains five facilities for new product development and testing with a staff of approximately 265 engineers and technicians who are dedicated to improving existing products and development and testing of new vehicles, vehicle bodies and components. The Company prepares annual new product development plans for each of its markets and measures progress against those plans each month.

Virtually all of the Company’s sales of fire apparatus, broadcast vehicles and mobile medical trailers require some custom engineering to meet the customer’s specifications and changing industry standards. Engineering is also a critical factor in defense vehicle markets due to the severe operating conditions under which the Company’s vehicles are utilized, new customer requirements and stringent government documentation requirements. In the access equipment and commercial segments, product innovation is highly important to meet customers’ changing requirements. Accordingly, in addition to new product development engineers and technicians, the Company maintains a permanent staff of over 450 engineers and engineering technicians, and it regularly outsources some engineering activities in connection with new product development projects.

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For fiscal 2008, 2007 and 2006, the Company incurred engineering, research and development expenditures of $92.0 million, $75.8 million and $42.1 million, respectively, portions of which were recoverable from customers, principally the U.S. government.

Competition

In all of the Company’s segments, competitors include smaller, specialized manufacturers as well as large, mass producers. The Company believes that, in its specialty vehicle and vehicle body markets, it has been able to effectively compete against large, mass producers due to its product quality, flexible manufacturing and tailored distribution systems. The Company believes that its competitive cost structure, strategic global purchasing capabilities, engineering expertise, product quality and global distribution and service systems have enabled it to compete effectively.

Certain of the Company’s competitors have greater financial, marketing, manufacturing and distribution resources than the Company. There can be no assurance that the Company’s products will continue to compete successfully with the products of competitors or that the Company will be able to retain its customer base or to improve or maintain its profit margins on sales to its customers, all of which could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.

Access Equipment Segment . JLG operates in the global construction, maintenance, industrial and agricultural equipment markets. JLG’s competitors range from some of the world’s largest multi-national construction equipment manufacturers to small single-product niche manufacturers. Within this global market, competition for sales of aerial work platform vehicles includes Genie Industries, Inc. (a subsidiary of Terex Corporation), Haulotte Group, Skyjack Inc. (a subsidiary of Linamar Corporation) and over 20 smaller manufacturers. Global competition for sales of telehandler vehicles includes Genie Industries, Inc. (a subsidiary of Terex Corporation), J C Bamford Excavators Ltd., the Manitou Group, Merlo SpA and over 20 smaller manufacturers. In addition, JLG faces competition from numerous manufacturers of other niche products such as boom vehicles, cherry pickers, skid steer loaders, mast climbers, straight mast and vehicle-mounted fork-lifts, rough-terrain and all-terrain cranes, vehicle-mounted cranes, portable material lifts and various types of material handling equipment that offer functionality that is similar to or overlaps that of JLG’s products. Principal methods of competition include brand awareness, product innovation and performance, quality, service and support, product availability and the extent to which a company offers single-source customer solutions. The Company believes its competitive strengths include: premium brand names; broad and single-source product offerings; product quality; worldwide distribution; service and support network; and extensive manufacturing capabilities.

Defense Segment . The Company produces heavy-payload and medium-payload tactical wheeled vehicles for the U.S. and other militaries. Competition for sales of these tactical wheeled vehicles includes BAE Systems plc, Man Group plc, Mercedes-Benz (a subsidiary of Daimler AG), The Volvo Group, International Military and Government LLC (a subsidiary of Navistar International Corporation), Force Protection Inc. and General Dynamics Corp. The principal method of competition in the defense segment involves a competitive bid that takes into account factors as determined by the applicable military, such as price, product performance, product quality, adherence to bid specifications, production capability, past performance and product support. Usually, the Company’s truck systems must also pass extensive testing. The Company believes that its competitive strengths include: strategic global purchasing capabilities leveraged across multiple business segments; extensive pricing/costing and defense contracting expertise; a significant installed base of vehicles currently in use throughout the world; large-scale and high-efficiency manufacturing capabilities; patented and/or proprietary vehicle components such as TAK-4 independent suspension, Oshkosh transfer cases and Command Zone vehicle diagnostics; ability to develop new and improved product capabilities responsive to the needs of its customers; product quality and after-market parts sales and service capabilities.

Fire & Emergency Segment . The Company produces and sells custom and commercial firefighting vehicles in the U.S. under the Pierce brand. Competitors include Rosenbauer International AG, Emergency One, Inc. (owned by American Industrial Partners), Kovatch Mobile Equipment Corp., and numerous smaller, regional manufacturers. Principal methods of competition include brand awareness, the extent to which a company offers single-source customer solutions, product quality, product innovation, dealer distribution, service and support and price. The Company believes that its competitive strengths include: recognized, premium brand name; nationwide network of independent Pierce dealers; extensive, high-quality and innovative product offerings, which include single-source customer solutions for aerials, pumpers and rescue units; large-scale and high-efficiency custom manufacturing capabilities; and proprietary technologies such as the PUC vehicle configuration, TAK-4 independent suspension, Hercules and Husky foam systems and Command Zone electronics.

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Oshkosh manufactures ARFF vehicles for sale in the U.S. and abroad. Oshkosh’s principal competitors for ARFF sales are Rosenbauer International AG and Emergency One, Inc. Oshkosh also manufactures snow removal vehicles, principally for U.S. airports. The Company’s principal competitors for snow removal vehicle sales are Øveraasen AS and Schmidt Equipment & Engineering (a subsidiary of FWD/Seagrave Holdings LP). Principal methods of competition for airport products are product quality and innovation, product performance, price and service. The Company believes its competitive strengths in these airport markets include its high-quality, innovative products and low-cost manufacturing capabilities.

JerrDan produces carriers and wreckers, primarily for sale in the U.S. and Mexico. JerrDan’s principal competitor is Miller Industries, Inc. Principal methods of competition for carriers and wreckers include product quality and innovation, product performance, price and service. The Company believes its competitive strengths in this market include its high quality, innovative and high-performance product line and its low-cost manufacturing capabilities.

BAI manufactures firefighting vehicles, ARFF vehicles and related equipment, primarily for the Italian market, with significant export sales into the Middle East, Europe and Africa. BAI’s principal competitors include Iveco Magirus (a subsidiary of Fiat SpA), Rosenbauer International AG and Sides SaS (a subsidiary of United Technologies Corporation). Principal methods of competition for BAI products include product innovation and price. The Company believes its competitive strengths in these markets include its low-cost manufacturing capability,

distribution network and innovative products.

Medtec is a manufacturer of ambulances, primarily for sale in the U.S. Medtec’s principal competition for ambulance sales is from Halcore Group, Inc. (owned by TransOcean Capital, Inc.), Wheeled Coach Industries (owned by American Industrial Partners), and Marque Inc. /McCoy-Miller, LLC. Principal methods of competition are price, service and product quality. The Company believes its competitive strengths in the ambulance market include its high-quality, fully customizable value-priced products.

OSV is a manufacturer of mobile medical trailers, broadcast and command vehicles. OSV’s principal competition for mobile medical trailers is from Med Coach, LLC and Ellis and Watts International, Inc. OSV’s principal competition for broadcast vehicles is from Wolf Coach (a subsidiary of L-3 Communication Holdings, Inc.) and Television Engineering Corporation. Principal methods of competition are product quality and availability, price and service. The Company believes its competitive strengths in OSV’s markets include its high-quality products, excellent relationships with manufacturers of equipment installed in its vehicles and low-cost manufacturing capabilities.

Commercial Segment . The Company produces front- and rear-discharge concrete mixers and batch plants for the Americas under the Oshkosh, McNeilus, CON-E-CO and London brands. Competition for concrete mixer and batch plant sales includes Terex Corporation, Continental Manufacturing Co. and Kimble Manufacturing Company (a subsidiary of The Hines Corporation). Principal methods of competition are service, product features, product quality, product availability and price. The Company believes its competitive strengths include strong brand recognition, large-scale and high-efficiency manufacturing, extensive product offerings, high product quality, a significant installed base of concrete mixers in use in the marketplace and its nationwide, Company-owned network of sales and service centers.

McNeilus also produces refuse collection vehicles for the Americas. Competitors include The Heil Company (a subsidiary of Dover Corporation), LaBrie Equipment Ltd. and New Way (a subsidiary of Scranton Manufacturing Company, Inc.). In Europe, Geesink produces refuse collection vehicles and compactors under the Geesink, Norba and Kiggen brand names. There are a limited number of European competitors, including Ros Roca S.A./Dennis Eagle Ltd., Faun Umwelttechnik GmbH & Co. and SEMAT (a subsidiary of Officine Mecchaniche Bresciane). The principal methods of competition in the U.S. and Europe are service, product quality, product performance and price. Increasingly, the Company is competing for municipal business and large commercial business in the Americas and Europe, which is based on lowest qualified bid. The Company believes that its competitive strengths in the Americas and European refuse collection vehicle markets include strong brand recognition, comprehensive product offerings, a reputation for high-quality products, large-scale and high-efficiency manufacturing and extensive networks of Company-owned sales and service centers located throughout the U.S. and Europe.

IMT is a manufacturer of field service vehicles and truck-mounted cranes for the construction, equipment dealer, building supply, utility, tire service and mining industries. IMT’s principal field service competition is from Auto Crane Company (owned by Gridiron Capital), Stellar Industries, Inc., Maintainer Corporation of Iowa, Inc. and other regional companies. Competition in truck-mounted cranes comes primarily from European companies including Palfinger AG, Cargotec Corporation and Fassi Group SpA. Principal methods of competition are product quality, price and service. The Company believes its competitive strengths include its high-quality products, global distribution network and low-cost manufacturing capabilities.

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Customers and Backlog Sales to the U.S. government comprised approximately 29% of the Company’s net sales in 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 as of September 30, 2008 decreased 25.9% to $2,353.8 million compared to $3,177.8 million at September 30, 2007. The access equipment segment backlog decreased 61.4% to $330.0 million at September 30, 2008 compared to $854.1 million at September 30, 2007 as a result of weakening markets in Europe and a weaker U.S. economy in addition to the timing of orders that were placed in the prior year when there were capacity constraints in the industry. The defense segment backlog decreased 22.9% to $1,199.2 million at September 30, 2008 compared to $1,554.8 million at September 30, 2007. The Company did not complete negotiations of its current FHTV contract with the DoD until October 31, 2008, which negatively impacted the timing of orders from the DoD. Fire & emergency segment backlog increased 9.6% to $633.2 million at September 30, 2008 compared to $577.5 million at September 30, 2007 due to strong order volume for domestic fire apparatus. Commercial segment backlog at September 30, 2008 was $191.4 million, which was flat with September 30, 2007 backlog. Unit backlog for refuse collection vehicles was up 105.7% domestically compared to September 30, 2007 as customers continued to update their fleets. Unit backlogs for front-discharge and rear-discharge concrete mixers were down 38.2% and 18.4%, respectively, compared to September 30, 2007 on continued weak construction markets in the U.S. Unit backlog for refuse collection vehicles was down 6.6% in Europe. Approximately 2.6% of the Company’s September 30, 2008 backlog is not expected to be filled in fiscal 2009.

Reported backlog excludes purchase options and announced orders for which definitive contracts have not been executed. Additionally, backlog excludes unfunded portions of the FHTV, MTVR, ID/IQ and 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.

Government Contracts Approximately 29% of the Company’s net sales for fiscal 2008 were made to the U.S. government, a substantial majority of which were under long-term contracts and programs in the defense vehicle market. Accordingly, a significant portion of the Company’s sales are subject to risks specific to doing business with the U.S. government, including uncertainty of economic conditions, changes in government policies and requirements that may reflect rapidly changing military and political developments, the availability of funds and the ability to meet specified performance thresholds. Long-term contracts may be conditioned upon continued availability of congressional appropriations, which could be impacted by a change in presidential administrations in January 2009 and federal budget pressures arising from the federal bailout of financial institutions, insurance companies and others. Variances between anticipated budget and congressional appropriations may result in a delay, reduction or termination of these contracts.

The Company’s sales into defense vehicle markets are substantially dependent upon periodic awards of new contracts and the purchase of base vehicle quantities and the exercise of options under existing contracts. The Company’s existing contracts with the DoD may be terminated at any time for the convenience of the government. Upon such termination, the Company would generally be entitled to reimbursement of its incurred costs and, in general, to payment of a reasonable profit for work actually performed.

Under firm, fixed-price contracts with the U.S. government, the price paid to the Company is generally not subject to adjustment to reflect the Company’s actual costs, except costs incurred as a result of contract changes ordered by the government. The Company generally attempts to negotiate with the government the amount of increased compensation to which the Company is entitled for government-ordered changes that result in higher costs. If the Company is unable to negotiate a satisfactory agreement to provide such increased compensation, then the Company may file an appeal with the Armed Services Board of Contract Appeals or the U.S. Claims Court. The Company has no such appeals pending. The Company seeks to mitigate risks with respect to fixed-price contracts by executing firm, fixed-price contracts with a substantial majority of its suppliers for the duration of the Company’s contracts.

The Company, as a U.S. government contractor, is subject to financial audits and other reviews by the U.S. government of performance of, and the accounting and general practices relating to, U.S. government contracts. Like most large government contractors, the Company is audited and reviewed by the government on a continual basis. Costs and prices under such contracts may be subject to adjustment based upon the results of such audits and reviews. Additionally, such audits and reviews can lead and have led to civil, criminal or administrative proceedings. Such proceedings could involve claims by the government for fines, penalties, compensatory and treble damages, restitution and/or forfeitures. Under government regulations, a company or one or more of its subsidiaries can also be suspended or debarred from government contracts, or lose its export privileges based on the results of such proceedings. The Company believes that the outcome of all such audits, reviews and proceedings that are now pending will not have a material adverse effect on its financial condition, results of operations or cash flows.

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Suppliers The Company is dependent on its suppliers and subcontractors to meet commitments to its customers, and many components are procured or subcontracted on a sole-source basis with a number of domestic and foreign companies. Components for the Company’s products are generally available from a number of suppliers, although the transition to a new supplier may require several months to conclude. The Company purchases chassis components, such as vehicle frames, engines, transmissions, radiators, axles, tires, drive motors, bearings and hydraulic components and vehicle body options, such as cranes, cargo bodies and trailers, from third-party suppliers. These body options may be manufactured specific to the Company’s requirements; however, most of the body options could be manufactured by other suppliers or the Company itself. Through reliance on this supply network for the purchase of certain components, the Company is able to reduce many of the preproduction and fixed costs associated with the manufacture of these components and vehicle body options. The Company purchases a large amount of fabrications and outsources certain manufacturing services, each generally from small companies located near its facilities. While providing low-cost services and product surge capability, such companies often require additional management attention during difficult economic conditions or contract start-up. The Company also purchases complete vehicle chassis from truck chassis suppliers in its commercial segment and, to a lesser extent, in its fire & emergency segment. Increasingly, the Company is sourcing components globally, which may involve additional inventory requirements and introduces additional foreign currency exposures. The Company maintains an extensive qualification, on-site inspection, assistance and performance measurement system to attempt to control risks associated with reliance on suppliers. The Company occasionally experiences problems with supplier and subcontractor performance and component, chassis and body availability and must identify alternate sources of supply and/or address related warranty claims from customers.

While the Company purchases many costly components such as chassis, engines, transmissions and axles, it manufactures certain proprietary components. These components include the Revolution composite concrete mixer drum, front drive and steer axles, transfer cases, cabs, TAK-4 independent suspension system, the McNeilus Auto Reach arm, the Hercules compressed air foam system, the Command Zone vehicle control and diagnostic system technology, body structures and many smaller parts that add uniqueness and value to the Company’s products. The Company believes internal production of these components provides a significant competitive advantage and also serves to reduce the manufacturing costs of the Company’s products.

The credit crisis and rapidly escalating steel, fuel and other raw material costs in fiscal 2008 created additional risks for the Company’s

supplier base. A limited number of small suppliers have discontinued business due to tight credit conditions or the inability to either absorb cost increases or pass them on to their customers. In fiscal 2009, additional suppliers could face financial difficulties as a result of the global economic downturn. The Company is actively monitoring its suppliers’ financial conditions, but to date has no knowledge of significant concerns with the financial stability of any major suppliers.

Intellectual Property Patents and licenses are important in the operation of the Company’s business, as one of management’s key objectives is developing proprietary components to provide the Company’s customers with advanced technological solutions at attractive prices. The Company holds in excess of 400 active domestic and foreign patents. The Company believes patents for the TAK-4 independent suspension system, which have remaining lives of 12 years, provide the Company with a competitive advantage in the fire & emergency segment. In the defense segment, the TAK-4 independent suspension system was added to the U.S. Marine Corps’ MTVR and LVSR programs, which the Company believes provided a performance and cost advantage in the successful competition for the production contracts. The Company believes that patents for certain components of its ProPulse hybrid electric drive system, Command Zone electronics and TerraMax autonomous vehicle systems offer potential competitive advantages to product lines across all its segments. To a lesser extent, other proprietary components provide the Company a competitive advantage in the Company’s segments.

In fiscal 2002, the Company introduced the Revolution composite concrete mixer drum in the U.S. The Company has purchased exclusive, renewable licenses for the rights to manufacture and market this technology in the Americas and Europe. These licenses require the Company to make royalty fee payments to its Australian partner for each Revolution drum sold. The Company believes that these licenses create an important competitive advantage over competitors that manufacture steel concrete mixer drums. The Revolution composite drum is substantially lighter than a comparable steel drum permitting greater payload capacity and is easier to clean, which together lower the cost of delivered concrete. The Company sells the Revolution composite drum at prices substantially higher than prices for steel drums.

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As part of the Company’s 20-year alliance with Caterpillar, the Company acquired a non-exclusive, non-transferable worldwide license to use certain Caterpillar intellectual property through 2025 in connection with the design and manufacture of Caterpillar’s current telehandler products. Additionally, Caterpillar assigned to JLG certain patents and patent applications relating to the Caterpillar-branded telehandler products.

The Company holds trademarks for “Oshkosh,” “JLG,” “SkyTrak,” “Lull,” “Toucan,” “Pierce,” “McNeilus,” “Revolution,” “Medtec,” “Jerr-Dan,” “CON-E-CO,” “London,” “BAI,” “Geesink,” “Norba,” “Kiggen,” “Frontline,” “SMIT” and “IMT” among others. These trademarks are considered to be important to the future success of the Company’s business.

Employees As of September 30, 2008, the Company had approximately 14,000 employees. The United Auto Workers union (“UAW”) represented approximately 2,100 production employees at the Company’s Oshkosh, Wisconsin facilities; the Boilermakers, Iron Shipbuilders, Blacksmiths, and Forgers Union (“Boilermakers”) represented approximately 240 employees at the Company’s Kewaunee, Wisconsin facilities; and the International Brotherhood of Teamsters Union (“Teamsters”) represented approximately 70 employees at the Company’s Garner, Iowa facilities. The Company’s five-year agreement with the UAW extends through September 2011, and the Company’s agreement with the Boilermakers extends through May 2012. The Company’s three-year agreement with the Teamsters extends through October 2011. In addition, the majority of the Company’s employees located outside the U.S. are represented by separate works councils or unions. The Company believes its relationship with employees is satisfactory.

Seasonal Nature of Business In the Company’s access equipment and commercial segments, business tends to be seasonal with an increase in sales occurring in the spring and summer months that constitute the traditional construction season. In addition, sales are generally lower in the first fiscal quarter in all segments due to the relatively high number of holidays which reduce available shipping days.

Industry Segments Financial information concerning the Company’s industry segments is included in Note 20 to the Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Foreign and Domestic Operations and Export Sales The Company manufactures products in the U.S., Belgium, Canada, The Netherlands, Italy, Sweden, France, Australia, Germany, Romania and the United Kingdom for sale throughout the world. Sales to customers outside of the U.S. were 30.0%, 24.8% and 17.7% of the

Company’s consolidated sales for fiscal 2008, 2007 and 2006, respectively.

Financial information concerning the Company’s foreign and domestic operations and export sales is included in Note 20 to the Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Available Information The Company maintains a website with the address www.oshkoshcorporation.com . The Company is not including the information contained on the Company’s website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. The Company makes available free of charge (other than an investor’s own Internet access charges) through its website its Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after the Company electronically files such materials with, or furnishes such materials to, the Securities and Exchange Commission (“SEC”).

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The Company’s financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within the Company’s control that may cause actual performance to differ materially from historical or projected future performance. Information in this Form 10-K should be considered carefully by investors in light of the risk factors described below and the information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Assumptions.”

We have a substantial amount of debt. Cyclical downturns in the markets in which we participate could negatively impact our cost of funding. Our current debt levels, including the associated financing costs and restrictive covenants, could limit our flexibility in managing our business. In particular, if we conclude that we are likely to fail to comply with the financial covenants contained in our credit agreement, we would incur higher costs if we obtain an amendment or waiver of such covenants. Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could materially adversely affect our results of operations.

As a result of financing the JLG acquisition, we are highly leveraged. We had approximately $2.8 billion of debt outstanding as of September 30, 2008. Our ability to make required payments of principal and interest on our debt will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. We cannot provide any assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available under our credit agreement in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs should the U.S. or global economies enter a steep or prolonged recession.

In addition, our credit agreement contains financial and restrictive covenants. Our failure to comply with such covenants could result in an event of default that, if not cured or waived, could have a material adverse effect on our financial condition, results of operations and debt service capability. These covenants may limit our ability to, among other things, borrow under our existing credit agreement to fund operations or take advantage of business opportunities. Over the last 18 months, we have experienced declines in several of our markets. Based on our current outlook, there are scenarios under which we could fall out of compliance with the financial covenants contained in our credit agreement. Our failure to comply with such covenants, or our concluding that we are likely to fail to comply with such covenants, could also lead us to seek an amendment to or waiver of the financial covenants contained in our current credit agreement. Despite our present belief that we could obtain an amendment if necessary, under current credit market conditions, we cannot provide assurance that we would be able to obtain any amendments to or waivers of the covenants contained in our credit agreement that we may request, and any amendments to or waivers of the covenants would likely involve substantial upfront fees, significantly higher annual interest costs and other terms significantly less favorable to us than those currently in our credit agreement.

We also previously entered into an interest rate swap agreement to hedge a portion of the variable rate interest payments under our current credit agreement. As of September 30, 2008, the fair value of the interest rate swap agreement was recorded as a liability with the offsetting charge recorded in other comprehensive income within shareholders’ equity. In the event that an amendment to our current credit agreement would be required, certain key terms of the credit agreement could change. Such a change could impair the effectiveness of the interest rate swap and cause any loss recorded in other comprehensive income to be reclassified, net of tax, to current earnings. At September 30, 2008, the value of the interest rate swap recorded in other comprehensive earnings was $27.3 million, net of tax.

Our high level of debt, current conditions in the credit markets and the covenants contained in our credit agreement could have important consequences for our operations, including:

ITEM 1A. RISK FACTORS

— Increase our vulnerability to general adverse economic and industry conditions and detract from our ability to withstand successfully a downturn in our highly cyclical markets or economies generally;

— Require us to dedicate a substantial portion of our cash flow from operations to higher interest costs or higher required payments on debt, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, research and development, dividends and other general corporate activities;

— Limit our ability to obtain additional financing in the future to fund working capital, capital expenditures and other general

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We may be adversely affected by the current economic environment. As a result of the credit market crisis (including uncertainties with respect to financial institutions and the global capital markets), depressed equity markets across the globe and other macro-economic challenges currently affecting the economy of the U.S. and other parts of the world, customers or vendors may experience serious cash flow problems, and as a result, customers may seek to modify, delay or cancel plans to purchase our products and vendors may seek to significantly and quickly increase their prices or reduce their output. If customers are not successful in generating sufficient revenue or are precluded from securing financing, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Any inability of current and/or potential customers to pay us for our products will adversely affect our earnings and cash flow. If economic conditions in the U.S. and other key markets deteriorate further or do not show improvement, we may experience material adverse impacts to our financial condition, profitability and/or cash flows. Additionally, if these economic conditions persist, our intangible assets at various businesses may become impaired.

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 economies in general, 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 also cyclical and impacted by the strength of economies in general 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 global economy is currently experiencing a downturn. Many believe the U.S. and European economies have entered recessions, which have negatively impacted our sales volumes in these regions for our access equipment, commercial and, to a lesser extent, our fire & emergency products. U.S. housing starts were again weak in fiscal 2008 and U.S. and European non-residential construction spending has also weakened in certain geographical areas, each further contributing to the lower sales volumes. A further reduction in non-residential construction spending may cause future weakness in demand for our products. 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, the U.S. economy and the tightening credit markets. We cannot provide any assurance that the global economic downturn will not continue or become more severe. If the global economic downturn continues or becomes more severe, then there could be a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

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. Furthermore, a new administration will be entering the White House in January 2009 and the recent bailout of U.S. financial institutions, insurance companies and others is expected to put significant pressure on the federal budget, including the defense budget. It is too early to tell what the impact of a change in administration and federal budget pressures will mean to funding for Oshkosh defense programs. As such, we cannot provide any assurance that funding for our defense programs will not be impacted by the change in administrations and federal budget pressures.

Raw material price fluctuations may adversely affect our results. We purchase, directly and indirectly through component purchases, significant amounts of steel, petroleum based products and other raw materials annually. During fiscal 2008, steel and fuel prices increased significantly resulting in us paying higher prices for these items. Although steel and fuel prices have recently begun to decline, steel prices in particular but also fuel prices are not back to levels experienced prior to the run-up in price and there are indications that the costs of these items may continue to fluctuate significantly in the future. Although we have firm, fixed-price contracts for some steel requirements and have some firm pricing contracts for components, we may not be able to hold all of our steel and component suppliers to pre-negotiated prices or negotiate timely component cost decreases commensurate with any steel and fuel cost decreases. The ultimate duration and severity of the pricing issues for these items is not presently estimable. Without limitation, these conditions could impact us in the following ways:

corporate requirements; — Limit our ability to pursue strategic acquisitions that may become available in our markets or otherwise capitalize on business

opportunities if we had additional borrowing capacity; — Limit our flexibility in planning for, or reacting to, changes in our business and the markets we serve; — Place us at a competitive disadvantage compared to less leveraged competitors; and — Make us vulnerable to increases in interest rates because a portion of our debt under our credit agreement is at variable rates.

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If we are unable to successfully turn around the profitability of Geesink, then there could be material adverse effects on our financial condition, profitability and/or cash flows. Geesink 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 over the last two years to turn around the Geesink business, including selling an unprofitable facility in The Netherlands during the first quarter of fiscal 2008, rationalizing a facility in Sweden in order to consolidate Norba-branded production in The Netherlands, 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 turnaround of Geesink has taken longer than we anticipated. We incurred an operating loss at this business again in fiscal 2008 as we executed on a number of the turnaround initiatives described above and recorded pre-tax charges of $175.2 million related to the non-cash impairment of intangible assets of Geesink in the third quarter of fiscal 2008. While we expect improved results at Geesink in fiscal 2009, we expect to incur additional operating losses in fiscal 2009 as we continue to implement these turnaround activities. 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 Geesink will be able to operate profitably after such activities have been completed. If we are unable to continue to turn around the business of Geesink, then there could be material adverse effects on our financial condition, profitability and/or cash flows.

Our dependency on contracts with U.S. and foreign government agencies subjects us to a variety of risks that could materially reduce our revenues or profits. We are dependent on U.S. and foreign government contracts for a substantial portion of our business. That business is subject to the following risks, among others, that could have a material adverse effect on our operating performance:

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We are expanding international operations, the conduct of which subjects us to risks that may have a material adverse effect on our business.

— In the access equipment, fire & emergency and commercial businesses, we have announced selling price increases to recover increased steel, component and fuel costs experienced in fiscal 2008. 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 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 like access equipment. Alternatively, adherence to the price increases could affect sales volumes in some market sectors. Furthermore, steel, component and fuel costs may rise faster than expected, and our product selling 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, component and fuel costs as we largely do business under annual firm, fixed-price contracts with the DoD. 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.

— Our business is susceptible to changes in the U.S. defense budget, which may reduce revenues that we expect from our defense business.

— The U.S. government may not appropriate funding that we expect for our U.S. government contracts, which may prevent us from realizing revenues under current contracts or receiving additional orders that we anticipate we will receive.

— Most of our government contracts are fixed-price contracts, and our actual costs may exceed our projected costs, which could result in lower profits or net losses under these contracts.

— We are required to spend significant sums on product development and testing, bid and proposal activities and pre-contract engineering, tooling and design activities in competitions to have the opportunity to be awarded these contracts.

— Competitions for the award of defense truck contracts are intense, and we cannot provide any assurance that we will be successful in the defense truck procurement competitions in which we participate.

— Certain of our government contracts could be suspended or terminated and all such contracts expire in the future and may not be replaced, which could reduce expected revenues from these contracts.

— Our defense products undergo rigorous testing by the customer and are subject to highly technical requirements. Any failure to pass these tests or to comply with these requirements could result in unanticipated retrofit costs, delayed acceptance of trucks or late or no payments under such contracts.

— Our government contracts are subject to audit, which could result in adjustments of our costs and prices under these contracts.

— Our defense truck contracts are large in size and require significant personnel and production resources, and when such contracts end, we must make adjustments to personnel and production resources.

— We periodically experience difficulties with sourcing sufficient vehicle carcasses to maintain our defense truck remanufacturing schedule, which can create uncertainty for this area of our business.

Expanding international sales is a part of our growth strategy. International operations and sales are subject to various risks, including political, religious and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, the impact of foreign government regulations and the effects of income and withholding taxes, governmental expropriation and differences in business practices. We may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international manufacturing and sales that could cause loss of revenues and earnings. In addition, we are increasingly subject to export control regulations, including, without limitation, the United States Export Administration Regulations and the International Traffic in Arms Regulations. Unfavorable changes in the political, regulatory and business climate could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

We are subject to fluctuations in exchange rates and other risks associated with our non-U.S. operations that could adversely affect our results of operations and may significantly affect the comparability of our results between financial periods. For the fiscal year ended September 30, 2008, approximately 30% of our net sales were attributable to products sold outside of the U.S., including approximately 17% that involved export sales from the U.S. The majority of export sales are denominated in U.S. dollars. Sales outside the U.S. are typically made in the local currencies of those countries. Fluctuations in foreign currency can have an adverse impact on our sales and profits as amounts that are measured in foreign currency are translated back to U.S. dollars. In addition, we have sales of inventory denominated in U.S. dollars to certain of our subsidiaries that have functional currencies other than the U.S. dollar. The exchange rates between many of these currencies and the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future. Such fluctuations, in particular those with respect to the Euro, the U.K. pound sterling and the Australian dollar, may have a material effect on our net sales, financial condition, profitability and/or cash flows and may significantly affect the comparability of our results between financial periods. Any increase in the value of the U.S. dollar in relation to the value of the local currency will adversely affect our revenues from our foreign operations when translated into U.S. dollars. Similarly, any decrease in the value of the U.S. dollar in relation to the value of the local currency of those countries where our products are sold will increase our development costs in our foreign operations, to the extent such costs are payable in foreign currency, when translated into U.S. dollars.

We may experience losses in our access equipment segment in excess of our recorded reserves for doubtful accounts, finance and pledged finance receivables, notes receivable and guarantees of indebtedness of others. We have a portfolio of finance receivables with customers in our access equipment segment and we are a party to agreements whereby we guarantee the indebtedness of customers in that segment. We evaluate the collectability of open accounts, finance and pledged finance receivables, notes receivable and our guarantees of indebtedness of others based on a combination of factors and establish reserves based on our estimates of potential losses. In circumstances where we believe it is probable that a specific customer will have difficulty meeting its financial obligations, a specific reserve is recorded to reduce the net recognized receivable to the amount we expect to collect, and/or we recognize a liability for a guarantee we expect to pay, taking into account any amounts that we would anticipate realizing if we are forced to repossess the equipment that supports the customer’s financial obligations to us. We also establish additional reserves based upon our perception of the quality of the current receivables, the current financial position of our customers and past collections experience. The historical loss experience of our finance receivables portfolio is limited, however, and therefore may not be indicative of future losses, particularly in periods of economic downturn. During such periods of economic downturn, the collateral underlying our guarantees of indebtedness of customers can decline sharply, thereby increasing our exposure to losses. We also face a concentration of credit risk with JLG’s top ten customers representing approximately 31% of JLG’s sales. Furthermore, some of these customers are highly leveraged. We may incur losses in excess of our recorded reserves if the financial condition of our customers were to deteriorate or the full amount of any anticipated proceeds from the sale of the collateral supporting our customers’ financial obligations is not realized. In addition, our cash flows and overall liquidity may be materially adversely affected if any of the financial institutions that purchase our finance receivables become unable or unwilling, due to current economic conditions, a weakening of our or their financial position or otherwise, to continue purchasing such receivables.

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A disruption or termination of the supply of parts, materials, components and final assemblies from third-party suppliers could delay sales of our vehicles and vehicle bodies. We have experienced, and may in the future experience, significant disruption or termination of the supply of some of our parts, materials, components and final assemblies that we obtain from sole source suppliers or subcontractors or incur a significant increase in the cost of these parts, materials, components or final assemblies. This risk is increased in the current difficult economic environment and tight credit conditions. Such disruptions, terminations or cost increases could delay sales of our vehicles and vehicle bodies and could result in a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

An impairment in the carrying value of goodwill and other indefinite-lived intangible assets could negatively affect our operating results. We have a substantial amount of goodwill and purchased intangible assets on our balance sheet as a result of acquisitions we have completed. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of indefinite-lived intangible assets represents the fair value of trademarks and trade names as of the acquisition date. Goodwill and indefinite-lived intangible assets expected to contribute indefinitely to our cash flows are not amortized, but

must be evaluated for impairment at least annually. If carrying value exceeds current fair value as determined based on the discounted future cash flows of the related business, the goodwill or intangible asset is considered impaired and is reduced to fair value via a non-cash charge to earnings. Events and conditions that could result in impairment include changes in the industries in which we operate, particularly the impact of the current downturn in the global economy, as well as competition and advances in technology, adverse changes in the regulatory environment, or other factors leading to reduction in expected long-term sales or profitability. If the value of goodwill or indefinite-lived intangible assets is impaired, our earnings could be adversely affected.

Goodwill impairment analysis and measurement is a process that requires significant judgment. A decline in our stock price and resulting market capitalization, such as the decline which occurred during fiscal 2008, could result in impairment of a material amount of our $2.3 billion goodwill balance if we determine that the decline is prolonged and has reduced the fair value of any of our reporting units below its carrying value. We cannot be certain that a future downturn in our business, changes in market conditions or a longer-term decline in the quoted market price of our stock will not result in an impairment of goodwill and the recognition of resulting expenses in future periods, which could adversely affect our results of operations for those periods.

In February 2006, the Deficit Reduction Act of 2005 (“DRA”) was signed into law. The DRA imposes caps on Medicare payment rates for certain imaging services, including MRI, PET and CT, furnished in physician’s offices and other non-hospital based settings. Under the caps, payments for specified imaging services cannot exceed the hospital outpatient payment rates for those services. The implementation of this law has had a significant effect on the financial condition and results of operations of OSV’s mobile medical customers in the U.S. During fiscal 2008, OSV incurred an operating loss as a result of the slowdown in mobile medical sales and a writers strike during the first half of the year, which affected broadcast vehicles sales. In light of the slowdown in business, we are expanding other markets in which OSV participates and are consolidating production in existing facilities. If we are unable to turn around the business, we may be required to record an impairment charge for OSV’s goodwill, and there could be other material adverse effects on our net sales, financial condition, profitability and/or cash flows.

Changes in regulations could adversely affect our business. Both our products and the operation of our manufacturing facilities are subject to statutory and regulatory requirements. These include environmental requirements applicable to manufacturing and vehicle emissions, government contracting regulations and domestic and international trade regulations. A significant change to these regulatory requirements could substantially increase manufacturing costs or impact the size or timing of demand for our products, all of which could make our business results more variable.

We are the defendant in several class action lawsuits. On and after September 19, 2008, several shareholder class action lawsuits were filed against us and our Chairman and Chief Executive Officer and a Director, Robert G. Bohn. The complaints allege securities law violations and seek unspecified damages relating to the substantial reduction in our stock price on and after June 26, 2008. Each of the complaints alleges that we made material false statements and omissions relating to our operations and performance prior to our June 26, 2008 announcement that we were lowering our earnings expectations for the third quarter of fiscal 2008 from income of $1.40 to $1.50 per share to a loss of $1.22 to $1.32 per share and that we were recording intangible asset impairment charges related to Geesink. The uncertainty associated with substantial unresolved lawsuits could harm our business, financial condition and reputation. The defense of the lawsuits could result in the diversion of management’s time and attention away from business operations and negative developments with respect to the lawsuits could cause a decline in the price of our stock. In addition, although we believe the lawsuits are without merit and we intend to vigorously defend against them, the uncertainties of litigation may cause us to settle or otherwise make payments that could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

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Competition in our industries is intense and we may not be able to continue to compete successfully. We operate in highly competitive industries. Several of our competitors have greater financial, marketing, manufacturing and distribution resources than us and we are facing competitive pricing from new entrants in certain markets. Our products may not continue to compete successfully with the products of competitors, and we may not be able to retain or increase our customer base or to improve or maintain our profit margins on sales to our customers, all of which could adversely affect our net sales, financial condition, profitability and/or cash flows.

None.

The Company believes its equipment and buildings are well maintained and adequate for its present and anticipated needs. As of

ITEM 1B. UNRESOLVED STAFF COMMENTS

ITEM 2. PROPERTIES

November 14, 2008, the Company operated in 60 manufacturing facilities. The location, size and focus of the Company’s facilities are provided in the table below:

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Approximate Square Footage

Location (# of facilities) Owned Leased Principal

Products Manufactured

Access Equipment McConnellsburg, Pennsylvania (3) 560,000 27,000 Boom Lifts; Telehandlers Shippensburg, Pennsylvania (1) 330,000 Boom Lifts; Scissor Lifts Bedford, Pennsylvania (1) 133,000 Vertical Mast Lifts; Scissor Lifts; Trailer Boom

Lifts; After-Sales Service and Support LaVerne, California (1) 11,000 Trailers Maasmechelen, Belgium (1) 80,000 Boom Lifts; Scissor Lifts; Telehandlers Orrville, Ohio (1) 333,000 Telehandler and Boom Lift Subassemblies Oakes, North Dakota (1) 78,000 Telehandler Subassemblies Tonneins, France (1) 38,000 Vertical Mast Lifts Fauillett, France (2) 91,000 Vertical Mast Lifts; After-Sales Service and Support Port Macquarie, Australia (1) 102,000 Boom Lifts; Scissor Lifts; Telehandlers Defense Oshkosh, Wisconsin (8) 967,000 14,000 Defense Trucks; Front-Discharge Mixers; Snow Removal

Vehicles; ARFF Vehicles Killen, Texas (1) 238,000 Defense Aftermarket Components Fire & Emergency Appleton, Wisconsin (4) 713,000 16,000 Fire Apparatus Bradenton, Florida (1) 300,000 Fire Apparatus; Ambulances Kewaunee, Wisconsin (1) 292,000 Aerial Devices and Heavy Steel Fabrication Greencastle, Pennsylvania (3) 136,000 128,000 Carriers and Wreckers Brescia, Italy (2) 77,000 37,000 Fire Apparatus; ARFF Vehicles Limburg, Germany (1) 18,000 Fire Apparatus; ARFF Vehicles Goshen, Indiana (5) 87,000 Ambulances White Pigeon, Michigan (1) 64,000 Ambulances Calumet City, Illinois (1) 87,000 Mobile Medical Trailers

Approximate Square Footage

Location (# of facilities) Owned Leased Principal

Products Manufactured

Fire & Emergency (continued) Harvey, Illinois (1) 78,000 Mobile Medical Trailers Oud-Beijerland, Holland (1) 98,000 Mobile Medical Trailers Clearwater, Florida (1) 108,000 Broadcast Equipment Commercial Dodge Center, Minnesota (1) 711,000 Rear-Discharge Mixers; Refuse Collection Vehicles;

Portable Batch Plants Dexter, Minnesota (1) 53,000 Revolution Composite Concrete Mixer Drums Emmeloord, Holland (1) 242,000 Refuse Collection Vehicles Riceville, Iowa (1) 108,000 Components for Rear-Discharge Mixers, Concrete Batch

Plants and Refuse Collection Vehicles Kensett, Iowa (1) 65,000 Refuse Collection Vehicle and Mixer Body Components McIntire, Iowa (1) 28,000 Components for Rear-Discharge Mixers and Refuse

Collection Vehicles Blair, Nebraska (2) 91,000 20,000 Concrete Batch Plants Audubon, Iowa (1) 15,000 Components for Concrete Batch Plants London, Canada (1) 110,000 Rear-Discharge Mixers

The Company’s manufacturing facilities generally operate five days per week on one or two shifts, except for seasonal shutdowns for one to three week periods. The Company expects additional periodic shutdowns in certain businesses, particularly access equipment, in fiscal 2009 in response to lower demand resulting from the global economic downturn. The Company believes its manufacturing capacity could be significantly increased with limited capital spending by working an additional shift at each facility.

In addition, the Company performs contract maintenance services out of multiple warehousing and service facilities owned and/or operated by the U.S. government and third parties, including locations in the U.S., Japan, Kuwait, Iraq and multiple other countries in Europe and the Middle East.

In addition to sales and service activities at the Company’s manufacturing facilities, the Company maintains 19 sales and service centers in the U.S. These facilities are used primarily for sales and service of concrete mixers and refuse collection vehicles. The Company leases approximately 20,000 square feet in Las Vegas, Nevada for mounting carriers and wreckers.

In addition to sales and service activities at Geesink’s manufacturing facilities, Geesink maintains 20 sales and service centers in Europe.

In addition, JLG leases executive offices in Hagerstown, Maryland and an idle 270,000 square-foot manufacturing location in Port Washington, Wisconsin, which was an office location for telehandler engineering and other support functions. JLG also leases a number of small distribution, administration or service facilities throughout the world.

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The Company is subject to environmental matters and legal proceedings and claims, including patent, antitrust, shareholder, 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, the Company 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.

Securities Class Action — On September 19, 2008, a purported shareholder of the Company filed a complaint seeking certification of a class action lawsuit in the United States District Court for the Eastern District of Wisconsin docketed as Iron Workers Local No. 25 Pension Fund on behalf of itself and all others similarly situated v. Oshkosh Corporation and Robert G. Bohn. The lawsuit alleges, among other things, that the Company violated the Securities Exchange Act of 1934 by making materially inadequate disclosures and material omissions leading to the Company’s issuance of revised earnings guidance and announcement of an impairment charge on June 26, 2008. Since the initial lawsuit, other suits containing substantially similar allegations were filed (all suits hereafter referred to as the “Actions”). The Company believes the Actions to be entirely without merit and plans to vigorously defend against the Actions.

Environmental Matters — 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 cost. 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

Colton, California (1) 43,000 Replacement Drums for Rear-Discharge Mixers Maarheeze, Holland (1) 5,000 Mobile and Stationary Compactors Kalmar, Sweden (1) 40,000 Paint Facility for Refuse Collection Vehicles Llantrisant, United Kingdom (1) 58,000 Refuse Collection Vehicles Medias, Romania (1) 126,000 Refuse Collection Vehicles and Heavy Steel

Fabrications Garner, Iowa (1) 262,000 Field Service Vehicles and Articulating Cranes

ITEM 3. LEGAL PROCEEDINGS

owners and the government.

The Company had reserves of $3.9 million for environmental matters at September 30, 2008 for losses 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 materially adverse effect on its financial position, results of operations or liquidity.

Personal Injury Actions and Other – At September 20, 2008, the Company had product and general liability reserves of $47.3 million. Although the final results of all such matters and claims cannot be predicted with certainty, the Company believes that the ultimate resolution of all such matters and claims, after taking into account the liabilities accrued with respect to 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.

Since all of these matters are in the preliminary stages, the Company is unable to predict the scope or outcome or quantify their eventual impact, if any, on the Company. At this time, the Company is also unable to estimate associated expenses or possible losses. The Company maintains insurance that may limit its financial exposure for defense costs and liability for an unfavorable outcome, should it not prevail, for claims covered by the insurance coverage.

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No matters were submitted to a vote of security holders during the three months ended September 30, 2008.

EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth certain information as of November 14, 2008 concerning the Company’s executive officers. All of the Company’s officers serve terms of one year and until their successors are elected and qualified.

Robert G. Bohn. Mr. Bohn joined the Company in 1992 as Vice President-Operations. He was appointed President and Chief Operating Officer in 1994. He was appointed Chief Executive Officer in 1997 and Chairman of the Board in 2000. In October 2007, Mr. Bohn’s title was changed to Chairman and Chief Executive Officer. Mr. Bohn was elected a Director of the Company in 1995. He is a director of Carlisle Companies Inc. and Menasha Corporation.

Charles L. Szews. Mr. Szews joined the Company in 1996 as Vice President and Chief Financial Officer. He served as Executive Vice President and Chief Financial Officer from 1997 until October 2007, at which time he was appointed President and Chief Operating Officer. Mr. Szews was elected a Director of the Company in May 2007. He is a director of Gardner Denver, Inc.

Bryan J. Blankfield. Mr. Blankfield joined the Company in 2002 as Vice President, General Counsel and Secretary and was appointed to his current position in 2003. He previously served as in-house legal counsel and consultant for Waste Management, Inc., a waste services company, and its predecessors from 1990 to 2002. He was appointed Associate General Counsel and Assistant Secretary of Waste Management, Inc. in 1995 and Vice President in 1998.

Thomas D. Fenner. Mr. Fenner joined the Company in 1982 as a scheduler and has served in various assignments, including Plant Manager, Vice President – Manufacturing of McNeilus, Vice President – Manufacturing Operations, Vice President and General Manager of Operations of Pierce and Vice President, Chief Procurement Officer and General Manager, Airport Business. He was appointed Executive Vice President and President, Fire & Emergency Group in July 2007 and was appointed to his current position in September 2008.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Name Age Title Robert G. Bohn 55 Chairman and Chief Executive Officer Charles L. Szews 51 President and Chief Operating Officer Bryan J. Blankfield 47 Executive Vice President, General Counsel and Secretary Thomas D. Fenner 52 Executive Vice President, Global Manufacturing Services Wilson R. Jones 47 Executive Vice President and President, Fire & Emergency Segment Joseph H. Kimmitt 58 Executive Vice President, Government Operations and Industry Relations Craig E. Paylor 52 Executive Vice President and President, JLG Industries, Inc. David M. Sagehorn 45 Executive Vice President and Chief Financial Officer William J. Stoddart 63 Executive Vice President and President, Defense Business Donald H. Verhoff 62 Executive Vice President, Technology Michael J. Wuest 49 Executive Vice President and President, Commercial Segment Matthew J. Zolnowski 55 Executive Vice President, Chief Administration Officer

Wilson R. Jones. Mr. Jones joined the Company in 2005 as Vice President and General Manager of the Airport Products business. He was appointed President, Pierce in July 2007 and was appointed to his current position in September 2008. Prior to joining the Company, Mr. Jones was the Vice President of Sales and Marketing for Akron Brass Company from 2002 to 2005.

Joseph H. Kimmitt. Mr. Kimmitt joined the Company in 2001 as Vice President, Government Operations and was appointed to his current position in 2006. He previously served as a Professional Staff Member of the U.S. House and Senate Appropriations Committees from 1984 to 2001. He was appointed Deputy Staff Director of the Senate Appropriations Committee in 1997.

Craig E. Paylor. Mr. Paylor joined the Company in December 2006 with the acquisition of JLG and was appointed to his current position in October 2007. Mr. Paylor joined JLG in 1983 as a sales representative. Mr. Paylor became an officer of JLG in 1996 and was appointed Senior Vice President of Sales and Market Development in 1999. In 2002, he was appointed JLG’s Senior Vice President, Sales, Marketing and Customer Support. In 2006, he was appointed JLG’s Senior Vice President, Marketing. In May 2007, he was appointed as a Senior Vice President of the Company and President of JLG.

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David M. Sagehorn. Mr. Sagehorn joined the Company in 2000 as Senior Manager – Mergers & Acquisitions and has served in various assignments, including Director-Business Development, Vice President-Defense Finance, Vice President-McNeilus Finance and Vice President-Business Development. In 2005, he was appointed Vice President and Treasurer, and he was appointed to his present position in October 2007.

William J. Stoddart. Mr. Stoddart joined the Company’s Defense business in 1995 as General Manager Medium Vehicles. In 1999, he was appointed Vice President, Defense Programs and he was appointed to his present position in 2001.

Donald H. Verhoff. Mr. Verhoff joined the Company in 1973 and has served in various assignments, including Director Test and Development/New Product Development, Director Corporate Engineering and Vice President of Technology. Mr. Verhoff was appointed to his present position in 1998.

Michael J. Wuest . Mr. Wuest joined the Company in 1981 as an analyst and has served in various assignments, including Senior Buyer, Director of Purchasing, Vice President — Manufacturing Operations, Vice President and General Manager of Operations of Pierce and Executive Vice President, Chief Procurement Officer and General Manager, Airport Business. Mr. Wuest was appointed to his present position in 2004.

Matthew J. Zolnowski. Mr. Zolnowski joined the Company as Vice President-Human Resources in 1992, was appointed Vice President, Administration in 1994 and was appointed to his present position in 1999.

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PART II

The information relating to dividends included in Notes 14 and 21 of the Notes to Consolidated Financial Statements contained herein under Item 8 and the information relating to dividends per share contained herein under Item 6 are hereby incorporated by reference in answer to this item.

In July 1995, the Company’s Board of Directors authorized the repurchase of up to 6,000,000 shares of Common Stock. The Company did not repurchase any shares under this authorization during fiscal 2008. As of September 30, 2008, the Company had repurchased 2,769,210 shares under this program at a cost of $6.6 million, leaving the Company with authority to repurchase 3,230,790 shares of Common Stock under this program. There is no expiration date associated with the Board authorization.

ITEM 5. MARKET FOR REGISTRANT ’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND IS SUER PURCHASES OF EQUITY SECURITIES

Dividends and Common Stock Price On January 17, 2006, the Board of Directors of the Company increased the quarterly dividend rate from $0.06750 per share of Common Stock to $0.10 per share. No changes to the quarterly dividend rate were made during fiscal 2007 or fiscal 2008.

The payment of future dividends is at the discretion of the Company’s Board of Directors and will depend upon, among other things, future earnings and cash flows, capital requirements, the Company’s general financial condition, general business conditions or other factors. Accordingly, the Company’s Board may at any time reduce or eliminate the Company’s quarterly dividend based on one or more of these factors. Without limitation, the Board may take such action if it is desirable to help the Company meet its debt reduction target for fiscal 2009 or if the Company agrees to do so as part of an amendment to its credit agreement. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.” The Company’s credit agreement currently limits the amount of its dividends and other types of distributions to $40 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 million.

The Company’s credit agreement contains various restrictions and covenants which would prevent the payment of dividends in the event of non-compliance, 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 in the credit agreement) of 4.75x for the fiscal quarter ending on 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 in the credit agreement) 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 September 30, 2008. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for further discussion about the Company’s financial covenants under its credit agreement.

The Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol OSK. As of November 10, 2008, there were 1,364 holders of record of the Common Stock. The following table sets forth prices reflecting actual sales of the Common Stock as reported on the NYSE.

Item 12 of this Annual Report on Form 10-K contains certain information relating to the Company’s equity compensation plans.

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The following information in this Item 5 is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 (“Exchange Act”) or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing: the SEC requires the Company to include a line graph presentation comparing cumulative five year Common Stock returns with a broad-based stock index and either a nationally recognized industry index or an index of peer companies selected by the Company. The Company has chosen to use the Standard & Poor’s MidCap 400 market index as the broad-based index and the companies currently in the Standard Industry Classification Code 371 Index (motor vehicles and equipment) (the “SIC Code 371 Index”) as a more specific comparison.

The comparisons assume that $100 was invested on September 30, 2003 in each of: our Common Stock, the SIC Code 371 Index and the Standard & Poor’s MidCap 400 market index. The total return assumes reinvestment of dividends and is adjusted for stock splits. The fiscal 2008 return listed in the charts below is based on closing prices per share on September 30, 2008. On that date, the closing price for the Company’s Common Stock was $13.16.

Fiscal 2008 Fiscal 2007 Quarter Ended High Low High Low

September 30 $ 20.95 $ 9.05 $ 65.83 $ 50.66 June 30 42.59 19.75 64.59 52.16 March 31 48.21 35.00 57.60 46.92 December 31 63.55 44.85 55.54 43.60

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Fiscal year ended September 30, 2003 2004 2005 2006 2007 2008

Oshkosh Corporation $ 100.00 $ 144.78 $ 220.33 $ 259.55 $ 321.07 $ 69.06 S&P Midcap 400 market index $ 100.00 $ 117.55 $ 143.60 $ 153.02 $ 181.73 $ 151.42 SIC Code 371 Index $ 100.00 $ 121.61 $ 106.29 $ 109.97 $ 142.26 $ 80.85

ITEM 6. SELECTED FINANCIAL DATA

Fiscal Year (In millions, except per share amounts) 2008 (1) 2007 (3) 2006 2005 (4)(5) 2004 (4)(5)

Net sales $ 7,138.3 $ 6,307.3 $ 3,427.4 $ 2,959.9 $ 2,262.3 Intangible asset impairment charges (1) 175.2 -- -- -- -- Operating income 406.3 590.3 325.9 267.2 180.4 Net income 79.3 268.1 205.5 160.2 112.8 Per share assuming dilution 1.06 3.58 2.76 2.18 1.57 Dividends per share: Class A Common Stock (2) -- -- -- 0.0750 0.1250 Common Stock 0.4000 0.4000 0.3675 0.2213 0.1450 Total assets 6,081.5 6,399.8 2,110.9 1,718.3 1,452.4 Expenditures for property, plant and equipment 75.8 83.0 56.0 43.2 30.0 Depreciation 76.4 56.7 28.8 23.8 19.6 Amortization of purchased intangible assets, deferred financing costs and stock-based compensation 91.5 84.0 19.8 10.9 8.3

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General The Company is a leading designer, manufacturer and marketer of a wide range of specialty vehicles and vehicle bodies, including access equipment, defense trucks, fire & emergency vehicles and concrete mixers and refuse collection vehicles. The Company is a leading global manufacturer of aerial work platforms under the “JLG” brand name. The Company is among the worldwide leaders in the manufacturing of telehandlers under the “JLG,” “SkyTrak” and “Lull” brand names. The Company manufactures defense trucks under the “Oshkosh” brand name and is the leading manufacturer of severe-duty heavy-payload tactical trucks for the DoD. Under the “Pierce” brand name, the Company is among the leading domestic manufacturers of fire apparatus assembled on both custom and commercial chassis. Under the “Jerr-Dan” brand name, the Company is a leading domestic manufacturer and marketer of towing and recovery equipment. Under the “BAI” brand name, the Company is a manufacturer and marketer of fire apparatus, aircraft rescue and firefighting vehicles and equipment to municipalities and airports in Italy and exports into Europe, the Middle East and Africa. The Company manufactures aircraft rescue and firefighting and airport snow removal vehicles under the “Oshkosh” brand name and ambulances under the “Medtec” brand name. The Company manufactures mobile medical trailers under the “Oshkosh Specialty Vehicles” and “SMIT” brand names. Under the “Frontline” brand name, the Company is a leading domestic manufacturer and marketer of broadcast vehicles. Under the “McNeilus,” “Oshkosh,” “London” and “CON-E-CO” brand names, the Company manufactures rear- and front-discharge concrete mixers and portable and stationary concrete batch plants. Under the “McNeilus,” “Geesink,” “Norba” and “Kiggen” brand names, the Company manufactures a wide range of automated, rear, front, side and top loading refuse collection vehicles and mobile and stationary refuse compactors and transfer systems. Under the “IMT” brand name, the Company is a leading domestic manufacturer of field service vehicles and truck-mounted cranes.

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

Access equipment – aerial work platforms and telehandlers used in a wide variety of construction, industrial, institutional and general maintenance applications to position workers and materials at elevated heights. Access equipment customers include equipment rental companies, 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, wreckers, carriers and other emergency vehicles primarily sold to fire departments, airports, other governmental units and towing companies in the U.S. 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 North America and abroad.

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

Net working capital 689.2 646.9 121.4 178.8 31.0 Long-term debt (including current maturities) 2,757.7 3,022.0 2.9 3.1 3.9 Shareholders’ equity 1,388.6 1,393.6 1,061.9 818.7 636.1 Book value per share 18.66 18.78 14.40 11.16 9.00 Backlog 2,353.8 3,177.8 1,914.3 1,944.1 1,551.0

(1) In fiscal 2008, the Company recorded non-cash charges totaling $175.2 million pre-tax ($173.1 million after tax, or $2.31 per share) to record impairment of goodwill and non-amortizable intangible assets primarily related to Geesink.

(2) In May 2005, a sufficient number of shareholders of unlisted Class A Common Stock converted their shares to New York Stock Exchange – listed Common Stock, on a share-for-share basis, which resulted in the remaining Class A shares automatically converting into shares of Common Stock on the same basis. As a result of this conversion to a single class of stock, shares of Common Stock that previously had limited voting rights now carry full voting rights.

(3) On December 6, 2006, the Company acquired all of the issued and outstanding capital stock of JLG for $3.1 billion in cash. Amounts include acquisition costs and are net of cash acquired. Fiscal 2007 results included sales of $2.5 billion and operating income of $268.4 million related to JLG following its acquisition.

(4) In fiscal 2006, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment,” requiring the Company to recognize expense related to the fair value of the Company’s stock-based compensation awards. Had SFAS No. 123(R) been in effect for the earliest period presented, results would have been as follows for fiscal 2005 and 2004, respectively: operating income — $263.7 million and $177.2 million; net income — $156.7 million and $109.6 million; net income per share assuming dilution — $2.13 and $1.52.

(5) In fiscal 2005 and 2004, the Company recorded cumulative life-to-date adjustments to increase the overall margin percentage on the MTVR base contract by 2.5 and 2.1 percentage points, respectively, as a result of contract modifications and favorable cost performance compared to previous estimates. These changes in estimates, recorded as cumulative life-to-date adjustments, increased operating income, net income and net income per share by $24.7 million, $15.1 million and $0.21 in fiscal 2005 and $19.5 million, $12.3 million and $0.17 in fiscal 2004, respectively, including $23.1 million, $14.2 million and $0.20 in fiscal 2005 and $16.2 million, $10.2 million and $0.14 in fiscal 2004, respectively, relating to prior year revenues.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FIN ANCIAL CONDITION AND RESULTS OF OPERATIONS

companies in the U.S. and abroad.

All estimates referred to in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refer to the Company’s estimates as of November 3, 2008 when the Company conducted a conference call in connection with its announcement of its earnings for the fourth quarter and fiscal year ended September 30, 2008 and its outlook for fiscal 2009.

Recent Acquisitions Since 1996, the Company has selectively pursued strategic acquisitions to enhance its product offerings and diversify its business. The Company has focused its acquisition strategy on providing a full range of products to customers in specialty vehicle and vehicle body markets that are growing and where it can develop strong market positions and achieve acquisition synergies. Acquisitions completed during the past three fiscal years include:

During fiscal 2007, the Company acquired JLG for $3.1 billion, including transaction costs and the assumption of debt and net of cash acquired. JLG is a leading global manufacturer of access equipment based on gross revenues. The results of JLG’s operations are included in the consolidated results of the Company from the date of acquisition.

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During fiscal 2006, the Company completed two acquisitions: IMT and OSV. In August 2006, the Company acquired IMT for $133.0 million. IMT is a leading North American manufacturer of field service vehicles and truck-mounted cranes for niche markets. In July 2006, the Company completed the acquisition of OSV for $142.0 million. OSV is a leading manufacturer of mobile medical, homeland security command and communications, and broadcast vehicles with sales throughout the Americas and Europe.

Executive Overview During fiscal 2008, the Company experienced sharp year-over-year swings in demand, commodity costs and foreign currency exchange rates that led to sharply higher sales, operating income and earnings per share in the first half of the fiscal year followed by sharp declines in operating income and earnings per share in the second half of the fiscal year. Early in the fiscal year, the Company enjoyed robust demand in Europe and other global markets at its higher-margin access equipment segment. For example, access equipment sales doubled in Europe, Africa and the Middle East in the second fiscal quarter. A weak U.S. dollar further enhanced segment margins in the first half of fiscal 2008. The strength in international access equipment more than offset weakness in other parts of the Company’s business that were facing weak demand in the U.S. At that time, most economists believed that Europe and the rest of the world could escape the U.S. economic downturn. Defense segment sales were also strong in the first half of the fiscal year and remained strong throughout the year.

Beginning in the third fiscal quarter, conditions began to progressively deteriorate. First, steel and fuel costs began to escalate globally, which led to component cost escalation. Then in June 2008, access equipment orders fell sharply in Western Europe and the Company experienced unexpected order cancelations in that region as the weak U.S. economy spread to parts of Western Europe. A competitor reported experiencing a similar sudden slowdown in June 2008. These items, along with slower realization of the benefits of a facility rationalization plan, led the Company to change its view about its ability to turn around the profitability of Geesink, its European refuse collection vehicle business, to the extent and in the timeframe orginally anticipated because near term demand was likely to decline from previous expectations due to weakening economies and its contract manufacturing income from fabrications for JLG was likely to fall as access equipment demand in Europe was declining. These events led the Company to pre-announce a third fiscal quarter earnings shortfall on June 26, 2008 due primarily to weaker than expected access equipment sales and pre-tax charges totaling $175.2 million related to the impairment of intangible assets at Geesink. In the fourth fiscal quarter, the Company began to experience the brunt of the commodity cost escalation. Also, in the fourth quarter, access equipment demand softened further in Europe and domestically as the economic downturn intensified and the U.S. dollar began to strengthen, which together with the cost escalation, adversely impacted JLG operating results compared to both earlier in the fiscal year and to the prior year. Significant market share gains in the Company’s domestic fire apparatus and domestic refuse collection vehicle businesses mitigated the earnings shortfall in the second half of fiscal 2008.

In October 2008, the financial crisis intensified, and the economic downturn experienced in the U.S. and Western Europe had spread to the rest of Europe and Asia. As the Company enters fiscal 2009, it expects to continue to face difficult conditions. In light of these conditions, the Company has been preparing to withstand weaker markets while continuing to drive initiatives to capitalize on the next economic upturn. In June 2008, as costs escalated and demand fell in access equipment, particularly in Western Europe, the Company began to review and reduce its cost structure and reduce production to match lower demand. In the fourth quarter of fiscal 2008, the Company reduced its workforce by approximately 10% and reduced discretionary spending in a manner the Company believes will yield more than $100 million in annual cost savings beginning in fiscal 2009. The Company also moved to increase its low cost country sourcing of materials. Production rate declines permitted the Company to reduce inventories by $241 million and debt by $202 million in the fourth quarter. In October and early November 2008, the Company developed plans to further reduce its workforce by approximately 4% and began to work with suppliers to roll back some of the fiscal 2008 cost increases now that steel and fuel costs have declined somewhat. The Company has continued its strong focus on working capital reduction. The Company expects to reduce its debt by $200 — $250 million in its first quarter of fiscal 2009 and has targeted $500 million or more of aggregate debt reduction in fiscal 2009. The Company expects to continue these actions as necessary in fiscal 2009 to

respond to global changes in demand.

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In fiscal 2009, the Company expects higher defense sales, due to recent high defense budgets and supplemental bills, and higher fire apparatus and domestic refuse collection vehicle sales, due to market share gains, to provide a foundation for the Company’s financial performance in fiscal 2009. The Company further believes that, with its leading market positions, recent FHTV contract award, strong innovation and aftermarket support and projected cash generation, the Company will be favorably positioned to capitalize on the next economic upturn in the U.S. and globally.

As discussed in Part I, Item 1A, “Risk Factors” section of this Annual Report on Form 10-K, the Company’s markets are highly cyclical and the Company has experienced declines in several of its markets over the last 18 months. Based on the Company’s current outlook, there are scenarios under which the Company could fall out of compliance with the financial covenants contained in its credit agreement. However, the Company is proceeding with a plan with the objective of avoiding the need to amend the credit agreement by maintaining compliance with its financial covenants or at least delay seeking an amendment to mitigate any financial impact. The plan involves targeting $500 million or more of debt reduction in fiscal 2009 and maintaining strong fiscal management. If the Company is not successful in delivering the higher end of its earnings per share estimate range for fiscal 2009 and timely debt reduction of $500 million or more, then the Company will need to request an amendment to its credit agreement. In the event that the Company would need to amend its credit agreement, the Company would likely incur substantial up front fees and significantly higher interest costs than reflected in the Company’s earnings per share estimate range for fiscal 2009 and other terms in the amendment would likely be significantly less favorable than those in the Company’s current credit agreement. The Company believes, based on discussions with its lead banks, that an amendment could be obtained if ultimately necessary, but no assurance can be given that this will remain the case at such time that the Company may request such an amendment. The Company believes that it has adequate liquidity to operate its business.

Details of the Company’s financial performance in fiscal 2008 compared to fiscal 2007 and its expectations for its financial performance in fiscal 2009 compared to fiscal 2008 follow:

Consolidated net sales were $7.1 billion in fiscal 2008, an increase of 13.2% over fiscal 2007. The inclusion of JLG in the results for the entire fiscal year in 2008 as compared to only ten months in fiscal 2007, strong access equipment sales in Europe, significantly higher defense sales and favorable foreign currency exchange rates drove the increase in consolidated net sales.

While revenue grew during fiscal 2008, operating income declined $184.0 million, or 31.2%, from the prior year to $406.3 million and earnings per share fell to $1.06, or 70.4%, from fiscal 2007. The lower operating results in fiscal 2008 were largely driven by the $175.2 million pre-tax, non-cash impairment charges the Company recorded during the third quarter for the impairment of goodwill and other indefinite-lived intangible assets at Geesink. Lower operating performance for certain operating units, including Geesink, within the commercial and fire & emergency segments as a result of lower sales combined with higher corporate costs also contributed to the significantly lower earnings during fiscal 2008.

Access equipment experienced solid sales growth outside of North America through the third fiscal quarter, until economies in Western Europe began to slow, causing a sharp and sudden slowdown in order activity in certain Western European markets in June 2008. Access equipment sales increased 21.5% in fiscal 2008 primarily driven by the inclusion of JLG’s results for the entire twelve month period in fiscal 2008 versus only ten months of ownership in the prior year period and higher international demand, partially offset by lower demand in the U.S. Access equipment segment operating income was $360.1 million, or 11.7% of sales, in fiscal 2008 compared to $268.4 million, or 10.6% of sales, in fiscal 2007. Operating income margins in fiscal 2008 benefited from favorable foreign currency exchange rates and a favorable product and customer mix.

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 the Company’s defense vehicles operated in Iraq. During fiscal 2008, the Company’s defense segment increased production of new and remanufactured trucks to meet the requirements of its largest customer, the DoD, in its mission to successfully complete Operation Iraqi Freedom. As a result, defense segment sales rose 33.6% in fiscal 2008, while sales of new and remanufactured trucks increased over 30% and parts and service sales increased nearly 40% in fiscal 2008 as compared to the

Percentage Increase (Decrease) vs. Prior Year

Fiscal 2008

Fiscal 2009 Estimate (1)

Sales 13.2% (6.1)% - (11.7)% Operating income (31.2)% (1.5)% - (13.9)% Net income (70.4)% 56.5% - 94.3% Earnings per share assuming dilution (70.4)% 55.7% - 93.4% (1) Company estimates as of November 3, 2008.

prior year. Due to a higher mix of lower-margin truck sales, lower negotiated margins on the FHTV contract and inefficiencies on the start-up of a contract, operating margin declined from 17.3% of sales in the prior year to 14.0% of sales in fiscal 2008. As a result, operating income for the defense segment only increased 8.2% for fiscal 2008 compared to the prior year.

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The Company’s fire & emergency segment experienced sales growth of 4.4% in fiscal 2008 compared to fiscal 2007, but operating income declined 12.6%. The increase in sales reflected higher domestic fire apparatus sales as a result of continued market share gains and higher airport products sales due to international sales growth, offset in part by weaker demand for towing equipment as well as mobile medical trailers and broadcast vehicles. The decrease in operating income for fiscal 2008 was the result of softness in the towing equipment markets as well an operating loss at OSV, the Company’s domestic mobile medical trailer and broadcast vehicle business.

Sales in the Company’s commercial segment decreased 16.9% in fiscal 2008. The decrease in sales was largely attributable to recessionary declines in concrete placement product sales as a result of lower U.S. residential construction and lower demand subsequent to the pre-buy ahead of the January 2007 diesel engine emissions standards changes in the U.S. Sales at the Company’s European refuse collection vehicle business were up 27.7% in fiscal 2008 as compared to the prior year due largely to stronger demand in The Netherlands and favorable foreign currency exchange rates.

The Company’s commercial segment incurred an operating loss of $204.0 million in fiscal 2008 compared to operating income of $57.7 million in the prior year. The operating loss was related to losses at Geesink and a decrease in domestic concrete placement product sales. Geesink sustained an operating loss of $212.3 million in fiscal 2008 compared with an operating loss of $19.3 million in fiscal 2007. The increase in the operating loss was primarily due to non-cash charges for the impairment of intangible assets of $175.2 million, costs associated with the rationalization of manufacturing facilities, inefficiencies associated with the relocation and start-up of production of Norba-branded products in The Netherlands and increased material and warranty costs. In June 2008, it became evident that synergies related to Geesink’s facility rationalization program would be lower than expected and costs to execute the rationalization would be higher than anticipated. The resulting slower than expected and more difficult return to profitability of Geesink’s business, further escalation of raw material costs and a reduction in fabrication volume for the Company’s access equipment segment at Geesink’s Romania facility due to a slowdown in the European access equipment market led to the Company’s conclusion that the charges for impairment were required. With the assistance of a third-party valuation firm, the Company determined that Geesink goodwill and non-amortizable intangible assets were impaired and the Company recorded the non-cash impairment charges of $175.2 million in the third quarter of fiscal 2008. The Company expects to record improved results, albeit still a loss, at this business in fiscal 2009 as it continues to work to improve the operational efficiency of this business.

The Company’s focus in fiscal 2009 will be on managing costs, generating cash flow and reducing debt. The financial credit crisis has created much uncertainty about near term future economic conditions and has made it more difficult to project results for fiscal 2009. The Company expects that current economic conditions will negatively impact a number of its businesses into or through all of fiscal 2009. The Company estimates that its sales will decrease to $6.3 — $6.7 billion and that its earnings per share will range between $1.65 and $2.05. The Company expects continued weakness in economies worldwide to significantly affect sales in the access equipment segment and concrete placement portion of its commercial segment in fiscal 2009, driving consolidated sales down from $7.1 billion in fiscal 2008. The Company expects that the decreases in sales in these two businesses will be partially offset by a strong increase in defense segment sales due to U.S. government requirements for new heavy-payload tactical vehicles. The Company expects consolidated operating income margins to be between 5% and 6% as a result of lower sales expectations, under absorption of fixed costs and increases in the costs of raw materials in the access equipment segment, offset in part by the expected return to profitability of the Company’s commercial segment. See “Fiscal 2009 Outlook” for further details regarding the Company’s fiscal 2009 estimates.

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Results of Operations Consolidated Net Sales – Three Years Ended September 30, 2008 The following table presents net sales (see definition of net sales contained in Note 2 of the Notes to Consolidated Financial Statements) by business segment (in millions):

Fiscal Year Ended September 30,

Net sales 2008 2007 2006

The following table presents net sales by geographic region based on product shipment destination (in millions):

Fiscal 2008 Compared to Fiscal 2007

Consolidated net sales increased 13.2% to $7.14 billion in fiscal 2008 compared to fiscal 2007. The inclusion of JLG in the results for the entire fiscal year in 2008 as compared to only ten months in fiscal 2007, strong access equipment sales in Europe, significantly higher defense sales and favorable foreign currency exchange rates drove the increase in consolidated net sales.

Access equipment net sales increased 21.5% to $3.09 billion in fiscal 2008 compared to fiscal 2007. The increase was driven by the inclusion of JLG sales for the entire year compared to the Company’s ownership for ten months in the prior year period and significantly stronger demand for aerial work platforms outside North America. Favorable foreign currency exchange rates also increased sales by $130.0 million. These increases were offset in part by lower demand in North America in fiscal 2008 compared to the prior year as a result of slowing non-residential construction markets. Access equipment sales in the prior year represented sales of JLG from December 6, 2006, the date of acquisition, through the end of the fiscal year.

Defense segment net sales increased 33.6% to $1.89 billion in fiscal 2008 compared to fiscal 2007. The increase was attributable to an increase in sales of new and remanufactured trucks, as well as higher parts and service sales. Sales of new and remanufactured trucks were up 32.3% versus the prior year 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 increased nearly 40% in fiscal 2008 on significantly higher armor kit shipments and service work.

Fire & emergency segment net sales increased 4.4% to $1.19 billion in fiscal 2008 compared to fiscal 2007. The increase in sales reflected higher domestic fire apparatus sales as a result of continued market share gains and higher airport product sales, due partially to higher international sales, offset in part by weaker demand for towing equipment as well as mobile medical trailers and broadcast vehicles. The towing equipment vehicle market was negatively impacted by lower demand as a result of rising fuel prices and uncertainty in the U.S. economy. A reduction in medical reimbursement rates by the U.S. government to providers of mobile medical imaging services had a negative effect on sales of mobile medical trailers, and during the first half of fiscal 2008, a writers’ strike reducing television networks’ advertising revenues negatively impacted the broadcast vehicle market.

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Commercial segment net sales decreased 16.9% to $1.04 billion in fiscal 2008 compared to fiscal 2007. The decrease was largely the result of lower domestic concrete placement product sales in fiscal 2008 compared to fiscal 2007 due to a slowdown in U.S. residential construction and low volume subsequent to the pre-buy ahead of 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 27.7% in fiscal 2008 compared to fiscal 2007 due to higher demand in The Netherlands. Favorable foreign currency exchange rates also increased reported sales by $25.5 million.

Fiscal 2007 Compared to Fiscal 2006

Consolidated net sales increased $2.88 billion, or 84.0%, to $6.31 billion in fiscal 2007 compared to fiscal 2006. Net sales increased in all segments. The acquisitions of OSV, IMT and JLG contributed $2.73 billion of the sales increase in fiscal 2007.

Access equipment $ 3,085.9 $ 2,539.5 $ -- Defense 1,891.9 1,416.5 1,317.2 Fire & emergency 1,192.8 1,142.2 961.5 Commercial 1,037.0 1,248.3 1,190.3 Intersegment eliminations (69.3 ) (39.2 ) (41.6 )

Consolidated $ 7,138.3 $ 6,307.3 $ 3,427.4

Fiscal Year Ended September 30,

Net sales 2008 2007 2006

United States $ 4,997.2 $ 4,745.5 $ 2,820.6 Other North America 180.6 212.8 76.3 Europe, Africa and the Middle East 1,544.1 1,083.7 431.8 Rest of the World 416.4 265.3 98.7

Consolidated $ 7,138.3 $ 6,307.3 $ 3,427.4

Access equipment net sales were $2.54 billion in fiscal 2007. Access equipment sales represent sales of JLG from December 6, 2006, the date of its acquisition, through the end of the fiscal year. After the date of acquisition in fiscal 2007, JLG experienced strong demand in Europe and Asia for all products and in North America for aerial work platforms. The segment also benefited from the start-up of production of Caterpillar-branded telehandlers. The segment experienced softer demand for its traditional telehandlers in North America as a result of a slowdown in residential construction.

Defense segment net sales increased 7.5% to $1.42 billion in fiscal 2007 compared to fiscal 2006. The increase compared to the prior year was attributable to an increase in sales of new and remanufactured trucks, offset by sharply lower parts and service sales. Sales of medium-payload tactical vehicles to the DoD in fiscal 2007 more than offset a decrease in international truck sales due to the completion of the U.K. Wheeled Tanker contract in the first quarter of fiscal 2007. The sharp decrease in parts and service sales resulted from the completion of several nonrecurring, large armor and armor installation projects in fiscal 2006.

Fire & emergency segment net sales increased 18.8% to $1.14 billion in fiscal 2007 compared to fiscal 2006. The acquisition of OSV added sales of $101.7 million in fiscal 2007. Sales rose 8.4% for other businesses in the segment, reflecting higher sales for all domestic business units, most notably fire apparatus and towing products. The increase in domestic fire apparatus sales reflected higher demand for chassis with engines purchased in advance of diesel engine emissions standards changes effective January 1, 2007, increased pricing and some market share gains. The increase in towing product sales reflected a higher mix of package sales, which include both a wrecker unit and a purchased chassis.

Commercial segment net sales increased 4.9% to $1.25 billion in fiscal 2007 compared to fiscal 2006 due to the addition of IMT for the full year and higher domestic refuse collection vehicle sales. The acquisition of IMT added net sales of $85.8 million in fiscal 2007. Domestic refuse collection vehicle sales were 23.9% higher in fiscal 2007 due to an increase in shipments to large U.S. commercial waste haulers and municipalities. A 10.2% decrease of concrete placement product sales in fiscal 2007 as compared to fiscal 2006, largely due to lower domestic concrete mixer volume subsequent to the January 1, 2007 changes to diesel engine emissions standards and a slowdown in residential construction, partially offset the increase in sales of refuse collection vehicles. European refuse collection vehicle sales were also down 9.2% in fiscal 2007 as compared to fiscal 2006 due to soft demand for the Company’s products in the United Kingdom, the lack of available chassis for mounting refuse collection vehicles in France during the first half of the fiscal year and some market share losses.

Consolidated Operating Income – Three Years Ended September 30, 2008 The following table presents operating income by business segment (in millions):

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Fiscal 2008 Compared to Fiscal 2007

Consolidated operating income declined 31.2% to $406.3 million, or 5.7% of sales, in fiscal 2008 compared to $590.3 million, or 9.4% of sales, in fiscal 2007. Operating income declined in fiscal 2008 principally due to non-cash intangible asset impairment charges recorded in the third quarter of $175.2 million related to Geesink.

Access equipment segment operating income increased 34.1% to $360.1 million, or 11.7% of sales, in fiscal 2008 compared to $268.4 million, or 10.6% of sales, in fiscal 2007. 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 charges of $14.0 million related to the revaluation of inventory at the acquisition date of JLG. In addition, operating income for fiscal 2008 benefited from favorable foreign currency exchange rates and a favorable product and customer mix.

Defense segment operating income increased 8.2% to $265.2 million, or 14.0% of sales, in fiscal 2008 compared to $245.0 million, or 17.3% of sales, in fiscal 2007. The decrease in operating income as a percentage of sales during fiscal 2008 reflected a higher mix of lower-margin truck sales, lower negotiated margins on the FHTV contract and inefficiencies on the start-up of a contract, offset in part by the reduction of a warranty reserve upon the expiration of a systemic warranty.

Fiscal Year Ended September 30,

Operating income (expense): 2008 2007 2006

Access equipment $ 360.1 $ 268.4 $ -- Defense 265.2 245.0 242.2 Fire & emergency 93.9 107.5 90.0 Commercial (204.0 ) 57.7 66.2 Corporate and other (108.9 ) (88.3 ) (72.5 )

Consolidated $ 406.3 $ 590.3 $ 325.9

Fire & emergency segment operating income decreased 12.6% to $93.9 million, or 7.9% of sales, in fiscal 2008 compared to $107.5 million, or 9.4% of sales, in fiscal 2007. The decrease in both operating income and operating income margin was the result of softness in the towing equipment market and adverse product mix as well as operating losses at OSV, the Company’s domestic mobile medical trailer and broadcast vehicle business.

The commercial segment incurred an operating loss of $204.0 million, or 19.7% of sales, in fiscal 2008 compared to operating income of $57.7 million, or 4.6% of sales, in fiscal 2007. The operating loss for fiscal 2008 included $175.2 million in non-cash charges related to the impairment of intangible assets at Geesink. Operating income performance was also negatively impacted by other operating losses at Geesink and significantly lower domestic concrete mixer sales as a result of a slowdown in the U.S. residential construction market combined with lower unit volumes subsequent to the pre-buy ahead of the January 2007 diesel engine emissions standards changes. Geesink sustained an operating loss of $212.3 million in fiscal 2008 compared to an operating loss of $19.3 million in fiscal 2007. In addition to the $175.2 million of non-cash charges for the impairment of intangible assets, the increase in the operating loss related to costs associated with the rationalization of manufacturing facilities, inefficiencies associated with the relocation and start-up of production of Norba-branded products in The Netherlands and increased material and warranty costs.

Corporate operating expenses and inter-segment profit eliminations increased $20.6 million to $108.9 million, or 1.5% of consolidated sales, in fiscal 2008 compared to $88.3 million, or 1.4% of consolidated sales, in fiscal 2007. The increase was largely due to higher personnel costs and additional information technology spending to support the Company’s growth objectives and the reduction of litigation expense reserves in the prior year period.

Consolidated selling, general and administrative expenses increased 19.2% to $532.5 million, or 7.5% of sales, in fiscal 2008 compared to $446.6 million, or 7.1% of sales, in the prior year due largely to inclusion of JLG for a full twelve months in fiscal 2008. Consolidated selling, general and administrative expenses as a percentage of sales increased largely due to increased corporate expenses.

Fiscal 2007 Compared to Fiscal 2006

Consolidated operating income increased 81.1% to $590.3 million, or 9.4% of sales, in fiscal 2007 compared to $325.9 million, or 9.5% of sales, in fiscal 2006. The acquisitions of OSV, IMT and JLG contributed $287.7 million of the operating income increase in fiscal 2007. The slight decrease in operating income as a percentage of sales was generally due to lower margins in the Company’s defense and commercial segments.

Access equipment segment operating income was $268.4 million, or 10.6% of sales, in fiscal 2007. Operating income for the access equipment segment in fiscal 2007 included charges of $14.0 million related to the revaluation of inventory as of the JLG acquisition date and $56.1 million for the recurring amortization of JLG intangible and tangible assets recorded as part of the preliminary purchase accounting for the JLG acquisition.

Defense segment operating income increased 1.1% to $245.0 million, or 17.3% of sales, in fiscal 2007 compared to $242.2 million, or 18.4% of sales, in fiscal 2006. The decrease in operating income as a percentage of sales during fiscal 2007 reflected an adverse truck product mix, inefficiencies on the start-up of a contract and lower negotiated margins on the renewal of the FHTV contract, offset in part by the benefit of higher sales and relatively flat operating expenses.

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Fire & emergency segment operating income increased 19.4% to $107.5 million, or 9.4% of sales, in fiscal 2007 compared to $90.0 million, or 9.4% of sales, in fiscal 2006. The acquisition of OSV added operating income of $8.1 million in fiscal 2007. Operating income for the other businesses in the segment increased 10.4% in fiscal 2007 compared to fiscal 2006. The increase in operating income in fiscal 2007 compared to fiscal 2006 was primarily the result of strong sales and improved margins at the Company’s domestic fire apparatus business as a result of ongoing cost reduction initiatives and a decrease in operating losses at the Company’s ambulance business.

Commercial segment operating income decreased 12.9% to $57.7 million, or 4.6% of sales, in fiscal 2007 compared to operating income of $66.2 million, or 5.6% of sales, in fiscal 2006. The acquisition of IMT added $11.2 million of operating income in fiscal 2006. Operating income for the other businesses in the segment fell 30.6% in fiscal 2007 compared to fiscal 2006 due to a $19.3 million operating loss sustained at the Company’s European refuse collection vehicle operations versus operating income of $2.9 million in fiscal 2006. The operating loss at the Company’s European refuse collection vehicle operations in fiscal 2007 resulted primarily from lower unit volumes, increased warranty provisions and charges totaling $9.7 million in connection with a reduction in its European refuse collection vehicle business salaried and hourly workforce, the closure of an underutilized facility and other adjustments related to a plan to turn around this business.

Corporate operating expenses and inter-segment profit eliminations increased $15.8 million to $88.3 million, or 1.4% of sales, in fiscal 2007 compared to fiscal 2006 due to higher personnel costs, higher professional services fees and increased travel expenses, offset in part by lower acquisition investigation and related costs.

Consolidated selling, general and administrative expenses increased 63.0% to $446.6 million, or 7.1% of sales, in fiscal 2007 compared to

$274.0 million, or 8.0% of sales, in the prior year. Consolidated selling, general and administrative expenses as a percentage of sales decreased as a result of the leveraging of fixed costs over higher acquisition-related sales.

Non-Operating Income – Three Years Ended September 30, 2008 Fiscal 2008 Compared to Fiscal 2007

Interest expense net of interest income increased $10.5 million to $205.0 million in fiscal 2008 compared to fiscal 2007, largely as a result of interest on borrowings incurred in connection with the JLG acquisition for a full year in fiscal 2008 compared to approximately ten months in the prior fiscal year.

Other miscellaneous loss of $10.9 million in fiscal 2008 related primarily to net foreign currency transaction losses.

Fiscal 2007 Compared to Fiscal 2006

Interest expense net of interest income increased $193.7 million to $194.5 million in fiscal 2007 compared to fiscal 2006, largely as a result of borrowings incurred in connection with the JLG acquisition.

Other miscellaneous loss of $0.1 million in fiscal 2007 related primarily to net foreign currency transaction losses.

Provision for Income Taxes – Three Years Ended September 30, 2008 Fiscal 2008 Compared to Fiscal 2007

The effective income tax rate for fiscal 2008 was 62.0% compared to 34.2% in fiscal 2007. The increase in the effective tax rate resulted primarily from the impairment of non-deductible Geesink goodwill, which caused the effective tax rate to increase by 30.8 percentage points. The fiscal 2008 effective tax rate was positively impacted by a European tax incentive which benefited the effective rate by 11.0 percentage points offset in part by a valuation allowance on tax net operating losses, primarily in The Netherlands, of 5.1 percentage points.

Fiscal 2007 Compared to Fiscal 2006

The effective income tax rate for fiscal 2007 was 34.2% compared to 37.3% in fiscal 2006. The rate decrease related to the impacts of the JLG acquisition, a favorable tax audit settlement, a favorable European tax ruling and the re-instatement of the federal research and development tax credit.

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Equity in Earnings of Unconsolidated Affiliates – Three Years Ended September 30, 2008 Fiscal 2008 Compared to Fiscal 2007

Equity in earnings of unconsolidated affiliates, net of income taxes, of $6.3 million in fiscal 2008 and $7.3 million in fiscal 2007 primarily represent the Company’s equity interest in a lease financing partnership, a commercial entity in Mexico and a joint venture in Europe.

Fiscal 2007 Compared to Fiscal 2006

Equity in earnings of unconsolidated affiliates, net of income taxes, of $7.3 million in fiscal 2007 and $2.3 million in fiscal 2006 primarily represent the Company’s equity interest in a lease financing partnership, a commercial entity in Mexico and a joint venture in Europe. The increase in equity in earnings in fiscal 2007 represents improved performance of the commercial entity in Mexico and the addition of the joint venture in Europe, which was acquired as part of the acquisition of JLG.

Liquidity and Capital Resources The Company’s capitalization was as follows:

September 30, 2008 2007

Cash and cash equivalents $ 88.2 $ 75.2

In addition to cash and cash equivalents of $88.2 million, the Company had $478.9 million of unused availability under the terms of its Revolving Credit Facility (as defined below) as of September 30, 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 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’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 September 2008, Standard & Poor’s Ratings Services lowered the Company long-term debt rating from BB to BB-, citing expectations for weaker future demand from its key markets. In May 2008, Moody’s Investors Service affirmed the Company’s corporate rating on the Company’s long-term debt as Ba3. A further downgrade in our credit rating could limit the Company’s access to public debt markets, could limit the institutions willing to provide credit facilities and could make any future credit facility amendment more costly and/or difficult to obtain.

As discussed in Part I, Item 1A, “Risk Factors” section of this Annual Report on Form 10-K, the Company’s markets are highly cyclical and the Company has experienced declines in several of its markets over the last 18 months. Based on the Company’s current outlook, there are scenarios under which the Company could fall out of compliance with the financial covenants contained in its credit agreement. However, the Company is proceeding with a plan with the objective of avoiding the need to amend the credit agreement by maintaining compliance with its financial covenants or at least delay seeking an amendment to mitigate any financial impact. The plan involves targeting $500 million or more of debt reduction in fiscal 2009 and maintaining strong fiscal management. If the Company is not successful in delivering the higher end of its earnings per share estimate range for fiscal 2009 and timely debt reduction of $500 million or more, then the Company will need to request an amendment to its credit agreement. In the event that the Company would need to amend its credit agreement, the Company would likely incur substantial up front fees and significantly higher interest costs than reflected in the Company’s earnings per share estimate range for fiscal 2009 and other terms in the amendment would likely be significantly less favorable than those in the Company’s current credit agreement. The Company believes, based on discussions with its lead banks, that an amendment could be obtained if ultimately necessary, but no assurance can be given that this will remain the case at such time that the Company may request such an amendment. The Company believes that it has adequate liquidity to operate its business.

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Operating Cash Flows

The Company’s operating activities provided cash of $390.4 million in fiscal 2008 compared to $406.0 million in fiscal 2007. The reduction in cash flows from operations as compared to fiscal 2007 was largely the result of higher income tax payments of $55.9 million and value added tax (“VAT”) payments, offset in part by a decrease in operating working capital (which the Company defines as trade accounts receivable plus inventory less accounts payable and customer advances), which consumed $85.8 million less cash in fiscal 2008 versus the prior year. The Company incurred higher income tax payments in fiscal 2008 compared to fiscal 2007, primarily because the prior year period benefited from acquisition-related deductions.

Cash generated (used) from changes in operating working capital were as follows:

The increase in cash provided from changes in operating working capital in fiscal 2008 was primarily due to higher cash collections on

Total debt 2,774.0 3,057.1 Shareholders' equity 1,388.6 1,393.6 Total capitalization (debt plus equity) 4,162.6 4,450.7 Debt to total capitalization 66.6 % 68.7 %

Fiscal Year Ended September 30,

2008 2007

Receivables, net $ 65.6 $ (408.9 ) Inventories, net (38.7 ) 116.0 Accounts payable 15.6 137.8 Customer advances (41.3 ) 70.5

Cash generated (used) from changes in operating working capital $ 1.2 $ (84.6 )

receivables and longer payment terms for accounts payable, offset in part by additional inventory within the access equipment segment and the timing of performance-based payments in the Company’s defense segment. In fiscal 2007, the acquisition of JLG resulted in an increase in trade accounts receivable and inventory due to the timing of the JLG acquisition during a seasonally slow period. The access equipment segment had been producing inventory through June 2008 based on a combination of orders in backlog and a robust forecast of orders to be received. In June 2008, the access equipment segment experienced weaker than previously expected orders, a number of order cancellations and notices from several large customers that they would be significantly decreasing their purchases for the remainder of the calendar year, resulting in higher inventory levels at June 30, 2008 than previously planned. The Company has adjusted production within the access equipment segment to reflect the Company’s revised sales outlook. During 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 did not conclude negotiations regarding the renewal of this contract until the first quarter of fiscal 2009, which delayed the initial performance-based payment under this contract.

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 fiscal 2008 was $100.2 million compared to $3.23 billion in fiscal 2007, which included $3.14 billion of cash used for the acquisition of JLG in December 2006. Capital spending, excluding equipment held for rental, of $75.8 million in fiscal 2008 was relatively consistent with capital spending in fiscal 2007. Capital expenditures were made primarily for increasing capacity, replacing equipment, supporting new product development, and improving information technology systems. In fiscal 2009, the Company expects capital spending to be approximately $60 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 resulted in a net use of cash of $273.6 million during fiscal 2008 compared to cash provided from financing operations of $2.87 billion during fiscal 2007, which included $3.07 billion of cash provided by financing activities during fiscal 2007 related to borrowings used to finance the acquisition of JLG.

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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. As a result of excess available cash, the Company prepaid its quarterly principal payments which were originally due in December 2008 and March 2009. In addition, the Company has paid all of the remaining quarterly principal payments on the Term Loan B, as well as $110.5 million of the final principal payment under the Term Loan B.

The estimated future maturities under the Credit Agreement for the six fiscal years succeeding September 30, 2008 are as follows: 2009 — $25.0 million; 2010 — $50.0 million; 2011 — $50.0 million; 2012 — $262.5 million; 2013 — $0.0 million and 2014 — $2,314.0 million.

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 September 30, 2008 was 4.58% and 4.32% for the Term Loans A and B, respectively.

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 in the credit agreement) of 4.75x for the fiscal quarter ending on 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 in the credit agreement) 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 September 30, 2008.

To manage a portion of the Company’s interest rate risk, the Company entered into an amortizing interest rate swap agreement on January 11, 2007, which effectively fixed the interest payment of a portion of certain floating-rate debt instruments. The swap, which has a termination date of December 6, 2011, effectively fixed the LIBOR-based interest rate on the 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 September 30, 2008 was $2.0 billion and reduces in varying amounts annually each December until the termination date. Under the terms of the swap agreement, the notional amount of the swap will decline to $1.25 billion in December 2008. Neither the Company nor the counterparty, which is a prominent financial institution, is required to collateralize their respective obligations under these swaps. The Company is exposed to loss if the

counterparty defaults, but the Company has no knowledge of any risk of counterparty default as of the date of this filing.

Refer to Note 11 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s outstanding debt as of September 30, 2008.

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Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements Following is a summary of the Company’s contractual obligations and payments due by period following September 30, 2008 (in millions):

The Company incurs contingent limited recourse liabilities with respect to customer financing activities in the access equipment segment. For additional information relative to guarantees, see Note 12 of the Notes to Consolidated Financial Statements.

The following is a summary of the Company’s commercial commitments (in millions):

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Payments Due by Period

Contractual Obligations Total

Less Than 1 Year 1-3 Years 3-5 Years

More Than 5 Years

Long-term debt (including interest) $ 3,724.3 $ 286.4 $ 486.3 $ 606.4 $ 2,345.2 Limited recourse debt (1) 3.9 3.9 -- -- -- Leases: Capital 3.9 0.8 1.6 1.2 0.3 Operating 102.8 29.5 37.7 16.0 19.6 Purchase obligations (2) 800.2 797.9 2.3 -- -- Other long-term liabilities: Uncertain tax positions (3) 2.0 2.0 -- -- -- Fair value of derivatives 44.3 26.6 17.3 0.4 -- Other 3.1 0.8 0.9 0.4 1.0

Total contractual obligations $ 4,684.5 $ 1,147.9 $ 546.1 $ 624.4 $ 2,366.1

(1) Limited recourse debt is the result of the sale of finance receivables through limited recourse monetization transactions.

(2) The Company utilizes blanket purchase orders to communicate expected annual requirements to many of its suppliers or contractors. Requirements under blanket purchase orders generally do not become “firm” until four weeks prior to the Company’s scheduled unit production. The purchase obligations amount included above represents the value of commitments considered firm, plus the value of all outstanding subcontracts.

(3) Due to the uncertainty of the timing of settlement with taxing authorities, the Company is unable to make reasonably reliable estimates of the period of cash settlement of unrecognized tax benefits for the remaining uncertain tax liabilities. Therefore, $46.8 million of unrecognized tax benefits as of September 30, 2008 have been excluded from the Contractual Obligations table above. See Note 18 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s unrecognized tax benefits as of September 30, 2008.

Amount of Commitment Expiration Per Period

Commercial Commitments Total

Less Than 1 Year 1-3 Years 3-5 Years

More Than 5 Years

Customer financing guarantees to third parties $ 193.5 $ 82.1 $ 70.1 $ 20.0 $ 21.3 Standby letters of credit 23.9 12.5 11.0 0.4 -- Corporate guarantees 10.1 9.3 0.4 0.4 --

Total commercial commitments $ 227.5 $ 103.9 $ 81.5 $ 20.8 $ 21.3

Certain Assumptions The expectations reflected in the forward-looking statements in this Annual Report on Form 10-K, in particular those with respect to projected sales, costs, earnings, capital expenditures, debt levels and cash flows, 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 estimates for the level of concrete placement activity, housing starts, non-residential construction spending and mortgage rates globally; the performance of the U.S. and European economies; the level of the Company’s borrowing costs and that the Company will not need to amend its credit agreement to maintain compliance with financial covenants; 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 ability to offset higher steel and raw material costs through decreases in other costs or product selling price increases; 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 across the Company; the Company’s ability to turn around its Geesink business; the Company’s ability to turn around the Oshkosh Specialty Vehicles business sufficiently to support its current valuation resulting in no impairment charges; that there will be no further impairments of the Company’s other long-lived assets; 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 Medicare reimbursement rates on capital spending of mobile medical providers; 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 impact of rising costs under firm, fixed-priced contracts, including the FHTV and LVSR contracts; 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 personnel; and the Company’s estimates for foreign currency exchange rates, working capital needs and effective income tax rates. 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.

Fiscal 2009 Outlook The Company estimates that fiscal 2009 consolidated net sales will range between $6.3 billion and $6.7 billion, a decrease from fiscal 2008 net sales of 6.1% to 11.7%. These estimates assume that worldwide equity and credit markets will stabilize in the next few months. If these markets do not stabilize, the Company would expect access equipment, commercial and, to a lesser extent, fire & emergency segment sales to be impacted by lower demand for their products and services. All comparisons are to the Company’s fiscal 2008 results.

The Company expects access equipment segment sales in fiscal 2009 will decrease about 30%, plus or minus a couple percentage points. The decrease in sales reflects weak sales in North America and Europe as both residential and non-residential construction markets are expected to be weak, offset in part by an increase in demand for some smaller emerging markets and a modest increase in aftermarket sales.

Based on additional funding provided for the Company’s truck programs in recently enacted federal spending bills intended to fund Operation Iraqi Freedom, the Company is projecting defense segment sales to grow 20% to 25% in fiscal 2009.

The Company expects fire & emergency segment sales to be down 5% to 10% in fiscal 2009, as strength in domestic fire apparatus and airport product businesses is not expected to be sufficient to offset lower demand in the other businesses in the segment. The anticipated growth at the Company’s domestic fire apparatus business reflects market share gains as well as announced price increases.

The Company estimates commercial segment sales to be flat to down 10% in fiscal 2009, due to continued weakness in residential and non-residential construction markets, offset in part by growth in refuse collection vehicle product sales. The Company does not expect to see any increase in demand for concrete placement vehicles in fiscal 2009 in advance of the diesel engine emissions standards changes effective January 2010.

The Company is projecting consolidated operating income of between $350 million and $400 million in fiscal 2009, reflecting consolidated operating income margins of between 5% and 6%. The anticipated reduction in consolidated margin is primarily the result of lower margins in the Company’s access equipment and defense segments.

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The Company is projecting access equipment operating income margins to be down to 3.5% to 4.5% in fiscal 2009, reflecting under absorption of fixed costs as a result of the expected lower volumes, higher steel and component costs prior to the effective date of the sales price increase and unfavorable foreign currency exchange rates, offset in part by the benefit of the cost reduction activities taken in fiscal 2008.

Defense segment operating income margins are projected to decrease 200 to 250 basis points in fiscal 2009, reflecting a higher percentage of sales under the lower margin FHTV and LVSR contracts. Fire & emergency segment margins are projected to be up approximately 100 to 150 basis points in fiscal 2009, reflecting the impact of recent cost reduction initiatives and improved sales mix among businesses within the segment. Commercial segment operating income margins are projected to be slightly better than break even in fiscal 2009 as a result of improved results at Geesink, as the majority of the facility rationalization costs were incurred in fiscal 2008, and the benefits of cost reduction initiatives in the segment’s domestic businesses.

The Company estimates that corporate operating expenses and inter-segment profit eliminations will be flat to slightly down compared to fiscal 2008. This estimate reflects the benefits of the cost reduction initiatives, offset by additional estimated expense associated with a potential sale of receivables and general inflationary increases. The Company estimates that net interest and other expenses will be approximately $180 million in fiscal 2009 largely due to the expected repayment of additional debt incurred in connection with the JLG acquisition. If the Company is unsuccessful with its plan to avoid seeking an amendment of its credit agreement in fiscal 2009, the resulting amendment would likely involve substantial upfront fees and significantly higher interest costs than reflected in this $180 million estimate.

The Company estimates that in fiscal 2009 its effective income tax rate will be approximately 33% as a result of a reduction in the European tax incentive offset by a reduction in unbenefited losses and the re-instatement in October 2008 of the research & development tax credit. The Company estimates that equity in earnings of unconsolidated affiliates will approximate $4.0 million.

During fiscal 2009, the Company is targeting to reduce its outstanding debt by $500 million or more, resulting in debt of about $2.27 billion at September 30, 2009. The Company anticipates capital spending to approximate $60 million in fiscal 2009.

These estimates result in the Company’s estimates of fiscal 2009 net income between $124 million and $154 million and earnings per share between $1.65 and $2.05, assuming that no amendment of its credit agreement is necessary in fiscal 2009.

Critical Accounting Policies The Company’s significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements. The Company considers the following policies to be the most critical in understanding the judgments that are involved in the preparation of the Company’s consolidated financial statements and the uncertainties that could impact the Company’s financial condition, results of operations and cash flows.

Revenue Recognition: The Company recognizes revenue on equipment and parts sales when contract terms are met, collectability is reasonably assured and a product is shipped or risk of ownership has been transferred to and accepted by the customer. Revenue from service agreements is recognized as earned, when services have been rendered.

The Company records revenues under certain long-term, fixed-price defense contracts using the percentage-of-completion method of accounting, generally using either the cost-to-cost or units accepted method as the measurement basis for effort accomplished. Profits expected to be realized on contracts are based on management estimates of total contract sales value and costs at completion. Estimated amounts for contract changes and claims are included in contract sales only when realization is estimated to be probable. Assumptions used for recording sales and earnings are recognized as a cumulative life-to-date adjustment in the period of change to reflect revisions in contract value and estimated costs. In the period in which it is determined that a loss will be incurred on a contract, the entire amount of the estimated loss is charged to cost of sales.

The Company accounts for certain equipment lease contracts as sales-type leases. The present value of all payments, net of executory costs (such as legal fees), is recorded as revenue, the related cost of the equipment is charged to cost of sales, certain profit is deferred in accordance with lease accounting rules and interest income is recognized over the terms of the leases using the effective interest method.

The Company enters into rental purchase guarantee agreements with some of its customers. These agreements are normally for a term of no greater than twelve months and provide for rental payments with a guaranteed purchase at the end of the agreement. At the inception of the agreement, the Company records the full amount due under the agreement as revenue and the related cost of the equipment is charged to cost of sales.

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Sales Incentives: The terms for sales transactions with some of the Company’s distributors and customers may include specific volume-based incentives, which are calculated and paid or credited on account as a percentage of actual sales. The Company accounts for these incentives as sales discounts at the time of revenue recognition as a direct reduction of sales. The Company reviews its accrual for sales incentives on a quarterly basis and any adjustments are reflected in current earnings.

Impairment of Long-Lived and Amortized Intangible Assets : The Company performs impairment evaluations of its long-lived assets, including property, plant and equipment and intangible assets with finite lives, whenever business conditions or events indicate that those assets

may be impaired. When the estimated future undiscounted cash flows to be generated by the assets are less than the carrying value of the long-lived assets, the assets are written down to fair market value and a charge is recorded to current operations.

Impairment of Goodwill and Indefinite-Lived Intangible Assets: Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired. The Company performs its annual review at the beginning of the fourth quarter of each fiscal year.

The Company evaluates the recoverability of goodwill by estimating the future discounted cash flows of the businesses to which the goodwill relates. Estimated cash flows and related goodwill are grouped at the reporting unit level. A reporting unit is an operating segment or under certain circumstances, a component of an operating segment that constitutes a business. When estimated future discounted cash flows are less than the carrying value of the net assets and related goodwill, an impairment test is performed to measure and recognize the amount of the impairment loss, if any. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of a reporting unit’s goodwill over the implied fair value of that goodwill. In determining the estimated future cash flows, the Company considers current and projected future levels of income as well as business trends, prospects and market and economic conditions.

The Company cannot predict the occurrence of certain events that might adversely affect the carrying value of goodwill and indefinite-lived intangible assets. Such events may include, but are not limited to, the impact of the economic environment, a material negative change in relationships with significant customers, or strategic decisions made in response to economic and competitive conditions. See “Critical Accounting Estimates.”

Guarantees of the Indebtedness of Others: The Company enters into agreements with finance companies whereby the Company will guarantee the indebtedness of third-party end-users to whom the finance company lends to purchase the Company’s equipment. In some instances, the Company retains an obligation to the finance companies in the event the customer defaults on the financing. In accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. (“FIN”) 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” the Company recognizes the greater of the fair value of the guarantee or the contingent liability required by Statement of Financial Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies.” Reserves are established related to these guarantees based upon the Company’s understanding of the current financial position of the underlying customers and based on estimates and judgments made from information available at that time. If the Company becomes aware of deterioration in the financial condition of the customer/borrower or of any impairment of the customer/borrower’s ability to make payments, additional allowances are considered. Although the Company may be liable for the entire amount of a customer/borrower’s financial obligation under guarantees, its losses would generally be mitigated by the value of any underlying collateral including financed equipment, the finance company’s inability to provide clear title of foreclosed equipment to the Company, loss pools established in accordance with the agreements and other conditions. During periods of economic downturn, the value of the underlying collateral supporting these guarantees can decline sharply to further increase losses in the event of a customer/borrower’s default.

Critical Accounting Estimates The Company prepares its consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect reported amounts and related disclosures. Actual results could differ from those estimates. Management of the Company has discussed the development and selection of the following critical accounting estimates with the Audit Committee of the Company’s Board of Directors, and the Audit Committee has reviewed the Company’s disclosures relating to such estimates in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Allowance for Doubtful Accounts: The allowance for doubtful accounts requires management to estimate a customer’s ability to satisfy its obligations. The estimate of the allowance for doubtful accounts is particularly critical in the Company’s access equipment segment where the majority of the Company’s trade receivables are recorded. The Company evaluates the collectability of receivables based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the net recognized receivable to the amount reasonably expected to be collected. Additional reserves are established based upon the Company’s perception of the quality of the current receivables, including the length of time the receivables are past due, past experience of collectability and underlying economic conditions. If the financial condition of the Company’s customers were to deteriorate resulting in an impairment of their ability to make payments, additional reserves would be required.

Goodwill: In evaluating the recoverability of goodwill, it is necessary to estimate the fair value of the reporting units. The Company evaluates the recoverability of goodwill by estimating the future discounted cash flows of the businesses to which the goodwill relates. In determining the estimated future cash flows, the Company considers current and projected future levels of income as well as business trends, prospects and market and economic conditions. The rate used to discount estimated cash flows is a rate corresponding to the Company’s cost of capital, adjusted for risk where appropriate, and is dependent upon interest rates at a point in time. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. It is possible that assumptions underlying the impairment analysis will change in such a manner to cause an impairment of goodwill, which could have a material impact.

During the fourth quarter of fiscal 2008, the Company performed its annual impairment review relative to goodwill and indefinite-lived intangible assets (principally trade names) and concluded that no impairment had occurred. The Company’s common stock price declined significantly during fiscal 2008, and as a result the market capitalization of the Company was below the carrying value of the Company as of the goodwill impairment testing date. The Company does not believe that its market capitalization is indicative of the value of the Company’s reporting units because the current turmoil in the credit and financial markets is temporarily causing equity valuations to fall well below historical valuation parameters and because a control premium would be associated with the Company’s common stock. Subsequent to the Company’s annual impairment test, the price of the Company’s common stock has declined further. The Company believes that the long-term economic outlook of the Company’s business units is not materially different than assumed at the annual impairment analysis date.

In February 2006, the DRA was signed into law. The DRA imposes caps on Medicare payment rates for certain imaging services, including MRI, PET and CT, furnished in physicians’ offices and other non-hospital based settings. Under the caps, payments for specified imaging services cannot exceed the hospital outpatient payment rates for those services. The implementation of this law has had a significant effect on the financial condition and results of operations of OSV’s mobile medical customers in the U.S. During fiscal 2008, OSV incurred an operating loss as a result of the slowdown in mobile medical sales and a writers’ strike during the first half of the year which affected broadcast vehicles sales. In light of the slowdown in business, the Company is expanding in other markets in which OSV participates and is consolidating production in existing facilities. If the Company is unable to turn around the business, the Company may be required to record an impairment charge for OSV’s goodwill, and there could be other material adverse effects on the Company’s net sales, financial condition, profitability and/or cash flows.

Guarantees of the Indebtedness of Others: The reserve for guarantees of the indebtedness of others requires management to estimate a customer’s ability to satisfy its obligations. The estimate is particularly critical in the Company’s access equipment segment where the majority of the Company’s guarantees are granted. The Company evaluates the reserve based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded in accordance with SFAS No. 5. In most cases, the financing company is required to provide clear title to the equipment under the financing program. The Company considers the residual value of the equipment to reduce the amount of exposure. Residual values are estimated based upon recent auctions, used equipment sales and an annual study performed by a third-party. Additional reserves, based upon historical loss percentages, are established at the time of sale of the equipment based upon the requirement of FIN 45. If the financial condition of the Company’s customers were to deteriorate resulting in an impairment of their ability to make payments, additional reserves would be required.

Product Liability: Due to the nature of the Company’s products, the Company is subject to product liability claims in the normal course of business. A substantial portion of these claims and lawsuits involve the Company’s access equipment, concrete placement and domestic refuse collection vehicle businesses, while such lawsuits in the Company’s defense and fire & emergency businesses have historically been limited. To the extent permitted under applicable law, the Company maintains insurance to reduce or eliminate risk to the Company. Most insurance coverage includes self-insured retentions that vary by business segment and by year. As of September 30, 2008, the Company was generally self-insured for future claims up to $3.0 million per claim.

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The Company establishes product liability reserves for its self-insured retention portion of any known outstanding matters based on the likelihood of loss and the Company’s ability to reasonably estimate such loss. There is inherent uncertainty as to the eventual resolution of unsettled matters due to the unpredictable nature of litigation. The Company makes estimates based on available information and the Company’s best judgment after consultation with appropriate experts. The Company periodically revises estimates based upon changes to facts or circumstances. The Company also utilizes actuarial methodologies to calculate reserves required for estimated incurred but not reported claims as well as to estimate the effect of the adverse development of claims over time.

Warranty: Sales of the Company’s products generally carry typical explicit manufacturers’ warranties based on terms that are generally accepted in the Company’s marketplaces. The Company records provisions for estimated warranty and other related costs at the time of sale based on historical warranty loss experience and periodically adjusts these provisions 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 that are beyond the scope of the Company’s historical experience. The Company provides for any such warranty issues as they become known and estimable. It is reasonably possible that from time to time additional warranty and other related claims could arise from disputes or other matters beyond the scope of the Company’s historical experience.

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 included in the Company’s end products (such as engines, transmissions, tires, etc.) 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.

The Company’s policy is to record a liability for the expected cost of warranty-related claims at the time of the sale. The amount of warranty liability accrued reflects management’s best estimate of the expected future cost of honoring the Company’s obligations under the warranty plans. The Company believes that the warranty accounting estimate is a “critical accounting estimate” because changes in the warranty provision can materially affect net income; the estimate requires management to forecast estimated product usage levels by customers; in the case of new models, components or technology may be different, resulting in higher levels of warranty claims experience

than with existing, mature products; and certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. The estimate for warranty obligations is a critical accounting estimate for each of the Company’s operating segments.

Historically, the cost of fulfilling the Company’s warranty obligations has principally involved replacement parts, labor and sometimes travel for any field retrofit campaigns. Over the past three fiscal years, the Company’s warranty cost as a percentage of sales has ranged from 0.91% of sales to 1.23% of sales. Warranty costs tend to be higher shortly after new product introductions, especially those introductions involving new technologies, when field warranty campaigns may be necessary to correct or retrofit certain items. Accordingly, the Company must make assumptions about the number and cost of anticipated field warranty campaigns. The Company’s estimates are based on historical experience, the extent of pre-production testing, the number of units involved and the extent of new features/components included in new product models.

Each quarter, the Company reviews actual warranty claims experience to determine if there are any systemic defects that would require a field campaign. Also, based upon historical experience, warranty provision rates on new product introductions are established at higher than standard rates to reflect increased expected warranty costs associated with any new product introduction.

At times, warranty issues can arise which are beyond the scope of the Company’s historical experience. If the estimate of warranty costs in fiscal 2008 increased or decreased by 50 basis points, the Company’s accrued warranty costs, costs of sales and operating income would each change by $35.7 million or 40.4%, 0.6% and 8.8%, respectively.

Benefit Plans: The pension benefit obligation and related pension income are calculated in accordance with SFAS No. 87, “Employer’s Accounting for Pensions”, and are impacted by certain actuarial assumptions, including the discount rate and the expected rate of return on plan assets. These rates are evaluated on an annual basis considering such factors as market interest rates and historical asset performance. Actuarial valuations at September 30, 2008 used a weighted average discount rate of 6.00% and an expected rate of return on plan assets of 7.75%. A 0.5% decrease in the discount rate would increase annual pension expense by $2.2 million. A 0.5% decrease in the expected return on plan assets would increase the Company’s annual pension expense by $0.8 million.

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The Company’s other postretirement benefits obligation and related expense are calculated in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” and are impacted by certain actuarial assumptions, including health care trend rates. An increase of one percentage point in health care costs would increase the accumulated postretirement benefit obligation by $3.7 million and would increase the annual service and interest cost by $0.6 million. A corresponding decrease of one percentage point would decrease the accumulated postretirement benefit by $3.3 million and decrease the annual service and interest cost by $0.5 million.

The Company’s benefit plan assumptions are determined by using a benchmark approach as well as currently available actuarial data.

Income Taxes: The Company records deferred income tax assets and liabilities for differences between the book basis and tax basis of the related net assets. The Company records a valuation allowance, when appropriate, to adjust deferred tax asset balances to the amount management expects to realize. Management considers, as applicable, the amount of taxable income available in carryback years, future taxable income and potential tax planning strategies in assessing the need for a valuation allowance. The Company will require future taxable income in The Netherlands in order to fully realize the net deferred tax asset in that jurisdiction. At September 30, 2008, the Company had established a valuation allowance to reserve for the net deferred tax asset related to all tax loss carryforwards in The Netherlands.

The Company records liabilities for uncertain income tax positions in accordance with FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” On October 1, 2007, the Company adopted FIN 48. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, disclosure and transition. The evaluation of a tax position in accordance with FIN 48 is a two-step process. The first step is recognition, where the Company evaluates whether an individual tax position has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have a less than 50% likelihood of being sustained, zero tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, the Company performs the second step of measuring the benefit to be recorded. The actual benefits ultimately realized may differ from the Company’s estimates. In future periods, changes in facts, circumstances, and new information may require the Company to change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in results of operations and financial position in the period in which such changes occur. As of September 30, 2008, the Company had liabilities for unrecognized tax benefits pertaining to uncertain tax positions totaling $48.8 million.

New Accounting Standards Refer to Note 2 of the Notes to Consolidated Financial Statements for a discussion of the impact of new accounting standards on the Company’s consolidated financial statements.

Customers and Backlog Sales to the U.S. government comprised approximately 29% of the Company’s net sales in 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 as of September 30, 2008 decreased 25.9% to $2,353.8 million compared to $3,177.8 million at September 30, 2007. The access equipment segment backlog decreased 61.4% to $330.0 million at September 30, 2008 compared to $854.1 million at September 30, 2007 as a result of weakening markets in Europe and a weaker U.S. economy in addition to the timing of orders that were placed in the prior year when there were capacity constraints in the industry. The defense segment backlog decreased 22.9% to $1,199.2 million at September 30, 2008 compared to $1,554.8 million at September 30, 2007. The Company did not complete negotiations of its current FHTV contract with the DoD until October 31, 2008, which negatively impacted the timing of orders from the DoD. Fire & emergency segment backlog increased 9.6% to $633.2 million at September 30, 2008 compared to $577.5 million at September 30, 2007 due to strong order volume for domestic fire apparatus. Commercial segment backlog at September 30, 2008 was $191.4 million, which was flat with September 30, 2007 backlog. Unit backlog for refuse collection vehicles was up 105.7% domestically compared to September 30, 2007 as customers continued to update their fleets. Unit backlogs for front-discharge and rear-discharge concrete mixers were down 38.2% and 18.4%, respectively, compared to September 30, 2007 on continued weak construction markets in the U.S. Unit backlog for refuse collection vehicles was down 6.6% in Europe. Approximately 2.6% of the Company’s September 30, 2008 backlog is not expected to be filled in fiscal 2009.

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Reported backlog excludes purchase options and announced orders for which definitive contracts have not been executed. Additionally, backlog excludes unfunded portions of the FHTV, MTVR, ID/IQ and 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.

Financial Market Risk The Company is exposed to market risk from changes in interest rates, certain commodity prices and foreign currency exchange rates. To reduce the risk from changes in foreign currency exchange and interest rates, the Company selectively uses financial instruments. All hedging transactions are authorized and executed pursuant to clearly defined policies and procedures, which strictly prohibit the use of financial instruments for speculative purposes.

Interest Rate Risk

The Company’s earnings exposure related to adverse movements in interest rates is primarily derived from outstanding floating rate debt instruments that are indexed to short-term market interest rates. The Company, as needed, uses interest rate swaps to modify its exposure to interest rate movements. In January 2007, the Company entered into an interest rate swap to reduce the risk of interest rate changes associated with the Company’s variable rate debt issued to finance the acquisition of JLG. The swap 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 September 30, 2008 was $2.0 billion and reduces in varying amounts annually each December until its termination on December 6, 2011. Under the terms of the swap agreement, the notional amount of the swap will decline to $1.25 billion in December 2008.

The portion of the Company’s interest expense not effectively fixed in the interest rate swap remains sensitive to changes in the interest rates in the U.S. and off-shore markets. In this regard, changes in U.S. and off-shore interest rates affect interest payable on the Company’s borrowings under its Credit Agreement. A 100 basis point increase or decrease in the average cost of the Company’s variable rate debt, including outstanding swaps, would result in a change in forecasted fiscal 2009 pre-tax interest expense of approximately $13.7 million. These amounts are determined on an annual basis by considering the impact of the hypothetical interest rates on average forecasted borrowings during fiscal 2009, after consideration of the interest rate swap, but do not consider the effects of the reduced level of overall economic activity that could exist in such an environment.

Expected maturity date

September 30,

2009 2010 2011 2012 2013 Thereafter Total Fair

Value

Liabilities Long-term debt Variable rate ($US) $ 25.0 $ 50.0 $ 50.0 $ 262.5 $ -- $ 2,314.0 $ 2,701.5 $ 2,337.1 Average interest rate 4.5800 % 4.9291 % 5.6738 % 5.9391 % -- 6.3500 % 6.2549 %

Interest Rate Derivatives

Commodity Price Risk

The Company is a purchaser of certain commodities, including steel, aluminum and composites. In addition, the Company is a purchaser of components and parts containing various commodities, including steel, aluminum, rubber and others which are integrated into the Company’s end products. The Company generally buys these commodities and components based upon market prices that are established with the vendor as part of the purchase process. The Company does not use commodity financial instruments to hedge commodity prices.

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The Company generally obtains firm quotations from its suppliers for a significant portion of its orders under firm, fixed-price contracts in its defense segment. In the Company’s access equipment, fire & emergency and commercial segments, the Company generally attempts to obtain firm pricing from most of its suppliers, consistent with backlog requirements and/or forecasted annual sales. To the extent that commodity prices increase and the Company does not have firm pricing from its suppliers, or its suppliers are not able to honor such prices, then the Company may experience margin declines to the extent it is not able to increase selling prices of its products.

Foreign Currency Risk

The Company’s operations consist of manufacturing in the U.S., Belgium, Canada, The Netherlands, Italy, Sweden, France, Australia, Germany, Romania and the United Kingdom and sales and limited vehicle body mounting activities on six continents. International sales were approximately 30% of overall net sales in fiscal 2008, including approximately 17% that involved export sales from the U.S. The majority of export sales in fiscal 2008 were denominated in U.S. dollars. As a result of the manufacture and sale of the Company’s products in foreign markets, the Company’s earnings are affected by fluctuations in the value of the U.S. dollar, as compared to foreign currencies in which certain of the Company’s transactions in foreign markets are denominated. The Company’s operating results are principally exposed to changes in exchange rates between the U.S. dollar and the European currencies, primarily the euro and the U.K. pound sterling, changes between the U.S. dollar and the Australian dollar and changes between the U.S. dollar and the Brazilian real. Through the Company’s foreign currency hedging activities, the Company seeks to minimize the risk that cash flows resulting from the sales of the Company’s products will be affected by changes in exchange rates.

The Company enters into certain forward foreign currency exchange contracts to mitigate the Company’s foreign currency exchange risk. These contracts qualify as derivative instruments under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”; however, the Company has not designated all of these instruments as hedge transactions under SFAS No. 133. Accordingly, the mark-to-market impact of these derivatives is recorded each period to current earnings along with the offsetting foreign currency transaction gain/loss recognized on the related balance sheet exposure. At September 30, 2008, the Company was managing $385.7 million (notional) of foreign currency contracts, all of which were not designated as accounting hedges and all of which settle within 60 days.

The following table quantifies outstanding forward foreign exchange contracts intended to hedge non-U.S. dollar denominated cash, receivables and payables and the corresponding impact on the value of these instruments assuming a 10% appreciation/depreciation of the U.S. dollar relative to all other currencies on September 30, 2008 (in millions):

As previously noted, the Company’s policy prohibits the trading of financial instruments for speculative purposes or the use of leveraged instruments. It is important to note that gains and losses indicated in the sensitivity analysis would be offset by gains and losses on the

Interest rate swaps: Variable to fixed ($US) $ 26.7 $ 14.1 $ 3.2 $ 0.4 $ -- $ -- $ 44.4 $ 44.4 Average pay rate 5.1050 % 5.1050 % 5.1050 % 5.1050 % -- -- 5.1050 % Average receive rate 3.0423 % 3.4291 % 4.1738 % 4.4391 % -- -- 3.3514 %

Foreign Exchange Gain/(Loss) From:

Notional Amount

Average Contractual

Exchange Rate Fair Value

10% Appreciation of

U.S. Dollar

10% Depreciation of

U.S. Dollar

Sell Euro / Buy USD $ 214.1 1.4655 $ 2.0 $ 15.4 $ (15.5 ) Sell AUD / Buy USD 9.9 0.8283 0.3 0.9 (0.9 ) Sell USD / Buy GBP 8.4 1.8372 (0.1 ) (0.8 ) 0.8 Sell RON / Buy USD 11.6 0.3920 (0.4 ) 1.2 (1.2 ) Sell GBP / Buy Euro 56.6 1.2568 0.2 -- -- Sell PLN / Buy Euro 13.2 0.2970 0.1 -- -- Sell RON / Buy Euro 59.9 0.2731 (2.1 ) -- -- Sell Euro / Buy SEK 9.2 0.1031 0.1 -- -- Sell DKK / Buy SEK 2.8 0.7647 -- -- --

underlying receivables and payables.

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The information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Market Risk” contained in Item 7 of this Form 10-K is hereby incorporated by reference in answer to this item.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Oshkosh Corporation Oshkosh, Wisconsin

We have audited the accompanying consolidated balance sheets of Oshkosh Corporation and subsidiaries (the “Company”) as of September 30, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended September 30, 2008. Our audits also included the financial statement schedule listed in the Table of Contents at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements presents fairly, in all material respects, the financial position of the Company at September 30, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2008, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

As described in Note 2 to the Consolidated Financial Statements, the Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of Financial Accounting Standards Statement No. 109 , on October 1, 2007, and Statement of Financial Accounting Standards No. 158, Employer’s Accounting for Defined Benefit Plans , on September 30, 2007.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of September 30, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 11, 2008 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/S/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin November 11, 2008

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Oshkosh Corporation Oshkosh, Wisconsin

We have audited the internal control over financial reporting of Oshkosh Corporation and subsidiaries (the “Company”) as of September 30, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARK ET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying management report (Management’s Report on Internal Control over Financial Reporting). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended September 30, 2008, of the Company and our report dated November 11, 2008, expressed an unqualified opinion on those financial statements and financial statement schedule and included an explanatory paragraph regarding the Company’s adoption of new accounting standards.

/S/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin November 11, 2008

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OSHKOSH CORPORATION CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

Fiscal Year Ended September 30, 2008 2007 2006

Net sales $ 7,138.3 $ 6,307.3 $ 3,427.4 Cost of sales 5,955.0 5,204.5 2,819.1

Gross income 1,183.3 1,102.8 608.3 Operating expenses: Selling, general and administrative 532.5 446.6 274.0 Amortization of purchased intangibles 69.3 65.9 8.4 Intangible assets impairment charges 175.2 -- --

The accompanying notes are an integral part of these financial statements

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OSHKOSH CORPORATION CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts)

Total operating expenses 777.0 512.5 282.4

Operating income 406.3 590.3 325.9 Other income (expense): Interest expense (212.4 ) (200.8 ) (7.4 ) Interest income 7.4 6.3 6.6 Miscellaneous, net (10.9 ) (0.1 ) (0.2 )

(215.9 ) (194.6 ) (1.0 )

Income before provision for income taxes, equity in earnings of unconsolidated affiliates and minority interest 190.4 395.7 324.9 Provision for income taxes 118.1 135.2 121.2

Income before equity in earnings of unconsolidated affiliates and minority interest 72.3 260.5 203.7 Equity in earnings of unconsolidated affiliates, net of income taxes of $2.7, $3.1 and $1.4 6.3 7.3 2.3 Minority interest, net of income taxes of $0.1, $0.1 and $(0.2) 0.7 0.3 (0.5 )

Net Income $ 79.3 $ 268.1 $ 205.5

Earnings per share: Basic $ 1.07 $ 3.64 $ 2.81 Diluted 1.06 3.58 2.76

September 30, 2008 2007

Assets Current assets: Cash and cash equivalents $ 88.2 $ 75.2 Receivables, net 997.8 1,076.2 Inventories, net 941.6 909.5 Deferred income taxes 66.6 77.5 Other current assets 58.2 56.5

Total current assets 2,152.4 2,194.9 Investment in unconsolidated affiliates 38.1 35.1 Property, plant and equipment, net 453.3 429.6 Goodwill 2,274.1 2,435.4 Purchased intangible assets, net 1,059.9 1,162.1 Other long-term assets 103.7 142.7

Total assets $ 6,081.5 $ 6,399.8

The accompanying notes are an integral part of these financial statements

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OSHKOSH CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions, except per share amounts)

Liabilities and Shareholders’ Equity Current liabilities: Revolving credit facility and current maturities of long-term debt $ 93.5 $ 81.5 Accounts payable 639.9 628.1 Customer advances 296.8 338.0 Payroll-related obligations 104.8 105.0 Income taxes payable 11.1 64.0 Accrued warranty 88.3 88.2 Other current liabilities 228.8 243.2

Total current liabilities 1,463.2 1,548.0 Long-term debt, less current maturities 2,680.5 2,975.6 Deferred income taxes 308.9 340.1 Other long-term liabilities 237.0 138.7 Commitments and contingencies Minority interest 3.3 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; 74,545,337 and 74,235,751 issued, respectively) 0.7 0.7 Additional paid-in capital 250.7 229.2 Retained earnings 1,082.9 1,036.3 Accumulated other comprehensive income 55.7 129.0 Common Stock in treasury, at cost (116,499 and 28,073 shares, respectively) (1.4 ) (1.6 )

Total shareholders’ equity 1,388.6 1,393.6

Total liabilities and shareholders’ equity $ 6,081.5 $ 6,399.8

Common Stock

Additional Paid-In Capital

Retained Earnings

Accumulated Other

Comprehensive Income (Loss)

Unearned Compensation on Restricted

Stock

Common Stock in Treasury at Cost

Comprehensive Income

Balance at September 30, 2005 $ 0.7 $ 192.2 $ 619.3 $ 12.6 $ (6.1 ) $ -- Comprehensive income: Net income -- -- 205.5 -- -- -- $ 205.5 Change in fair value of derivative instruments, net of tax $1.2 -- -- -- (2.1 ) -- -- (2.1 ) Losses reclassified into earnings from other comprehensive income, net of tax of $5.2 -- -- -- 8.8 -- -- 8.8 Minimum pension liability adjustment, net of tax $18.1 -- -- -- 28.7 -- -- 28.7 Currency translation adjustments -- -- -- 11.2 -- -- 11.2

Total comprehensive income $ 252.1

Cash dividends ($0.3675 per share) -- -- (27.0 ) -- -- -- Exercise of stock options -- 3.4 -- -- -- -- Tax benefit related to stock-based compensation -- 4.6 -- -- -- -- Repurchase of Common Stock -- -- -- -- -- (1.0 ) Stock-based compensation and award of nonvested shares -- 11.1 -- -- -- -- Reclassification of unearned compensation to additional paid-in capital upon the adoption of Financial Accounting Standards No. 123(R) - See Note 2 -- (6.1 ) -- -- 6.1 --

Balance at September 30, 2006 0.7 205.2 797.8 59.2 -- (1.0 ) Comprehensive income: Net income -- -- 268.1 -- -- -- $ 268.1

The accompanying notes are an integral part of these financial statements

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OSHKOSH CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Change in fair value of derivative instruments, net of tax $7.0 -- -- -- (12.0 ) -- -- (12.0 ) Losses reclassified into earnings from other comprehensive income, net of tax of $3.3 -- -- -- 5.7 -- -- 5.7 Minimum pension liability adjustment, net of tax $4.9 -- -- -- (7.9 ) -- -- (7.9 ) Currency translation adjustments -- -- -- 110.2 -- -- 110.2

Total comprehensive income $ 364.1

Cash dividends ($0.4000 per share) -- -- (29.6 ) -- -- -- Exercise of stock options -- 5.5 -- -- -- 1.0 Tax benefit related to stock-based compensation -- 6.8 -- -- -- -- Repurchase of Common Stock -- -- -- -- -- (1.6 ) Stock-based compensation and award of nonvested shares -- 11.7 -- -- -- -- Adjustment to initially adopt Financial Accounting Standards No. 158 - See Note 2 -- -- -- (26.2 ) -- --

Balance at September 30, 2007 0.7 229.2 1,036.3 129.0 -- (1.6 ) Comprehensive income: Net income -- -- 79.3 -- -- -- $ 79.3 Change in fair value of derivative instruments, net of tax $19.2 -- -- -- (29.9 ) -- -- (29.9 ) Losses reclassified into earnings from other comprehensive income, net of tax of $9.1 -- -- -- 14.6 -- -- 14.6 Minimum pension liability adjustment, net of tax $11.1 -- -- -- (17.4 ) -- -- (17.4 ) Currency translation adjustments -- -- -- (40.6 ) -- -- (40.6 )

Total comprehensive income $ 6.0

Cash dividends ($0.4000 per share) -- -- (29.8 ) -- -- -- Exercise of stock options -- 2.9 -- -- -- 1.6 Tax benefit related to stock-based compensation -- 3.6 -- -- -- -- Repurchase of Common Stock -- -- -- -- -- (1.4 ) Stock-based compensation and award of nonvested shares -- 15.0 -- -- -- -- Adjustment to initially adopt Financial Accounting Standards Interpretation No. 48 - See Note 18 -- -- (2.9 ) -- -- --

Balance at September 30, 2008 $ 0.7 $ 250.7 $ 1,082.9 $ 55.7 $ -- $ (1.4 )

Fiscal Year Ended September 30, 2008 2007 2006

Operating activities: Net income $ 79.3 $ 268.1 $ 205.5 Intangible assets impairment charges 175.2 -- -- Depreciation and amortization 152.9 129.0 37.5 Stock-based compensation expense 15.0 11.7 11.1 Deferred income taxes (10.4 ) 13.6 (19.6 ) Equity in earnings of unconsolidated affiliates (4.0 ) (6.7 ) (0.6 ) Minority interest (0.7 ) (0.4 ) 0.7 (Gain) loss on sales of assets (1.3 ) (1.4 ) 0.1 Foreign currency transaction losses (gains) 5.7 (9.4 ) (0.8 ) Changes in operating assets and liabilities: Receivables, net 65.6 (408.9 ) (8.8 ) Inventories, net (38.7 ) 116.0 (48.9 ) Other current assets (8.8 ) 42.9 -- Accounts payable 15.6 137.8 (8.3 ) Customer advances (41.3 ) 70.5 (44.4 ) Income taxes (22.1 ) 34.7 1.6 Other current liabilities (29.2 ) 31.6 32.3

The accompanying notes are an integral part of these financial statements

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Operations Oshkosh Corporation and its subsidiaries (the “Company”), are leading manufacturers of a wide variety of specialty vehicles and vehicle bodies predominately for the North American and European markets. “Oshkosh” refers to Oshkosh Corporation, not including its subsidiaries. The Company sells its products into four principal vehicle markets – access equipment, defense, fire & emergency and commercial. The access equipment business is conducted through its wholly-owned subsidiary, JLG Industries, Inc. and its wholly-owned subsidiaries (“JLG”). JLG holds, along with an unaffiliated third-party, a 50% interest in a joint venture in The Netherlands, RiRent Europe, B.V. (“RiRent”). The defense business is conducted through the operations of Oshkosh. The Company’s fire & emergency business is principally conducted through its wholly-owned subsidiaries Pierce Manufacturing Inc. (“Pierce”), the airport products division of Oshkosh, JerrDan Corporation (“JerrDan”), Kewaunee Fabrications, LLC (“Kewaunee”), Medtec Ambulance Corporation (“Medtec”), Oshkosh Specialty Vehicles, Inc., AK Specialty Vehicles B.V. and Frontline Holdings, Inc. (together “OSV”) and the Company’s 75%-owned subsidiary BAI Brescia Antincendi International S.r.l. and its wholly-owned subsidiary (“BAI”). The Company’s commercial business is principally conducted through its wholly-owned subsidiaries, McNeilus Companies, Inc. (“McNeilus”), Concrete Equipment Company, Inc. and its wholly-owned subsidiary (“CON-E-CO”), London Machinery Inc. and its wholly-owned subsidiary (“London”), Geesink Group B.V., Norba A.B. and Geesink Norba Limited and their wholly-owned subsidiaries (together, “Geesink”), Iowa Mold Tooling Co, Inc. and its wholly-owned subsidiary (“IMT”) and the commercial division of Oshkosh. McNeilus is one of two general partners in Oshkosh/McNeilus Financial Services Partnership (“OMFSP”), which provides lease financing to the Company’s commercial customers. McNeilus owns a 49% interest in Mezcladores Trailers de Mexico, S.A. de C.V. (“Mezcladores” ), which manufactures and markets concrete mixers, concrete batch plants and refuse collection vehicles in Mexico.

Other long-term assets and liabilities 37.6 (23.1 ) 20.0

Net cash provided by operating activities 390.4 406.0 177.4 Investing activities: Acquisitions of businesses, net of cash acquired -- (3,140.5 ) (272.8 ) Additions to property, plant and equipment (75.8 ) (83.0 ) (56.0 ) Additions to equipment held for rental (42.5 ) (19.0 ) -- Proceeds from sale of property, plant and equipment 4.0 3.4 0.8 Proceeds from sale of equipment held for rental 13.0 11.2 -- Distribution of capital from unconsolidated affiliates 0.9 0.7 1.6 Decrease (increase) in other long-term assets 0.2 0.6 (0.9 )

Net cash used by investing activities (100.2 ) (3,226.6 ) (327.3 ) Financing activities: Proceeds from issuance of long-term debt -- 3,100.0 -- Debt issuance costs -- (34.9 ) -- Repayment of long-term debt (304.7 ) (96.8 ) (0.6 ) Net borrowings (repayments) under revolving credit facility 54.7 (79.9 ) 64.4 Proceeds from exercise of stock options 4.5 6.5 3.4 Purchase of Common Stock (1.4 ) (1.6 ) (1.0 ) Excess tax benefits from stock-based compensation 3.1 6.0 4.1 Dividends paid (29.8 ) (29.6 ) (27.1 )

Net cash (used) provided by financing activities (273.6 ) 2,869.7 43.2 Effect of exchange rate changes on cash (3.6 ) 4.1 1.2

Increase (decrease) in cash and cash equivalents 13.0 53.2 (105.5 ) Cash and cash equivalents at beginning of year 75.2 22.0 127.5

Cash and cash equivalents at end of year $ 88.2 $ 75.2 $ 22.0

Supplemental disclosures: Cash paid for interest $ 211.2 $ 179.4 $ 6.9 Cash paid for income taxes 138.2 82.3 136.0

2. Summary of Significant Accounting Policies Principles of Consolidation and Presentation – The consolidated financial statements include the accounts of Oshkosh and all of its majority-owned or controlled subsidiaries and are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation. The 25% historical book value of BAI at the date of acquisition and 25% of subsequent operating results related to that portion of BAI not owned by the Company have been reflected as minority interest on the Company’s consolidated balance sheets and consolidated statements of income, respectively. The Company accounts for its 50% voting interest in OMFSP and RiRent and its 49% interest in Mezcladores under the equity method.

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition – The Company recognizes revenue on equipment and parts sales when contract terms are met, collectability is reasonably assured and a product is shipped or risk of ownership has been transferred to and accepted by the customer. Revenue from service agreements is recognized as earned when services have been rendered. Appropriate provisions are made for discounts, returns and sales allowances. Sales are recorded net of amounts invoiced for taxes imposed on the customer such as excise or value-added taxes.

Sales to the U.S. government of non-commercial products manufactured to the government’s specifications are recognized using the units-of-delivery measure under the percentage-of-completion accounting method as units are delivered and accepted by the government. The Company includes amounts representing contract change orders, claims or other items in sales only when they can be reliably estimated and realization is probable. Changes in estimates for revenues, costs to complete and profit margins are recognized as cumulative life-to-date adjustments in the periods in which they are reasonably determinable. The Company charges anticipated losses on contracts or programs in progress to earnings when identified. Bid and proposal costs are expensed as incurred.

Shipping and Handling Fees and Costs — Revenue received from shipping and handling fees is reflected in net sales. Shipping and handling fee revenue was not significant for all periods presented. Shipping and handling costs are included in cost of sales.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Warranty – Provisions for estimated warranty and other related costs are recorded in cost of sales at the time of sale and are periodically adjusted to reflect actual experience. The amount of warranty liability accrued reflects management’s best estimate of the expected future cost of honoring Company obligations under the warranty plans. Historically, the cost of fulfilling the Company’s warranty obligations has principally involved replacement parts, labor and sometimes travel for any field retrofit campaigns. The Company’s estimates are based on historical experience, the extent of pre-production testing, the number of units involved and the extent of features/components included in product models. Also, each quarter, the Company reviews actual warranty claims experience to determine if there are systemic defects that would require a field campaign.

Research and Development and Similar Costs – Except for customer sponsored research and development costs incurred pursuant to contracts, research and development costs are expensed as incurred and included as part of cost of sales. Research and development costs charged to expense amounted to $92.0 million, $75.8 million and $42.1 million during fiscal 2008, 2007 and 2006, respectively. Customer sponsored research and development costs incurred pursuant to contracts are accounted for as contract costs.

Advertising – Advertising costs are included in selling, general and administrative expense and are expensed as incurred. These expenses totaled $22.1 million, $16.6 million and $5.0 million in fiscal 2008, 2007 and 2006, respectively.

Environmental Remediation Costs – The Company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. The liabilities are developed based on currently available information and reflect the participation of other potentially responsible parties, depending on the parties’ financial condition and probable contribution. The accruals are recorded at undiscounted amounts and are reflected as liabilities on the accompanying consolidated balance sheets. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. The accruals are adjusted as further information develops or circumstances change.

Stock-Based Compensation – The Company recognizes stock-based compensation using the fair value provisions prescribed by Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment.” Accordingly, compensation costs for stock options, long-term incentive awards and restricted stock is calculated based on the fair value of the instrument at the time of grant and is recognized as expense over the vesting period of the stock-based instrument. See Note 15 of the Notes to Consolidated Financial Statements for information regarding the Company’s stock-based incentive plan, options outstanding and options exercisable.

Income Taxes – Deferred income taxes are provided to recognize temporary differences between the financial reporting basis and the income tax basis of the Company’s assets and liabilities using currently enacted tax rates and laws. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

The Company records liabilities for uncertain income tax positions in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109. Effective October 1, 2007, the Company adopted FIN 48. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, disclosure and transition. The evaluation of a tax position in accordance with FIN 48 is a two-step process. The first step is recognition, where the Company evaluates whether an individual tax position has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have a less than 50% likelihood of being sustained, zero tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, the Company performs the second step of measuring the benefit to be recorded. The actual benefits ultimately realized may differ from the Company’s estimates. In future periods, changes in facts and circumstances and new information may require the Company to change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in results of operations and financial position in the period in which such changes occur. Upon adoption of FIN 48, the Company recognized a $2.9 million charge to retained earnings and the reclassification of $30.0 million in liabilities related to uncertain tax positions in the Company’s Consolidated Balance Sheet from income taxes payable to other long-term assets ($6.2 million) and long-term liabilities ($36.2 million). See Note 18 of the Notes to Consolidated Financial Statements for additional information regarding the effect of adoption of FIN 48.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income taxes are provided on financial statement earnings of non-U.S. subsidiaries expected to be repatriated. The Company determines annually the amount of undistributed non-U.S. earnings to invest indefinitely in its non-U.S. operations. As a result of anticipated cash requirements in the foreign subsidiaries, the Company currently believes that all future earnings of non-U.S. subsidiaries will be reinvested indefinitely to finance foreign activities. Accordingly, no deferred income taxes have been provided for the repatriation of those earnings.

Fair Value of Financial Instruments – Based on Company estimates, the carrying amounts of cash equivalents, receivables, accounts payable and accrued liabilities approximated fair value as of September 30, 2008 and 2007.

Cash and Cash Equivalents – The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents at September 30, 2008 consisted principally of money market instruments.

Receivables – Receivables consist of amounts billed and currently due from customers and unbilled costs and accrued profits related to revenues on long-term contracts that have been recognized for accounting purposes but not yet billed to customers. The Company extends credit to customers in the normal course of business and maintains an allowance for estimated losses resulting from the inability or unwillingness of customers to make required payments. The accrual for estimated losses is based on its historical experience, existing economic conditions and any specific customer collection issues the Company has identified.

Concentration of Credit Risk – Financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash equivalents, trade accounts receivable, OMFSP lease receivables and guarantees of certain customers’ obligations under deferred payment contracts and lease purchase agreements.

The Company maintains cash and cash equivalents, and other financial instruments, with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution.

Concentration of credit risk with respect to trade accounts and leases receivable is limited due to the large number of customers and their dispersion across many geographic areas. However, a significant amount of trade and lease receivables are with the U.S. government, with rental companies globally, with companies in the ready-mix concrete industry, with municipalities and with several large waste haulers in the United States. The Company continues to monitor credit risk associated with its trade receivables, especially during the global economic downturn which is expected to continue in fiscal 2009.

Inventories – Inventories are stated at the lower of cost or market. Cost has been determined using the last-in, first-out (“LIFO”) method

for 68.9% of the Company’s inventories at September 30, 2008 and 72.5% at September 30, 2007. For the remaining inventories, cost has been determined using the first-in, first-out (“FIFO”) method.

Performance-Based Payments – The Company’s contracts with the U.S. Department of Defense (“DoD”) to deliver heavy-payload tactical vehicles (Family of Heavy Tactical Vehicles and Logistic Vehicle System Replacement) and medium-payload tactical vehicles (Medium Tactical Vehicle Replacement), as well as certain other defense-related contracts, include requirements for “performance-based payments”. The performance-based payment provisions in the contracts require the DoD to pay the Company based on the completion of certain pre-determined events in connection with the production under these contracts. Performance-based payments received are first applied to reduce outstanding receivables for units accepted in accordance with contractual terms, with any remaining amount recorded as an offset to inventory to the extent of related inventory on hand. Amounts received in excess of receivables and inventories are included in liabilities as customer advances.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property, Plant and Equipment – Property, plant and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the respective assets using accelerated and straight-line methods. The estimated useful lives range from 10 to 50 years for buildings and improvements, from 4 to 25 years for machinery and equipment and from 3 to 10 years for capitalized software and related costs. The Company capitalizes interest on borrowings during the active construction period of major capital projects. Capitalized interest is immaterial for all periods presented. All capitalized interest has been added to the cost of the underlying assets and is amortized over the useful lives of the assets.

Goodwill – Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Goodwill is not amortized; however, it is assessed for impairment at least annually and as triggering events or “indicators of potential impairment” occur. The Company performs its annual impairment test in the fourth quarter of its fiscal year. The Company evaluates the recoverability of goodwill by estimating the future discounted cash flows of the businesses to which the goodwill relates. Estimated cash flows and related goodwill are grouped at the reporting unit level. A reporting unit is an operating segment or under certain circumstances, a component of an operating segment that constitutes a business. When estimated future discounted cash flows are less than the carrying value of the net assets and related goodwill, an impairment test is performed to measure and recognize the amount of the impairment loss, if any. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of a reporting unit’s goodwill over the implied fair value of that goodwill. In fiscal 2008, the Company recorded non-cash impairment charges of $175.2 million. See Note 8 of the Notes to Consolidated Financial Statements for a discussion of the charges.

In evaluating the recoverability of goodwill, it is necessary to estimate the fair value of the reporting units. The Company evaluates the recoverability of goodwill by estimating the future discounted cash flows of the businesses to which the goodwill relates. In determining the estimated future cash flows, the Company considers current and projected future levels of income as well as business trends, prospects and market and economic conditions. Rates used to discount estimated cash flows correspond to the Company’s cost of capital, adjusted for risk where appropriate, and are dependent upon interest rates at a point in time. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. It is possible that assumptions underlying the impairment analysis will change in such a manner that impairment in value may occur in the future.

Impairment of Long-Lived Assets – Property, plant and equipment and other purchased intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. Such analyses necessarily involve significant judgment.

Floor Plan Notes Payable – Floor plan notes payable represent liabilities related to the purchase of commercial vehicle chassis upon which the Company mounts its manufactured vehicle bodies. Floor plan notes payable are non-interest bearing for terms ranging up to 120 days and must be repaid upon the sale of the vehicle to a customer. The Company’s practice is to repay all floor plan notes for which the non-interest bearing period has expired without sale of the vehicle to a customer.

Customer Advances – Customer advances include amounts received in advance of the completion of fire & emergency and commercial vehicles. Most of these advances bear interest at variable rates approximating the prime rate. Advances also include any performance-based payments received from the DoD in excess of the value of related inventory. Advances from the DoD are non-interest bearing. See preceding discussion on performance-based payments.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accumulated Other Comprehensive Income – Comprehensive income is a more inclusive financial reporting method that includes disclosure of financial information that historically has not been recognized in the calculation of net income. The Company has chosen to report Comprehensive Income and Accumulated Other Comprehensive Income (Loss) which encompasses net income, cumulative translation adjustments, unrealized gains (losses) on derivatives and minimum pension liability adjustments in the Consolidated Statements of Shareholders’ Equity. The components of Accumulated Other Comprehensive Income (Loss) are as follows (in millions):

Foreign Currency Translation – All balance sheet accounts have been translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Income statement amounts have been translated using the average exchange rate during the period in which the transactions occurred. Resulting translation adjustments are included in “Accumulated Other Comprehensive Income (Loss).” Foreign currency transactions gains or losses are included in “Miscellaneous, net” in the Consolidated Statements of Income. The Company recorded net foreign currency transaction gains (losses) of $(10.9) million, $1.3 million and $(0.1) million in fiscal 2008, 2007 and 2006, respectively.

Derivative Financial Instruments – The Company recognizes all derivative financial instruments, such as foreign exchange contracts, in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in shareholders’ equity as a component of comprehensive income depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in other comprehensive income, net of deferred taxes. Changes in fair value of derivatives not qualifying as hedges are reported in income. Cash flows from derivatives that are accounted for as cash flow or fair value hedges are included in the Consolidated Statements of Cash Flows in the same category as the item being hedged.

Recent Accounting Pronouncements – In September 2006, the FASB issued 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.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Cumulative Translation Adjustments

Minimum Pension Liability

Adjustments Gains (Losses) on Derivatives

Accumulated Other

Comprehensive Income (Loss)

Balance at September 30, 2005 $ 54.7 $ (29.7 ) $ (12.4 ) $ 12.6 Fiscal year change 11.2 28.7 6.7 46.6

Balance at September 30, 2006 65.9 (1.0 ) (5.7 ) 59.2 Fiscal year change 110.2 (34.1 ) (6.3 ) 69.8

Balance at September 30, 2007 176.1 (35.1 ) (12.0 ) 129.0 Fiscal year change (40.6 ) (17.4 ) (15.3 ) (73.3 )

Balance at September 30, 2008 $ 135.5 $ (52.5 ) $ (27.3 ) $ 55.7

Acquisition-related transaction and restructuring costs will be expensed rather than treated as acquisition costs and included in the amount recorded for assets acquired. SFAS No 141R will be effective for the Company on a prospective basis for all business combinations for which the acquisition date is on or after October 1, 2009, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No. 141R amends SFAS No. 109, “Accounting for Income Taxes,” such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that close prior to the effective date of SFAS No. 141R would also apply the provision of SFAS No 141R. 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.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133,” which enhances disclosures of derivative instruments, including those used in hedging activities. The Company will be required to adopt SFAS No. 161 as of January 1, 2009. The adoption of SFAS No. 161 will not have a material impact on the Company’s financial condition, results of operations or cash flows.

3. Acquisitions Fiscal 2007 Acquisition

On December 6, 2006, the Company acquired for cash all of the outstanding shares of 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 11 of the Notes to 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):

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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 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 (“EITF’) Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.”

Pro Forma Information

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

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.

4. Receivables Receivables consisted of the following (in millions):

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During fiscal 2008, the Company finalized its purchase price allocation of the JLG acquired assets and assumed liabilities. As a result of additional information obtained regarding the fair value of the acquired receivables, the Company reduced the reserve for allowance for doubtful accounts by $4.0 million. The change in the reserve was recorded as a reduction of goodwill and had no effect on the Consolidated Statements of Income.

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

Notes receivable include refinancing of trade accounts and finance receivables. As of September 30, 2008, approximately 89% of the

Net sales $ 6,703.0 Net income 256.6 Earnings per share: Basic $ 3.49 Diluted 3.43

September 30, 2008 2007

U.S. government Amounts billed $ 199.4 $ 133.0 Cost and profits not billed 6.1 13.3

205.5 146.3 Other trade receivables 738.7 856.3 Finance receivables 26.4 36.1 Pledged finance receivables 3.9 10.4 Notes receivables 61.8 53.0 Other receivables 43.6 68.4

1,079.9 1,170.5 Less allowance for doubtful accounts (24.8 ) (31.0 )

$ 1,055.1 $ 1,139.5

Current receivables $ 997.8 $ 1,076.2 Long-term receivables 57.3 63.3

$ 1,055.1 $ 1,139.5

notes receivable were due from two parties. The Company routinely evaluates the creditworthiness of its customers and establishes reserves if required under the circumstances. Certain notes receivable are collateralized by a security interest in the underlying assets and/or other assets owned by the debtor. The Company may incur losses in excess of recorded reserves if the financial condition of its customers were to deteriorate or the full amount of any anticipated proceeds from the sale of the collateral supporting its customers’ financial obligations is not realized.

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.

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

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 Consolidated Balance Sheets. As of September 30, 2008, the Company’s maximum loss exposure associated with these transactions was $3.8 million.

The contractual maturities of the Company’s finance and pledged finance receivables at September 30, 2008 were as follows: 2009 — $11.8 million; 2010 — $5.7 million; 2011 — $6.5 million; 2012 — $4.4 million; 2013 — $1.7 million; and thereafter — $2.6 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.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Inventories Inventories consisted of the following (in millions):

September 30, 2008 2007

Finance receivables $ 28.8 $ 34.7 Pledged finance receivables 3.9 10.4

32.7 45.1 Estimated residual value 2.0 6.5 Less unearned income (4.4 ) (5.1 )

Net finance and pledged finance receivables 30.3 46.5 Less allowance for doubtful accounts (1.2 ) (1.5 )

$ 29.1 $ 45.0

September 30, 2008 2007

Raw materials $ 474.0 $ 406.7 Partially finished products 275.5 302.4 Finished products 419.5 390.5

Inventories at FIFO cost 1,169.0 1,099.6 Less: Progress/performance-based payments on U.S. government contracts (154.3 ) (143.7 )

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 September 30, 2008 and 2007, unamortized costs related to long-term contracts of $3.3 million and $6.1 million, respectively, were included in inventory.

6. Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates are accounted for under the equity method, and consisted of the following (in millions):

The investment represents the Company’s maximum exposure to loss as a result of the Company’s ownership interest. Earnings, net of related income taxes, are reflected in Equity in Earnings of Unconsolidated Affiliates.

In February 1998, concurrent with the Company’s acquisition of McNeilus, the Company and an unaffiliated third-party, BA Leasing & Capital Corporation, formed OMFSP, a general partnership, for the purpose of offering lease financing to certain customers of the Company. Each partner contributed existing lease assets (and, in the case of the Company, related notes payable to third-party lenders, which were secured by such leases) to capitalize the partnership. Leases and related notes payable contributed by the Company were originally acquired in connection with the McNeilus acquisition.

OMFSP manages the contributed assets and liabilities and 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 $39.7 million, $72.6 million and $72.9 million in fiscal 2008, 2007 and 2006, 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 received cash distributions from OMFSP of $5.5 million, $4.7 million and $7.0 million in fiscal 2008, 2007 and 2006, respectively.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company and an unaffiliated third-party are joint venture partners in RiRent. RiRent maintains 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 provide services directly to end users. The Company’s sales to RiRent were $49.3 million and $31.5 million in fiscal 2008 and 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. 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.

7. Property, Plant and Equipment

Excess of FIFO cost over LIFO cost (73.1 ) (46.4 )

$ 941.6 $ 909.5

Percent- September 30, owned 2008 2007

OMFSP (U.S.) 50% $ 16.0 $ 17.4 RiRent (The Netherlands) 50% 15.4 12.0 Mezcladoras (Mexico) 49% 6.7 5.7

$ 38.1 $ 35.1

Property, plant and equipment consisted of the following (in millions):

Depreciation expense was $76.4 million, $56.7 million and $28.8 million in fiscal 2008, 2007 and 2006, respectively. Capitalized interest was insignificant in fiscal 2008, 2007 and 2006. 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 September 30, 2008 and 2007 was $41.1 million and $22.6 million, respectively.

8. Goodwill and Purchased Intangible Assets Under SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill and other indefinite-lived intangible assets are no longer amortized, but are reviewed for impairment at least annually and when a triggering event occurs in an interim period indicating a reporting unit’s carrying amount is greater than its fair value. The Company performs its annual impairment test in the fourth quarter of its fiscal year. In the fourth quarters of fiscal 2008, 2007 and 2006, the Company performed its annual impairment test pursuant to SFAS 142 and did not identify any impairment losses.

Due to rationalization of manufacturing facilities, inefficiencies associated with the relocation and start-up of production of Norba-branded products from Sweden to The Netherlands and increased material costs and product warranties, the Company’s European refuse collection vehicle business, Geesink, sustained a loss related to its operations of $26.5 million in the first nine months of fiscal 2008. The loss was significantly more than estimated in the Company’s financial projections supporting its fiscal 2007 fourth quarter impairment test.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has taken steps over the last 18 months 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 in order to consolidate Norba-branded production in The Netherlands, 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. In June 2008, it became evident that synergies related to Geesink’s facility rationalization program would be lower than expected and costs to execute the rationalization would be higher than anticipated. The resulting slower than expected and more difficult return to profitability of Geesink’s business, further escalation of raw material costs, a softening of economies in Western Europe and a reduction in fabrication volume for the Company’s access equipment segment at Geesink’s Romania facility due to a slowdown in the European access equipment market led to the Company’s conclusion that a charge for impairment was required. During the third quarter of fiscal 2008, the Company took these factors into account in developing its fiscal 2009 and long-term forecast for this business. With the assistance of a third-party valuation firm, the Company determined that Geesink goodwill and non-amortizable intangible assets were impaired and the Company recorded non-cash impairment charges of $167.4 million and $7.8 million, respectively, in the third quarter of fiscal 2008, representing the entire amount recorded for these assets. The evaluation was based upon a discounted cash flow analysis of the historical and forecasted operating results of this business.

The following two tables present the changes in goodwill during fiscal 2008 and 2007 allocated to the reportable segments (in millions):

September 30, 2008 2007

Land and land improvements $ 47.3 $ 46.8 Buildings 219.0 209.8 Machinery and equipment 433.1 382.6 Equipment on operating lease to others 57.0 26.4 Construction in progress -- 1.7

756.4 667.3 Less accumulated depreciation (303.1 ) (237.7 )

$ 453.3 $ 429.6

September 30, 2007 Translation Impairment Acquisition

September 30, 2008

Amounts included in the acquisition column included adjustments made in the first quarter of fiscal 2008 to intangible assets and certain pre-acquisition contingencies related to JLG upon finalization of certain appraisals.

Amounts included in the acquisition column related to the acquisition of JLG, as well as adjustments made in fiscal 2007 to intangible assets and certain pre-acquisition contingencies related to IMT and OSV upon finalization of certain appraisals.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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):

Access equipment $ 1,853.7 $ (21.8 ) $ -- $ 14.0 $ 1,845.9 Fire & emergency 230.8 0.2 -- -- 231.0 Commercial 350.9 13.7 (167.4 ) -- 197.2

Total $ 2,435.4 $ (7.9 ) $ (167.4 ) $ 14.0 $ 2,274.1

September 30, 2006 Translation Impairment Acquisition

September 30, 2007

Access equipment $ -- $ 44.4 $ -- $ 1,809.3 $ 1,853.7 Fire & emergency 226.7 4.0 -- 0.1 230.8 Commercial 332.0 17.3 -- 1.6 350.9

Total $ 558.7 $ 65.7 $ -- $ 1,811.0 $ 2,435.4

September 30, 2008

Weighted- Average

Life Gross Accumulated Amortization Net

Amortizable intangible assets: Distribution network 39.1 $ 55.4 $ (16.5 ) $ 38.9 Non-compete 10.4 57.2 (45.9 ) 11.3 Technology-related 11.9 113.1 (29.6 ) 83.5 Customer relationships 12.6 595.3 (90.4 ) 504.9 Other 12.0 16.7 (8.8 ) 7.9

14.1 837.7 (191.2 ) 646.5 Non-amortizable tradenames 413.4 -- 413.4

Total $ 1,251.1 $ (191.2 ) $ 1,059.9

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

When determining the value of customer relationships for purposes of allocating the purchase price of an acquisition, the Company looks at existing customer contracts of the acquired business to determine if they represent a reliable future source of income and hence, a valuable intangible asset for the Company. The Company determines the fair value of the customer relationships based on the estimated future benefits the Company expects from the acquired customer contracts. In performing its evaluation and estimation of the useful lives of customer relationships, the Company looks to the historical growth rate of revenue of the acquired company’s existing customers as well as the historical attrition rates.

In connection with the valuation of intangible assets, a 40-year life was assigned to the value of the Pierce distribution network ($53.0 million). The Company believes Pierce maintains the largest North American fire apparatus distribution network. Pierce has exclusive contracts with each distributor related to the fire apparatus product offerings manufactured by Pierce. The useful life of the Pierce distribution network was based on a historical turnover analysis. Non-compete intangible asset lives are based on terms of the applicable agreements.

Total amortization expense was $69.3 million, $65.9 million and $8.4 million in fiscal 2008, 2007 and 2006, respectively. The estimated future amortization expense of purchased intangible assets for the five years succeeding September 30, 2008 are as follows: 2009 — $64.7 million; 2010 — $63.7 million; 2011 — $63.1 million; 2012 — $63.0 million and 2013 — $61.0 million.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Other Long-Term Assets Other long-term assets consisted of the following (in millions):

Deferred financing costs are amortized using the interest method over the term of the debt. Amortization expense was $7.2 million, $5.5 million and $0.3 million in fiscal 2008, 2007 and 2006, respectively.

10. Leases Certain administrative and production facilities and equipment are leased under long-term agreements. Most leases contain renewal options for varying periods, and certain leases include options to purchase the leased property during or at the end of the lease term. Leases generally require the Company to pay for insurance, taxes and maintenance of the property. Leased capital assets included in net property, plant and equipment, which consist primarily of buildings and improvements, were $3.8 million and $3.9 million at September 30, 2008 and 2007, respectively.

Other facilities and equipment are leased under arrangements that are accounted for as noncancelable operating leases. Total rental expense for property, plant and equipment charged to operations under noncancelable operating leases was $38.6 million, $29.8 million and $13.7 million in fiscal 2008, 2007 and 2006, respectively.

Other 12.0 16.7 (7.4 ) 9.3

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

Total $ 1,284.5 $ (122.4 ) $ 1,162.1

September 30, 2008 2007

Customer notes receivable and other investments $ 38.6 $ 41.9 Deferred finance costs 22.4 29.9 Long-term finance receivables, less current portion 20.3 23.5 Equipment deposits -- 23.8 Other 24.0 25.7

105.3 144.8 Less allowance for doubtful notes receivable (1.6 ) (2.1 )

$ 103.7 $ 142.7

Future minimum operating and capital lease payments due under operating leases and the related present value of minimum capital lease payments at September 30, 2008 were as follows (in millions):

Minimum rental payments include $1.2 million due annually under variable rate leases.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Credit Agreements The Company was obligated under the following debt instruments (in millions):

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”). 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. 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 September 30, 2008, borrowings of $47.3 million and outstanding letters of credit of $23.8 million reduced available capacity under the Revolving Credit Facility to $478.9 million. As a result of excess available cash, the Company has prepaid its quarterly principal payments which were originally due in December 2008 and March 2009. In addition, the Company has paid all of the remaining quarterly principal payments on the Term Loan B, as well as $110.5 million of the final principal payment under the Term Loan B.

Capital Leases

Operating Leases Total

2009 $ 0.8 $ 29.5 $ 30.3 2010 0.8 21.8 22.6 2011 0.8 15.9 16.7 2012 0.5 9.3 9.8 2013 0.7 6.7 7.4 Thereafter 0.3 19.6 19.9

Total minimum lease payments 3.9 $ 102.8 $ 106.7

Interest (0.6 )

Present value of net minimum lease payments $ 3.3

September 30, 2008 2007

Senior Secured Facility: Revolving line of credit $ 47.3 $ -- Term loan A 387.5 437.5 Term loan B 2,314.0 2,567.5 Limited recourse debt from finance receivables monetizations 3.9 11.1 Other long-term facilities 5.0 5.9

2,757.7 3,022.0 Less current portion (77.2 ) (46.4 )

$ 2,680.5 $ 2,975.6

Current portion of long-term debt $ 77.2 $ 46.4 Other short-term facilities 16.3 35.1

$ 93.5 $ 81.5

The estimated future maturities under the Credit Agreement for the six fiscal years succeeding September 30, 2008 are as follows: 2009 — $25.0 million; 2010 — $50.0 million; 2011 — $50.0 million; 2012 — $262.5 million; 2013 — $0.0 million and 2014 — $2,314.0 million.

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. During the second quarter of fiscal 2007, the Company amended its Credit Agreement resulting in a reduction in the interest rate spread on the Term Loan B by 25 basis points over the term of the loan. The Company capitalized an additional $1.4 million related to this amendment as debt issuance costs. The weighted-average interest rate on borrowings outstanding at September 30, 2008 was 4.58% and 4.32% for the Term Loans A and B, respectively.

The fair value of the long-term debt is estimated by discounting the future cash flows offered to the Company for similar debt instruments of comparable maturities. At September 30, 2008, the fair value of the Term Loan A and B was estimated to be $328.3 million and $2,008.8 million, 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 September 30, 2008 was $2.0 billion and reduces in varying amounts annually each December until the termination date. Under the terms of the swap agreement, the notional amount of the swap will decline to $1.25 billion in December 2008.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The swap has been designated as a cash flow hedge of 3-month LIBOR-based interest payments. In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” 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 September 30, 2008 and 2007, a loss of $44.4 million ($27.3 million net of tax), and $18.9 million ($11.9 million, net of tax), respectively, representing the fair value of the interest rate swap, was 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.

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 4.05% at September 30, 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, but the Company has no knowledge of any risk of counterparty default as of the date of this filing.

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 in the Credit Agreement) of 4.75x for the fiscal quarter ending on 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 in the Credit Agreement) 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 September 30, 2008.

There are scenarios under which the Company could fall out of compliance with the financial covenants contained in its credit agreement. However, the Company is proceeding with a plan with the objective of avoiding the need to amend the credit agreement by maintaining compliance with its financial covenants or at least delay seeking an amendment to mitigate the financial impact. The plan involves targeting $500 million or more of debt reduction in fiscal 2009 and maintaining strong fiscal management. If the Company is not successful in delivering the higher end of its earnings per share estimate range for fiscal 2009 and timely debt reduction of $500 million or more, then the Company

will need to request an amendment to its credit agreement. In the event that the Company would need to amend its credit agreement, the Company would likely incur substantial up front fees and significantly higher interest costs than reflected in the Company’s earnings per share estimate range for fiscal 2009 and other terms in the amendment would likely be significantly less favorable than those in the Company’s current Credit Agreement. The Company believes, based on discussions with its lead banks, that an amendment could be obtained if ultimately necessary and believes that it has adequate liquidity to operate its business.

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 in the Credit Agreement).

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As a result of the sale of finance receivables through limited recourse monetization transactions, the Company had $3.9 million of limited recourse debt outstanding as of September 30, 2008. The aggregate amount of limited recourse debt outstanding at September 30, 2008 becomes due in fiscal 2009.

12. 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. Amounts expensed were $67.9 million, $57.2 million and $42.3 million in fiscal 2008, 2007 and 2006, respectively.

Changes in the Company’s warranty liability during fiscal 2008 and fiscal 2007 were as follows (in millions):

Liabilities for pre-existing warranty claims decreased by $3.2 million in fiscal 2008 generally as a result of the expiration of a systemic warranty during the period on a billion dollar, multi-year contract in the defense segment. The decrease in the liability for pre-existing warranties in fiscal 2007 was principally due to favorable performance in the defense segment and lower field warranty campaigns in the fire & emergency and commercial segments. 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 that 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 entered into a new guarantee arrangement. Under this arrangement guarantees are limited to $3.0 million per year for contracts signed after February 1,

September 30, 2008 2007

Balance at beginning of year $ 88.2 $ 56.9 Warranty provisions 71.1 59.8 Settlements made (67.7 ) (47.5 ) Changes in liability for pre-existing warranties, net (3.2 ) (2.6 ) Acquisitions -- 20.8 Foreign currency translation adjustment (0.1 ) 0.8

Balance at end of year $ 88.3 $ 88.2

2008. 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,” the Company has recorded the fair value of all such guarantees issued after January 1, 2003 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 guarantees $161.5 million in indebtedness of others, including $155.9 million maximum loss exposure under loss pool agreements related to both finance receivable monetizations and third-party debt. 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 September 30, 2008, the Company had recorded $4.7 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, and are generally subject to the finance company’s ability to provide the Company clear title to foreclosed equipment and other conditions. During an economic downturn, collateral values generally decline and can contribute to higher exposure to losses.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. Derivative Financial Instruments and Hedging Activities The Company has used forward foreign currency exchange 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 times, the Company has designated these hedges as either cash flow hedges or fair value hedges under SFAS No. 133 as follows:

Fair Value Hedging Strategy – The Company enters into forward foreign exchange contracts to hedge certain firm commitments denominated in foreign currencies, primarily the Euro. The purpose of the Company’s foreign currency hedging activities is to protect the Company from risk that the eventual U.S. dollar-equivalent cash flows from the sale of products to international customers will be adversely affected by changes in the exchange rates.

Cash Flow Hedging Strategy – To protect against an increase in cost of forecasted purchases of foreign-sourced component parts payable in Euro, the Company has a foreign currency cash flow hedging program. The Company hedges portions of its forecasted purchases denominated in Euro with forward contracts. When the U.S. dollar weakens against the Euro, increased foreign currency payments are offset by gains in the value of the forward contracts. Conversely, when the U.S. dollar strengthens against the Euro, reduced foreign currency payments are offset by losses in the value of the forward contracts.

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 that effectively fixes the interest payments on a portion of the Company’s variable-rate debt.

The swap has been designated as a cash flow hedge of 3-month LIBOR-based interest payments and, accordingly, derivative gains or losses are reflected as a component of accumulated other comprehensive income (loss) and are amortized to interest expense over the respective lives of the borrowings. During the years ended September 30, 2008 and 2007, $23.3 million of expense and $4.7 million of income, respectively, was recorded in the consolidated statements of income as amortization of interest rate derivative gains and losses. At September 30, 2008, $44.4 million of net unrealized losses remain deferred in accumulated other comprehensive income (loss). See Note 11 of the Notes to Consolidated Financial Statements for information regarding the interest rate swap.

At September 30, 2008, forward foreign exchange contracts designated as hedges in accordance with SFAS No. 133 was insignificant.

The Company has entered into forward foreign currency exchange contracts to create an economic hedge to manage foreign currency exchange risk exposure generally 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 is included in the Consolidated Balance Sheet in “Other current assets” and “Other current liabilities”. At September 30, 2008, the U.S. dollar equivalent of these outstanding forward foreign currency exchange contracts totaled $385.7 million in notional amounts, including $214.1 million in contracts to sell Euro, $59.0 million to sell Romanian Lei to purchase Euros, and $56.4 million in contracts to sell U.K. pounds sterling to purchase Euros,

with the remaining contracts covering a variety of foreign currencies. The mark-to-market impact related to the above forward contracts at September 30, 2008 was a net gain of $0.1 million, which is included in “Miscellaneous, net” in the Consolidated Statements of Income along with mark-to-market adjustments on outstanding non-functional currency denominated receivables and payables.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Market Value of Financial Instruments – The fair market value of all open derivative contracts at September 30, 2008 and 2007 were $(44.3) million and $(21.4) million, respectively, and recorded in the Consolidated Balance Sheets as follows (in millions):

14. Shareholders’ Equity On February 1, 1999, the Board of Directors of the Company adopted a shareholder rights plan and declared a rights dividend of one-sixth of one Preferred Share Purchase Right (“Right”) for each share of Common Stock outstanding on February 8, 1999, and provided that one-sixth of one Right would be issued with each share of Common Stock, thereafter issued. The Rights are exercisable only if a person or group acquires 15% or more of the Common Stock or announces a tender offer for 15% or more of the Common Stock. Each Right entitles the holder thereof to purchase from the Company one one-hundredth share of the Company’s Series A Junior Participating Preferred Stock at an initial exercise price of $145 per one one-hundredth of a share (subject to adjustment), or upon the occurrence of certain events, Common Stock or common stock of an acquiring company having a market value equivalent to two times the exercise price. Subject to certain conditions, the Rights are redeemable by the Board of Directors for $.01 per Right and are exchangeable for shares of Common Stock. The Board of Directors is also authorized to reduce the 15% thresholds referred to above to not less than 10%. The Rights have no voting power and expire on February 1, 2009.

In July 1995, the Company authorized the buyback of up to 6,000,000 shares of the Company’s Common Stock. As of September 30, 2008 and 2007, the Company had purchased 2,769,210 shares of its Common Stock at an aggregate cost of $6.6 million. The Company does not expect to buy back any shares under this authorization in fiscal 2009.

15. Stock Options, Nonvested Stock, Performance Shares and Common Stock Reserved At September 30, 2008, the Company had reserved 5,033,467 shares of Common Stock to provide for the exercise of outstanding stock options and the issuance of Common Stock under incentive compensation awards. Under the 2004 Incentive Stock and Awards Plan, as amended (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. The 2004 Plan 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. In fiscal 2002, the Company granted certain officers 280,000 shares of nonvested Common Stock under the 1990 Plan which vested in fiscal 2008 after a six-year retention period. 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 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 option, 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 Consolidated Statements of Income for fiscal 2008, 2007 and 2006 was $15.0 million ($9.7 million net of tax), $11.7 million ($8.4 million net of tax) and $11.1 million ($7.4 million net of tax), respectively.

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September 30, 2008 2007

Other current assets $ 3.5 $ 5.3 Other current liabilities (30.1 ) (7.8 ) Other long-term liabilities (17.7 ) (18.9 )

$ (44.3 ) $ (21.4 )

OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information related to the Company’s equity-based compensation plans in effect as of September 30, 2008 is as follows:

Stock Options – For fiscal 2008, 2007 and 2006, the Company recorded $11.8 million, $7.1 million and $6.5 million, respectively, of stock-based compensation expense in selling, general and administrative expense in the accompanying Consolidated Statements of Income associated with outstanding stock options.

A summary of the Company’s stock option activity for the three years ended September 30, 2008 is as follows:

The Company uses the Black-Scholes valuation model to value stock options utilizing the following weighted average assumptions:

The Company used the Company’s historical stock prices as the basis for the Company’s volatility assumption. The assumed risk-free rates were based on U.S. Treasury rates in effect at the time of grant. The expected option term represents the period of time that the options granted are expected to be outstanding and was based on historical experience. The weighted average fair values for stock option grants during fiscal 2008, 2007 and 2006 were $4.64, $18.78 and $18.23, respectively.

Plan Category

Number of Securities to be Issued Upon

Exercise of Outstanding Options or Vesting of

Performance Share Awards

Weighted Average Exercise Price of

Outstanding Options

Number of Securities Remaining Available for Future

Issuance Under Equity Compensation Plans

Equity compensation plans approved by security holders 4,525,572 $ 26.90 507,895 Equity compensation plans not approved by security holders -- -- --

Total 4,525,572 $ 26.90 507,895

Fiscal Year Ended September 30, 2008 2007 2006

Options

Weighted Average Exercise

Price Options

Weighted Average Exercise

Price Options

Weighted Average Exercise

Price

Options outstanding, beginning of the year 3,141,994 $ 32.71 2,937,594 $ 25.30 2,868,506 $ 20.16 Options granted 1,565,450 12.75 640,750 54.60 398,788 50.02 Options forfeited (37,734 ) 52.06 (3,000 ) 19.75 -- -- Options exercised (345,338 ) 12.88 (433,350 ) 14.92 (329,700 ) 10.50

Options outstanding, end of the year 4,324,372 $ 26.90 3,141,994 $ 32.71 2,937,594 $ 25.30

Options exercisable, end of the year 2,234,658 $ 30.56 2,094,472 $ 23.27 2,128,686 $ 18.43

Fiscal Year Ended September 30, Options Granted During 2008 2007 2006

Assumptions: Risk-free interest rate 2.64% 4.23% 4.73% Expected volatility 43.85% 32.02% 33.70% Expected dividend yield 1.77% 0.75% 0.75% Expected term (in years) 5.46 5.44 5.40

As of September 30, 2008, the Company had $7.1 million of unrecognized compensation expense related to outstanding stock options, which will be recognized over a weighted average period of 2.5 years.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock options outstanding as of September 30, 2008 were as follows (in millions, except share and per share amounts):

Stock options exercisable as of September 30, 2008 were as follows (in millions, except share and per share amounts):

The aggregate intrinsic values in the tables above represent the total pre-tax intrinsic value (difference between the Company’s closing stock price on the last trading day of fiscal 2008 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 30, 2008. This amount changes based on the fair market value of the Company’s Common Stock. Total intrinsic value of options exercised for fiscal 2008, 2007 and 2006 was $9.0 million, $17.3 million and $11.6 million, respectively.

Net cash proceeds from the exercise of stock options were $3.5 million, $6.5 million and $3.4 million for fiscal 2008, 2007 and 2006, respectively. The actual income tax benefit realized totaled $3.5 million, $6.7 million and $4.6 million, for those same periods.

Nonvested Stock Awards – Compensation expense related to nonvested stock awards of $2.6 million, $4.6 million and $4.6 million in fiscal 2008, 2007 and 2006, respectively, was recorded in selling, general and administrative expense in the accompanying Consolidated Statements of Income.

A summary of the Company’s nonvested stock activity for the three years ended September 30, 2008 is as follows:

Price Range Number

Outstanding

Weighted Average

Remaining Contractual

Life (in years)

Weighted Average

Exercise Price

Aggregate Intrinsic

Value

$6.29 - $7.63 64,000 1.1 $ 7.16 $ 0.4

$11.00 - $19.75 2,454,500 7.9 14.08 1.9 $28.27 - $36.95 389,717 5.8 29.10 -- $39.91 - $59.58 1,416,155 8.1 49.40 --

4,324,372 7.7 26.90 $ 2.3

Price Range Number

Outstanding

Weighted Average

Remaining Contractual

Life (in years)

Weighted Average

Exercise Price

Aggregate Intrinsic

Value

$6.29 - $7.63 64,000 1.1 $ 7.16 $ 0.4

$11.00 - $19.75 927,000 4.4 17.45 0.1 $28.27 - $36.95 389,717 5.8 29.10 -- $39.91 - $59.58 853,941 7.8 47.23 --

2,234,658 5.8 30.56 $ 0.5

Fiscal Year Ended September 30, 2008 2007 2006

Number Weighted Average Number

Weighted Average Number

Weighted Average

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2008, there was $0.3 million of unrecognized compensation expense related to nonvested stock awards. That cost is expected to be recognized over a weighted average period of 1.2 years. The total fair value of shares vested during fiscal 2008, 2007 and 2006 was $4.7 million, $4.9 million and $3.3 million, respectively.

Performance Share Awards – In fiscal 2008 and 2007, the Company granted certain executives awards for an aggregate of 50,100 and 50,500 performance shares, respectively, that vest at the end of the third fiscal year following the grant date. Executives earn performance shares only if the Company’s total shareholder return over the three years compares favorably to that of a comparator group of companies. Potential payouts range from zero to 200 percent of the target awards. The grant date fair values of the 2008 performance share awards were estimated using a Monte Carlo simulation model utilizing the following weighted average assumptions:

The Company used the Company’s historical stock prices as the basis for the Company’s volatility assumption. The assumed risk-free rates were based on U.S. Treasury rates in effect at the time of grant. The expected life is based on the vesting period (term). The weighted average fair value for performance share awards granted during fiscal 2008 and 2007 was $7.04 and $35.12, respectively. Compensation expense of $0.6 million and $0.1 million related to performance share awards was recorded in fiscal 2008 and 2007, respectively, in selling, general and administrative expense in the accompanying Consolidated Statements of Income.

16. 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:

Options to purchase 1,446,598, 749,750 and 26,000 shares of Common Stock were outstanding in fiscal 2008, 2007 and 2006, respectively, but were not included in the computation of diluted earnings per share because the exercise price of the options was greater than the average market price of the shares of Common Stock and therefore would have been anti-dilutive.

17. Employee Benefit Plans Pension Plans — The Company and certain of its subsidiaries sponsor multiple defined benefit pension plans covering certain Oshkosh,

of Shares

Grant Date Fair Value

of Shares

Grant Date Fair Value

of Shares

Grant Date Fair Value

Nonvested, beginning of the year 407,210 $ 25.78 438,796 $ 24.43 435,012 $ 21.57 Granted 11,825 41.47 55,825 54.14 69,038 50.40 Forfeited (16,035 ) 54.30 -- -- -- -- Vested (339,184 ) 20.06 (87,411 ) 37.13 (65,254 ) 32.79

Nonvested, end of the year 63,816 $ 51.91 407,210 $ 25.78 438,796 $ 24.43

Fiscal Year Ended September 30, Performance Shares Granted During 2008 2007

Assumptions: Risk-free interest rate 2.08 % 4.95 % Expected volatility 35.53 % 27.97 % Expected term (in years) 3.00 3.00

Fiscal Year Ended September 30, 2008 2007 2006

Basic weighted average shares outstanding 74,007,989 73,562,307 73,159,887 Effect of dilutive stock options and incentive compensation awards 828,207 1,268,524 1,239,991

Diluted weighted average shares outstanding 74,836,196 74,830,831 74,399,878

Geesink, JLG and Pierce employees. The benefits provided are based primarily on average compensation, years of service and date of birth. Hourly plans are generally based upon years of service and a benefit dollar multiplier. The Company periodically amends the hourly plans, changing the benefit dollar multipliers.

Postretirement Plans — The Company and certain of its subsidiaries sponsor multiple postretirement benefit plans covering Oshkosh, JLG and Kewaunee retirees and their spouses. The plans generally provide health benefits based on years of service and date of birth. These plans are unfunded.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The change in benefit obligations and plan assets as well as the funded status of the Company’s defined benefit pension plans and postretirement benefit plans were as follows (in millions):

The accumulated benefit obligation for all defined benefit pension plans was $228.1 million and $203.9 million at September 30, 2008 and 2007, respectively.

Pension Benefits

Postretirement U.S. Plans Non-U.S. Plans Health and Other

2008 2007 2008 2007 2008 2007

Change in benefit obligations Benefit obligations at October 1 $ 169.5 $ 149.7 $ 25.1 $ 14.9 $ 31.6 $ 29.7 Acquisition -- 3.4 -- 12.3 -- 3.6 Service cost 11.1 9.9 1.5 1.4 1.9 1.7 Interest cost 10.1 9.1 1.4 1.3 1.8 1.8 Actuarial loss (gain) 0.2 (6.3 ) (4.4 ) (6.1 ) 3.5 (3.6 ) Participant contributions -- -- 0.4 0.4 -- -- Plan amendments 0.9 6.7 -- -- -- -- Curtailments 4.0 -- -- -- -- -- Benefits paid (6.4 ) (3.0 ) (0.9 ) (0.8 ) (2.1 ) (1.6 ) Currency translation adjustments -- -- (2.8 ) 1.7 -- --

Benefit obligation at September 30 $ 189.4 $ 169.5 $ 20.3 $ 25.1 $ 36.7 $ 31.6

Change in plan assets Fair value of plan assets at October 1 $ 153.7 $ 140.7 $ 23.0 $ 11.2 $ -- $ -- Acquisition -- -- -- 6.9 -- -- Actual return on plan assets (20.9 ) 15.9 (2.5 ) 1.9 -- -- Company contributions 3.1 0.1 3.1 2.1 2.1 1.6 Participant contributions -- -- 0.4 0.3 -- -- Benefits paid (6.4 ) (3.0 ) (0.9 ) (0.8 ) (2.1 ) (1.6 ) Currency translation adjustments -- -- (2.7 ) 1.4 -- --

Fair value of plan assets at September 30 $ 129.5 $ 153.7 $ 20.4 $ 23.0 $ -- $ --

Funded status of plan - (under) over funded $ (59.9 ) $ (15.8 ) $ 0.1 $ (2.1 ) $ (36.7 ) $ (31.6 )

Recognized in consolidated balance sheet at September 30 Prepaid benefit cost (long-term asset) $ -- $ 7.5 $ 0.7 $ 0.4 $ -- $ -- Accrued benefit liability (current liability) (6.0 ) (0.3 ) -- -- (2.5 ) (2.8 ) Accrued benefit liability (long-term liability) (53.9 ) (23.0 ) (0.6 ) (2.5 ) (34.2 ) (28.8 )

$ (59.9 ) $ (15.8 ) $ 0.1 $ (2.1 ) $ (36.7 ) $ (31.6 )

Recognized in accumulated other comprehensive income at September 30 (net of taxes) Net actuarial loss (gain) $ 44.9 $ 26.8 $ (3.4 ) $ (3.3 ) $ 3.0 $ 3.3 Prior service cost 8.0 8.3 -- -- -- --

$ 52.9 $ 35.1 $ (3.4 ) $ (3.3 ) $ 3.0 $ 3.3

Weighted-average assumptions as of September 30 Discount rate 6.00 % 6.00 % 7.00 % 5.90 % 6.00 % 6.00 % Expected return on plan assets 7.75 % 8.00 % 6.00 % 6.20 % n/a n/a Rate of compensation increase 4.20 % 4.39 % 4.40 % 4.20 % n/a n/a

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As a result of a dramatic decrease in the equity markets in the fourth quarter of fiscal 2008, the number of the Company’s pension benefit plans with accumulated benefit obligations greater than plan assets increased. Pension benefit plans with accumulated benefit obligations in excess of plan assets consisted of the following (in millions):

The components of net periodic benefit cost for fiscal years ended September 30 were as follows (in millions):

Included in accumulated other comprehensive income at September 30, 2008 are prior service costs of $1.3 million ($0.8 million net of tax) and unrecognized net actuarial losses of $2.4 million ($1.4 million net of tax) expected to be recognized in pension and SERP net periodic benefit costs during the year ended September 30, 2009.

The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation for the Company was 8.5% in fiscal 2008, declining to 5.5% in fiscal 2014. If the health care cost trend rate was increased by 1%, the accumulated postretirement benefit obligation at September 30, 2008 would increase by $3.7 million and net periodic postretirement benefit cost for fiscal 2008 would increase by $0.6 million. A corresponding decrease of 1% would decrease the accumulated postretirement benefit obligation at September 30, 2008 by $3.3 million and net periodic postretirement benefit cost for fiscal 2008 would decrease by $0.5 million.

The Company’s Board of Directors has appointed an Investment Committee (“Committee”) to manage the investment of the Company’s pension plan assets. The Committee has established and operates under an Investment Policy. The Committee determines the asset allocation and target ranges based upon periodic asset/liability studies and capital market projections. The Committee retains external investment managers to invest the assets and an advisor to monitor the performance of the investment managers. The Investment Policy prohibits certain

September 30,

U.S. Plans Non-U.S. Plans

2008 2007 2008 2007

Projected benefit obligation $ 189.4 $ 64.9 $ 8.8 $ 11.2 Accumulated benefit obligation 171.3 62.3 8.7 10.6 Fair value of plan assets 129.5 44.1 8.3 8.6

Pension Benefits

Postretirement U.S. Plans Non-U.S. Plans Health and Other

2008 2007 2006 2008 2007 2006 2008 2007 2006

Components of net periodic benefit cost Service cost $ 11.1 $ 9.9 $ 9.2 $ 1.5 $ 1.4 $ 0.8 $ 1.9 $ 1.7 $ 1.7 Interest cost 10.1 9.1 7.5 1.4 1.3 0.6 1.8 1.8 1.5 Expected return on plan assets (12.0 ) (11.5 ) (9.6 ) (1.4 ) (1.1 ) (0.6 ) -- -- -- Adjustment for curtailment 4.0 -- -- -- -- -- -- -- -- Amortization of prior service cost 1.3 1.2 0.8 -- -- -- -- -- -- Amortization of transition asset -- -- (0.1 ) -- -- -- -- -- -- Amortization of net actuarial loss (gain) 2.0 2.7 3.5 (0.2 ) 0.1 -- 3.8 0.4 0.5

Net periodic benefit cost $ 16.5 $ 11.4 $ 11.3 $ 1.3 $ 1.7 $ 0.8 $ 7.5 $ 3.9 $ 3.7

Other changes in plan assets and benefit obligation recognized in other comprehensive income Net actuarial loss (gain) $ 20.0 $ 26.8 $ (0.3 ) $ (3.3 ) $ -- $ 3.3 Prior service costs 1.1 8.3 -- -- -- -- Amortization of prior service cost (1.3 ) -- -- -- -- -- Amortization of net actuarial loss (gain) (2.0 ) -- 0.2 -- (0.3 ) --

$ 17.8 $ 35.1 $ (0.1 ) $ (3.3 ) $ (0.3 ) $ 3.3

Weighted-average assumptions as of September 30 Discount rate 6.00 % 5.76 % 5.25 % 5.90 % 5.00 % 5.00 % 6.00 % 5.75 % 5.25 % Expected return on plan assets 8.00 % 8.25 % 8.25 % 6.20 % 6.00 % 6.00 % n/a n/a n/a Rate of compensation increase 4.39 % 4.57 % 4.50 % 4.20 % 4.20 % 3.80 % n/a n/a n/a

investment transactions, such as commodity contracts, margin transactions, short selling and investments in Company securities, unless the Committee gives prior approval.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The weighted average of the Company’s and its subsidiaries’ pension plan asset allocations and target allocations at September 30, 2008 and 2007, by asset category, were as follows:

The plans’ investment strategy is based on an expectation that, over time, equity securities will provide higher total returns than debt securities. The plans primarily minimize the risk of large losses through diversification of investments by asset class, by investing in different styles of investment management within the classes and by using a number of different investment managers. The Committee monitors the asset allocation and investment performance monthly, with a more comprehensive quarterly review with its advisor and annual reviews with each investment manager.

The plans’ expected return on assets is based on management’s and the Committee’s expectations of long-term average rates of return to be achieved by the plans’ investments. These expectations are based on the plans’ historical returns and expected returns for the asset classes in which the plans are invested.

The Company’s policy is to fund the pension plans in amounts that comply with contribution limits imposed by law. The Company expects to contribute approximately $5.0 million to $10.0 million to its pension plans and an additional $2.5 million to its postretirement benefit plans in fiscal 2009. However, due to significant declines in global financial market conditions, the Company may be required to make additional contributions in fiscal 2009. The Company’s estimated future benefit payments under Company sponsored plans were as follows (in millions):

401(k) Plans — The Company has defined contribution 401(k) plans covering substantially all domestic employees. The plans allow employees to defer 2% to 19% of their income on a pre-tax basis. Each employee who elects to participate is eligible to receive Company matching contributions which are based on employee contributions to the plans, subject to certain limitations. Amounts expensed for Company matching and discretionary contributions were $18.8 million, $13.7 million and $3.8 million in fiscal 2008, 2007 and 2006, respectively. The Company’s contributions increased in fiscal 2007 as a result of the increase in employees related to the acquisition of JLG.

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U.S. Plans Non-U.S. Plans

Target % 2008 2007 Target % 2008 2007

Asset Category Asset Category Fixed income 30% - 40% 45% 36% UK equities 25% 29% 33% Large-cap growth 25% - 35% 24% 30% Non-UK equities 25% 29% 33% Large-cap value 5% - 15% 9% 11% Government bonds 35% 27% 24% Mid-cap value 5% - 15% 11% 12% Corporate bonds 15% 15% 10% Small-cap value 5% - 15% 11% 11% Venture capital 0% - 5% 0% 0%

100% 100% 100% 100%

Fiscal Year Ending Pension Benefits Other

Postretirement September 30, U.S. Plans Non-U.S. Plans Non-Qualified Benefits

2009 $ 3.1 $ 0.3 $ 6.0 $ 2.5 2010 3.8 0.3 0.4 2.3 2011 4.5 0.9 0.4 2.4 2012 5.1 0.7 0.9 2.4 2013 5.8 0.7 1.8 2.5

2014-2018 42.0 6.5 12.5 14.6

OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18. Income Taxes Pre-tax income (loss) from operations was taxed in the following jurisdictions (in millions):

Significant components of the provision (credit) for income taxes were as follows (in millions):

The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax expense was:

Fiscal Year Ended September 30, 2008 2007 2006

Domestic $ 274.0 $ 354.2 $ 315.3 Foreign (83.6 ) 41.5 9.6

$ 190.4 $ 395.7 $ 324.9

Fiscal Year Ended September 30, 2008 2007 2006

Allocated to Income Before Equity in Earnings of Unconsolidated Affiliates and Minority Interest Current: Federal $ 104.3 $ 99.1 $ 123.0 Foreign 18.1 11.6 5.4 State 6.1 11.0 12.4

Total current 128.5 121.7 140.8

Deferred: Federal (1.7 ) 16.0 (16.8 ) Foreign (8.6 ) (4.3 ) (0.9 ) State (0.1 ) 1.8 (1.9 )

Total deferred (10.4 ) 13.5 (19.6 )

$ 118.1 $ 135.2 $ 121.2

Allocated to Other Comprehensive Income Deferred federal, state and foreign $ (21.2 ) $ (25.3 ) $ 22.1

Fiscal Year Ended September 30, 2008 2007 2006

Effective Rate Reconciliation U.S. federal tax rate 35.0 % 35.0 % 35.0 % State income taxes, net 3.1 1.5 3.3 Foreign taxes (0.8 ) (0.9 ) (0.2 ) Non-deductible intangible asset impairment charge 30.8 -- -- European tax incentive (11.0 ) (1.9 ) -- Valuation allowance 5.1 1.6 0.5 Tax credits (0.1 ) (1.7 ) (1.0 ) Manufacturing deduction (2.7 ) (0.8 ) (0.7 ) Other, net 2.6 1.4 0.4

62.0 % 34.2 % 37.3 %

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company is party to a tax incentive agreement (“incentive”) covering certain of its European operations. The incentive provides for a reduction in the Company’s effective income tax rate through allowable deductions that are subject to recapture to the extent that certain conditions are not met, including a requirement to have minimum cumulative operating income over a multiple-year period ending in fiscal 2013. In fiscal 2008 and 2007, as a result of this incentive, the Company recognized €40.2 million and €16.5 million of deductions, respectively, which resulted in a $20.9 million and $7.5 million reduction, respectively, in the Company’s provision for income taxes. Should the Company reach the maximum level of cumulative operating income under this incentive, aggregate additional deductions of €56.8 million would be available to offset the Company’s future taxable income, although the amount of deductions allowed in any particular tax year are limited by the incentive.

Deferred income tax assets and liabilities were comprised of the following (in millions):

The net deferred tax liability is classified in the Consolidated Balance Sheets as follows (in millions):

As of September 30, 2008, the Company had $141.2 million of net operating loss carryforwards available to reduce future taxable income of certain foreign subsidiaries that are primarily from countries with carryforward periods ranging from eight years to an unlimited period. In addition, the Company had $91.3 million of state net operating loss carryforwards, which are subject to expiration from 2009 to 2028. The deferred tax assets for foreign and state net operating loss carryforwards were $35.7 million and $5.0 million, respectively, and are reviewed for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax-planning strategies and

September 30, 2008 2007

Deferred Tax Assets and Liabilities Deferred tax assets: Other long-term liabilities $ 77.2 $ 15.2 Net operating losses 40.7 22.0 Accrued warranty 26.6 28.8 Other current liabilities 25.3 33.9 Other long-term assets -- 24.8 Payroll-related obligations 10.5 11.6 Receivables 6.1 9.0 Other 0.6 2.8

Gross deferred tax assets 187.0 148.1 Less valuation allowance (27.6 ) (14.3 )

Deferred tax assets 159.4 133.8 Deferred tax liabilities: Intangible assets 332.2 343.7 Investment in unconsolidated partnership 18.7 20.1 Property, plant and equipment 45.8 29.5 Other 5.0 3.1

Deferred tax liabilities 401.7 396.4

Net deferred tax liability $ (242.3 ) $ (262.6 )

September 30, 2008 2007

Current net deferred tax asset $ 66.6 $ 77.5 Non-current net deferred tax liability (308.9 ) (340.1 )

$ (242.3 ) $ (262.6 )

projections of future taxable income. As a result of this analysis, the Company recorded a valuation allowance against the foreign and state deferred tax assets of $23.8 million and $3.8 million, respectively.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company does not provide for U.S. income taxes on undistributed earnings of its foreign operations that are intended to be permanently reinvested. At September 30, 2008, these earnings amounted to $172.6 million. If these earnings were repatriated to the United States, the Company would be required to accrue and pay U.S. Federal income taxes and foreign withholding taxes, as adjusted for foreign tax credits. Determination of the amount of any unrecognized deferred income tax liability on these earnings is not practicable.

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 Consolidated Balance Sheet from income taxes payable to other long-term assets and long-term liabilities of $6.2 million and $36.2 million, respectively. As of September 30, 2008, the Company’s liability for gross uncertain tax positions, excluding interest and penalties, was $59.7 million. Excluding interest and penalties, net unrecognized tax benefits of $19.7 million would affect the Company’s effective tax rate if recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefits for fiscal 2008 is as follows (in millions):

The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits in the provision for income taxes in the Company’s Consolidated Statements of Income. During the fiscal years ended September 30, 2008, 2007 and 2006, the Company recognized $2.7 million, $0.8 million and $(0.1) million in interest and penalties, respectively. At September 30, 2008 and 2007, the Company had accruals for the payment of interest and penalties of $12.2 million and $4.2 million, respectively. The amount of unrecognized tax benefits is expected to change by approximately $2.0 million in the next twelve months.

The Company files federal income tax returns, as well as multiple state, local and non-U.S. jurisdiction tax returns. The Company is regularly audited by federal, state and foreign tax authorities. The Company’s taxable years ended September 30, 2006 and 2007 are currently under audit by the Internal Revenue Service.

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 made a $2.3 million payment on May 27, 2008 to the PA in complete satisfaction of the audit, inclusive of interest.

19. Contingencies, Significant Estimates and Concentrations Securities Class Action — On September 19, 2008, a purported shareholder of the Company filed a complaint seeking certification of a class action lawsuit in the United States District Court for the Eastern District of Wisconsin docketed as Iron Workers Local No. 25 Pension Fund on behalf of itself and all others similarly situated v. Oshkosh Corporation and Robert G. Bohn. The lawsuit alleges, among other things, that the Company violated the Securities Exchange Act of 1934 by making materially inadequate disclosures and material omissions leading to the Company’s issuance of revised earnings guidance and announcement of an impairment charge on June 26, 2008. Since the initial lawsuit, other suits containing substantially similar allegations were filed (all suits hereafter referred to as the “Actions”). The Company believes the Actions to be entirely without merit and plans to vigorously defend against the Actions.

Environmental — 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

Balance at October 1, 2007 $ 48.0 Additions for tax positions related to current year 7.3 Additions for tax positions related to prior years 8.9 Reductions for tax positions of prior years (7.3 ) Settlements (7.1 ) Lapse of statute of limitations (1.0 )

Balance at September 30, 2008 $ 48.8

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.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, 2008 and 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 materially adverse effect on the Company’s financial position, results of operations or cash flows.

Personal Injury Actions and Other — 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 September 30, 2008 and 2007, the reserve for product and general liability claims was $47.3 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.

Market Risks — The Company is contingently liable under bid, performance and specialty bonds totaling $283.4 million and open standby letters of credit issued by the Company’s banks in favor of third parties totaling $23.8 million at September 30, 2008.

Other Matters — 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.

At September 30, 2008, approximately 26% of the Company’s workforce was covered under collective bargaining agreements.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company derives a significant portion of its revenue from the DoD, as follows (in millions):

Fiscal Year Ended September 30, 2008 2007 2006

DoD $ 2,051.3 $ 1,435.4 $ 1,189.6 Foreign military sales 17.5 22.1 21.2

No other customer represented more than 10% of sales for fiscal 2008, 2007 and 2006.

Certain risks are inherent in doing business with the DoD, including technological changes and changes in levels of defense spending. All DoD contracts contain a provision that they may be terminated at any time at the convenience of the government. In such an event, the Company is entitled to recover allowable costs plus a reasonable profit earned to the date of termination.

Major contracts for military systems are performed over extended periods of time and are subject to changes in scope of work and delivery schedules. Pricing negotiations on changes and settlement of claims often extend over prolonged periods of time. The Company’s ultimate profitability on such contracts may depend on the eventual outcome of an equitable settlement of contractual issues with the Company’s customers.

Because the Company is a relatively large defense contractor, the Company’s government contract operations are subject to extensive annual audit processes and to U.S. government investigations of business practices and cost classifications from which legal or administrative proceedings can result. Based on government procurement regulations, under certain circumstances a contractor can be fined, as well as suspended or debarred from government contracting. In that event, the Company would also be prohibited from selling equipment or services to customers that depend on loans or financial commitments from the Export Import Bank, Overseas Private Investment Corporation and similar government agencies during a suspension or debarment.

20. Business Segment Information The Company is organized into four reportable segments based on the internal organization used by management for making operating decisions and measuring performance and based on the similarity of customers served, common management, common use of facilities and economic results attained. The Company’s segments are as follows:

Access Equipment : This segment consists of JLG. JLG manufactures aerial work platforms and telehandlers used in a wide variety of construction, industrial, institutional and general maintenance applications to position workers and materials at elevated heights for sale worldwide. Access equipment customers include equipment rental companies, construction contractors, manufacturing companies, home improvement centers and the U.S. military. Sales to one customer accounted for 14.8% of the segment’s sales for the year ended September 30, 2007.

Defense : This segment consists of a division of Oshkosh that manufactures heavy- and medium-payload tactical trucks and supply parts and services for the U.S. military and for other militaries around the world. Sales to the DoD accounted for 96.0%, 92.0% and 85.7% of the segment’s sales for the years ended September 30, 2008, 2007 and 2006, respectively.

Fire & Emergency : This segment includes Pierce, JerrDan, Medtec, Kewaunee, BAI, OSV and the aircraft rescue and firefighting and snow removal divisions of Oshkosh. These units manufacture and market commercial and custom fire vehicles, broadcast vehicles and emergency vehicles primarily for fire departments, airports, other governmental units, hospitals and other care providers, broadcast stations and towing companies in the U.S. and abroad.

Commercial : This segment includes McNeilus, Geesink, CON-E-CO, London, IMT and the commercial division of Oshkosh. McNeilus, CON-E-CO, London and Oshkosh manufacture, market and distribute concrete mixers, portable concrete batch plants and vehicle and vehicle body components. McNeilus and Geesink manufacture, market and distribute refuse collection vehicles and components and Geesink manufactures and markets waste collection systems and components. IMT is a manufacturer of field service vehicles and truck-mounted cranes for niche markets. Sales are made primarily to commercial and municipal customers in the Americas and Europe.

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, intersegment eliminations and income and expense not allocated to reportable segments. 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. The accounting policies of the reportable segments are the same as those described in Note 2 of the Notes to Consolidated Financial Statements.

Total DoD sales $ 2,068.8 $ 1,457.5 $ 1,210.8

Selected financial information concerning the Company’s product lines and reportable segments is as follows (in millions):

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Year Ended September 30, 2008 2007 2006

External Customers

Inter- segment

Net Sales

External Customers

Inter- segment

Net Sales

External Customers

Inter- segment

Net Sales

Access equipment (a) Aerial work platforms $ 1,997.9 $ -- $ 1,997.9 $ 1,493.7 $ -- $ 1,493.7 $ -- $ -- $ -- Telehandlers 747.0 -- 747.0 796.8 -- 796.8 -- -- -- Other 341.0 -- 341.0 249.0 -- 249.0 -- -- --

Total access equipment 3,085.9 -- 3,085.9 2,539.5 -- 2,539.5 -- -- -- Defense 1,882.2 9.7 1,891.9 1,412.1 4.4 1,416.5 1,311.9 5.3 1,317.2 Fire & emergency 1,146.5 46.3 1,192.8 1,107.4 34.8 1,142.2 925.8 35.7 961.5 Commercial Concrete placement 367.2 1.4 368.6 619.3 -- 619.3 697.9 0.6 698.5 Refuse collection 576.2 10.1 586.3 527.4 -- 527.4 476.0 -- 476.0 Other 80.3 1.8 82.1 101.6 -- 101.6 15.8 -- 15.8

Total commercial 1,023.7 13.3 1,037.0 1,248.3 -- 1,248.3 1,189.7 0.6 1,190.3 Intersegment eliminations -- (69.3 ) (69.3 ) -- (39.2 ) (39.2 ) -- (41.6 ) (41.6 )

Consolidated $ 7,138.3 $ -- $ 7,138.3 $ 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.

Fiscal Year Ended September 30, 2008 2007 2006

Operating income (expense): Access equipment $ 360.1 $ 268.4 $ -- Defense 265.2 245.0 242.2 Fire & emergency 93.9 107.5 90.0 Commercial (a) (204.0 ) 57.7 66.2 Corporate and other (108.9 ) (88.3 ) (72.5 )

Consolidated 406.3 590.3 325.9 Interest expense net of interest income (205.0 ) (194.5 ) (0.8 ) Miscellaneous other income (expense) (10.9 ) (0.1 ) (0.2 )

Income before provision for income taxes, equity in earnings of unconsolidated affiliates and minority interest $ 190.4 $ 395.7 $ 324.9

(a) Fiscal 2008 results include a goodwill impairment charge of $167.4 million and a long-lived asset charge of $7.8 million. See Note 8 of the Notes to Consolidated Financial Statements for a discussion of the charges.

Fiscal Year Ended September 30, 2008 2007 2006

Depreciation and amortization: Access equipment $ 91.4 $ 76.1 $ -- Defense 10.2 7.1 6.5 Fire & emergency 18.6 17.2 12.7 Commercial 25.3 22.1 18.0 Corporate and other 7.4 6.5 0.3

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OSHKOSH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents net sales by geographic region based on product shipment destination (in millions):

Consolidated $ 152.9 $ 129.0 $ 37.5

Capital expenditures: Access equipment $ 63.9 $ 46.1 $ -- Defense 18.9 17.6 12.6 Fire & emergency 9.3 16.1 26.9 Commercial 26.2 22.2 16.5

Consolidated $ 118.3 $ 102.0 $ 56.0

September 30, 2008 2007 2006

Identifiable assets: Access equipment U.S. $ 2,757.4 $ 2,845.0 $ -- Europe (a) 1,108.4 1,032.1 -- Rest of world 123.0 282.5 --

Total access equipment 3,988.8 4,159.6 -- Defense - U.S. 299.0 251.5 244.1 Fire & emergency U.S. 756.2 761.3 732.1 Europe 123.8 119.0 120.1

Total fire & emergency 880.0 880.3 852.2 Commercial: U.S. 631.2 670.3 731.4 Other North America (a) 32.5 34.5 25.3 Europe (b) 170.0 306.8 257.7

Total Commercial 833.7 1,011.6 1,014.4 Corporate and other - U.S. 80.0 96.8 0.2

Consolidated $ 6,081.5 $ 6,399.8 $ 2,110.9

(a) Includes investment in unconsolidated affiliates.

(b) September 30, 2008 results reflect the June 2008 goodwill impairment charge of $167.4 million and a long-lived asset impairment charge of $7.8 million. See Note 8 of the Notes to Consolidated Financial Statements for a discussion of the charges.

Fiscal Year Ended September 30, 2008 2007 2006

Net sales: United States $ 4,997.2 $ 4,745.5 $ 2,820.6 Other North America 180.6 212.8 76.3 Europe, Africa and Middle East 1,544.1 1,083.7 431.8 Rest of world 416.4 265.3 98.7

Consolidated $ 7,138.3 $ 6,307.3 $ 3,427.4

21. Unaudited Quarterly Results (in millions, except per share amounts)

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None.

Evaluation of Disclosure Controls and Procedures . In accordance with Rule 13a-15(b) of 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 September 30, 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 September 30, 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 Securities and Exchange Commission 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.

Management’s Report on Internal Control Over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.

The Company’s management, with the participation of the Company’s Chairman and Chief Executive Officer and Executive Vice President and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Company’s management has concluded that, as of September 30, 2008, the Company’s internal controls over financial reporting were effective based on that framework.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, issued an audit report on management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2008, which is included herein.

Attestation Report of Independent Registered Public Accounting Firm. The attestation report required under this Item 9A is contained in Item 8 of Part II of this Annual Report on Form 10-K under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.”

Changes in Internal Control over Financial Reporting . There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Fiscal Year Ended September 30, 2008 Fiscal Year Ended September 30, 2007

4th Quarter 3rd Quarter (a) 2nd Quarter 1st Quarter 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter

Net sales $ 1,896.5 $ 1,969.3 $ 1,772.6 $ 1,499.9 $ 1,792.4 $ 1,847.3 $ 1,660.7 $ 1,006.8 Gross income 279.9 328.2 323.1 252.0 327.3 328.4 274.3 172.7 Net income (loss) 53.6 (84.3 ) 72.6 37.3 85.4 90.6 50.9 41.2 Earnings (loss) per share: Basic $ 0.72 $ (1.14 ) $ 0.98 $ 0.51 $ 1.16 $ 1.23 $ 0.69 $ 0.56 Diluted 0.72 (1.14 ) 0.97 0.50 1.14 1.21 0.68 0.55 Common Stock per share dividends $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.10

(a) Results for the third quarter of fiscal 2008 include a goodwill impairment charge of $167.4 million and a long-lived asset charge of $7.8 million. See Note 8 of the Notes to Consolidated Financial Statements for a discussion of the charges.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AC COUNTING AND FINANCIAL DISCLOSURE

ITEM 9A. CONTROLS AND PROCEDURES

The Company has no information to report pursuant to Item 9B.

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PART III

The information to be included under the captions “Governance of the Company – The Board of Directors,” “Governance of the Company – Committees of the Board of Directors – Audit Committee” and “Stock Ownership – Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement for the annual meeting of shareholders on February 3, 2009, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item. Reference is also made to the information under the heading “Executive Officers of the Registrant” included under Part I of this report.

The Company has adopted the Oshkosh Corporation Code of Ethics Applicable to Directors and Senior Executives that applies to the Company’s Directors, the Company’s Chairman of the Board and Chief Executive Officer, the Company’s President and Chief Operating Officer, the Company’s Executive Vice President and Chief Financial Officer, the Company’s Senior Vice President Finance and Controller and other persons performing similar functions. The Company has posted a copy of the Oshkosh Corporation Code of Ethics Applicable to Directors and Senior Executives on the Company’s website at www.oshkoshcorporation.com , and any such Code of Ethics is available in print to any shareholder who requests it from the Company’s Secretary. The Company intends to satisfy the disclosure requirements under Item 10 of Form 8-K regarding amendments to, or waivers from, the Oshkosh Corporation Code of Ethics Applicable to Directors and Senior Executives by posting such information on its website at www.oshkoshcorporation.com .

The Company is not including the information contained on its website as part of, or incorporating it by reference into, this report.

The information to be included under the captions “Report of the Human Resources Committee,” “Executive Compensation” and “Director Compensation” contained in the Company’s definitive proxy statement for the annual meeting of shareholders on February 3, 2009, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

The information to be included under the caption “Stock Ownership – Stock Ownership of Directors, Executive Officers and Other Large Shareholders” in the Company’s definitive proxy statement for the annual meeting of shareholders on February 3, 2009, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

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Equity Compensation Plan Information The following table provides information about the Company’s equity compensation plans as of September 30, 2008.

ITEM 9B. OTHER INFORMATION

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNA NCE

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Plan category

Number of securities to be issued upon the exercise of

outstanding options, warrants rights and performance

share awards (1)

Weighted-average exercise price of outstanding options,

warrants and rights

Number of securities remaining available for future

issuance under equity compensation plans

(excluding securities reflected in the first column) (2)

Equity compensation plans approved by security holders 4,525,572 $26.90 507,895 Equity compensation plans not

The information to be included under the caption “Governance of the Company – The Board of Directors,” “Executive Compensation – Pension Benefits,” “Executive Compensation – Potential Payments Upon Termination or Change in Control” and “Governance of the Company – Policies and Procedures Regarding Related Person Transactions” in the Company’s definitive proxy statement for the annual meeting of shareholders on February 3, 2009, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

The information to be included under the caption “Report of the Audit Committee” in the Company’s definitive proxy statement for the annual meeting of shareholders on February 3, 2009, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

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PART IV

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SIGNATURES

approved by security holders -- n/a --

Total 4,525,572 $26.90 507,895

(1) Represents options to purchase the Company’s Common Stock granted under the Company’s 1990 Incentive Stock Plan, as amended, and the Company’s 2004 Incentive Stock and Awards Plan, both of which were approved by the Company’s shareholders.

(2) Excludes 63,816 shares of nonvested Common Stock subject to a three-year vesting period, previously issued under the Company’s 2004 Incentive Stock and Awards Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) 1. Financial Statements: The following consolidated financial statements of the Company and the report of the Independent Registered Public Accounting Firm included in the Annual Report to Shareholders for the fiscal year ended September 30, 2008, are contained in Item 8:

Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm Consolidated Statements of Income for the years ended September 30, 2008, 2007 and 2006 Consolidated Balance Sheets at September 30, 2008 and 2007 Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2008, 2007 and 2006 Consolidated Statements of Cash Flows for the years ended September 30, 2008, 2007 and 2006 Notes to Consolidated Financial Statements

2. Financial Statement Schedule:

Schedule II - Valuation & Qualifying Accounts

All other schedules are omitted because they are not applicable, or the required information is included in the consolidated financial statements or notes thereto.

3. Exhibits:

Refer to the Exhibit Index incorporated herein by reference. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this report is identified in the Exhibit Index by an asterisk following the Exhibit Number.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.

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SCHEDULE II

OSHKOSH CORPORATION November 14, 2008 By /S/ Robert G. Bohn

Robert G. Bohn, Chairman and Chief Executive Officer

November 14, 2008 By /S/ Robert G. Bohn Robert G. Bohn, Chairman and Chief Executive Officer (Principal Executive Officer)

November 14, 2008 By /S/ David M. Sagehorn

David M. Sagehorn, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

November 14, 2008 By /S/ Thomas J. Polnaszek

Thomas J. Polnaszek, Senior Vice President Finance and Controller (Principal Accounting Officer)

November 14, 2008 By /S/ J. William Andersen

J. William Andersen, Director November 14, 2008 By /S/ Robert A. Cornog

Robert A. Cornog, Director November 14, 2008 By /S/ Richard M. Donnelly

Richard M. Donnelly, Director November 14, 2008 By /S/ Frederick M. Franks, Jr.

Frederick M. Franks, Jr., Director November 14, 2008 By /S/ Michael W. Grebe

Michael W. Grebe, Director November 14, 2008 By /S/ Kathleen J. Hempel

Kathleen J. Hempel, Director November 14, 2008 By /S/ Harvey N. Medvin

Harvey N. Medvin, Director November 14, 2008 By /S/ J. Peter Mosling, Jr.

J. Peter Mosling, Jr., Director November 14, 2008 By /S/ Craig P. Omtvedt

Craig P. Omtvedt, Director November 14, 2008 By /S/ Timothy J. Roemer

Timothy J. Roemer, Director November 14, 2008 By /S/ Richard G. Sim

Richard G. Sim, Director November 14, 2008 By /S/ Charles L. Szews

Charles L. Szews, Director, President and Chief Operating Officer

OSHKOSH CORPORATION VALUATION AND QUALIFYING ACCOUNTS

Allowance for Doubtful Accounts Years Ended September 30, 2008, 2007 and 2006

(In millions)

* Represents amounts written off to the reserve, net of recoveries and foreign currency translation adjustments.

** Fiscal 2007 amounts have been adjusted to include reserves on long-term receivables acquired in the JLG acquisition.

OSHKOSH CORPORATION

EXHIBIT INDEX 2008 ANNUAL REPORT ON FORM 10-K

Fiscal Year

Balance at Beginning of

Year

Acquisitions of

Businesses

Additions Charged to Expense Reductions*

Balance at End of Year

2006 $ 6.4 $ 0.8 $0.3 $(0.5) $ 7.0

2007** $7.0 $14.8 $9.9 $(0.7) $31.0

2008 $31.0 $(4.0) $2.3 $(4.5) $24.8

3.1 Amended and Restated Articles of Incorporation of Oshkosh Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-31371)).

3.2 By-Laws of Oshkosh Corporation, as amended October 19, 2007 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2007 (File No. 1-31371)).

4.1 Credit Agreement, dated December 6, 2006, among Oshkosh Corporation, the financial institutions party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated December 6, 2006 (File No. 1-31371)).

4.2 Rights Agreement, dated as of February 1, 1999, between Oshkosh Corporation and Computershare Investor Services, LLC (as successor to Firstar Bank, N.A.) (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, dated as of February 1, 1999 (File No. 0-13886)).

4.3 First Amendment to Rights Agreement, dated as of November 1, 2002, between Oshkosh Corporation, U.S. Bank National Association and Computershare Investor Services, LLC (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2002 (File No. 1-31371)).

10.1 Oshkosh Corporation 1990 Incentive Stock Plan, as amended through September 15, 2008.*

10.2 Form of Oshkosh Corporation 1990 Incentive Stock Plan Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (Reg. No. 33-62687)).*

10.3 Form of Oshkosh Corporation 1990 Incentive Stock Plan Nonqualified Director Stock Option Agreement (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No. 33-62687)).*

10.4 Employment Agreement, dated as of October 15, 1998, between Oshkosh Corporation and Robert G. Bohn (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended September 30, 1998 (File No. 0-13886)).*

10.5 Amendment effective July 1, 2000 to Employment Agreement, dated as of October 15, 1998, between Oshkosh Corporation and Robert G. Bohn (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2000 (File No. 0-13886)).*

10.6 Second Amendment effective December 31, 2000 to Employment Agreement, dated as of October 15, 1998, between Oshkosh

Corporation and Robert G. Bohn (incorporated by reference to Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2000 (File No. 0-13886)).*

10.7 Oshkosh Corporation Executive Retirement Plan, amended and restated effective December 31, 2008.*

10.8 Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and each of Robert G. Bohn and Charles L. Szews (each of the persons identified have signed this form or a form substantially similar) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 0-13886)).*

10.9 Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and each of Bryan J. Blankfield, Joseph H. Kimmitt, Craig E. Paylor (to be effective December 6, 2008), David M. Sagehorn, W. John Stoddart, Donald H. Verhoff, Michael J. Wuest and Matthew J. Zolnowski (each of the persons identified has signed this form or a form substantially similar).*

10.10 Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and each of Thomas D. Fenner and Wilson R. Jones (each of the persons identified has signed this form or a form substantially similar).*

10.11 Oshkosh Corporation 2004 Incentive Stock and Awards Plan, as amended through September 15, 2008.*

10.12 Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Stock Option Agreement for awards prior to September 19, 2005 (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (Reg. No. 333-114939)).*

10.13 Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Stock Option Agreement for awards on and after September 19, 2005 (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2005 (File No. 1-31371)).*

10.14 Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Non-Employee Director Stock Option Award Agreement, for awards prior to September 19, 2005 (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 (Reg. No. 333-114939)).*

10.15 Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Non-Employee Director Stock Option Award Agreement, for awards on and after September 19, 2005 (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2005 (File No. 1-31371)).*

10.16 Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated September 14, 2004 (File No. 1-31371)).*

10.17 Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Non-Employee Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated February 1, 2005 (File No. 1-31371)).*

10.18 Summary of Cash Compensation for Non-Employee Directors (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2005 (File No. 1-31371)).*

10.19 Employment Agreement, dated as of March 20, 2007, between Oshkosh Corporation and Charles L. Szews (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated March 20, 2007 (File No. 1-31371)).*

10.20 Confidentiality and Loyalty Agreement, dated as of March 20, 2007, between Oshkosh Corporation and Charles L. Szews (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated March 20, 2007 (File No. 1-31371)).*

10.21 Resolutions of the Human Resources Committee of the Board of Directors of Oshkosh Corporation, adopted September 17, 2007, approving terms of performance share awards under the Oshkosh Corporation 2004 Incentive Stock and Awards Plan (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2007 (File No. 1-31371)).*

10.22 Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Stock Appreciation Rights Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-31371)).*

10.23 Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-31371)).*

10.24 JLG Industries, Inc. Supplemental Executive Retirement Plan, as amended effective December 31, 2008.*

10.25 JLG Industries, Inc. Executive Deferred Compensation Plan, as amended effective December 31, 2008.*

10.26 JLG Industries, Inc. Executive Severance Plan, as amended and restated effective October 15, 2006.*

10.27 JLG Industries, Inc. Executive Severance Plan Participation Agreement, dated as of October 14, 2006, between JLG Industries, Inc. and Craig E. Paylor.*

11 Computation of per share earnings (contained in Note 16 of “Notes to Consolidated Financial Statements” of the Company’s Annual

*Denotes a management contract or compensatory plan or arrangement.

Report on Form 10-K for the fiscal year ended September 30, 2008).

21 Subsidiaries of Registrant.

23 Consent of Deloitte & Touche LLP.

31.1 Certification by the Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated November 14, 2008.

31.2 Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated November 14, 2008.

32.1 Written Statement of the Chairman and Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350, dated November 14, 2008.

32.2 Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350, dated November 14, 2008.

OSHKOSH CORPORATION 1990 INCENTIVE STOCK PLAN, as amended

1.1 Establishment . Oshkosh Corporation, a Wisconsin corporation, hereby establishes the “1990 INCENTIVE STOCK PLAN” (the “Plan”) for key employees and for directors of the Corporation who are not employees of the Corporation or any Subsidiary. The Plan permits the grant of Stock Options and Restricted Stock.

1.2 Purpose . The purpose of the Plan is to advance the interests of the Corporation and its Subsidiaries and promote continuity of management by encouraging and providing for the acquisition of an equity interest in the success of the Corporation by key employees and by enabling the Corporation to attract and retain the services of key employees upon whose judgment, interest, skills, and special effort the successful conduct of its operations is largely dependent. In addition, the Plan is designed to promote the best interests of the Corporation and its shareholders by providing a means to attract and retain competent directors who are not employees of the Corporation or any Subsidiary and to provide opportunities for stock ownership by such directors which will increase their proprietary interest in the Corporation and, consequently, their identification with the interests of the shareholders of the Corporation.

1.3 Effective Date . The Plan was initially effective April 9, 1990; amended effective April 25, 1994; amended effective September 21, 1998, by action at the 1999 annual meeting of the Corporation’s shareholders; amended by the Board to give effect to a 3-for-2 stock split effective August 19, 1999; amended by the Board effective June 30, 2000; amended effective February 5, 2001, by action at the 2001 annual meeting of the Corporation’s shareholders; and was further amended by the Board effective , 2008.

2.1 Definitions . Whenever used herein, the following terms shall have their respective meanings set forth below:

Section 1. Establishment, Purpose, and Effective Amended: As of / /2008

Section 2. Definitions; Construction

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

(b) “Affiliate” has the meaning ascribed to such term in Rule 12b-2 promulgated under the Act or any successor rule or regulation thereto.

(c) “Board” means the Board of Directors of the Corporation.

(d) “Change of Control” means the occurrence of any one of the following events:

(i) any Person (other than (A) the Corporation or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Corporation 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 Corporation in substantially the same proportions as their ownership of stock in the Corporation (individually, an “Excluded Person” and collectively, “Excluded Persons”)) is or becomes the “Beneficial Owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates after January 31, 2000, pursuant to express authorization by the Board that refers to this exception) representing 25 percent or more of (1) the combined voting power of the Corporation’s then outstanding voting securities or (2) the then outstanding shares of common stock of the Corporation; 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. 2000, constituted the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on January 31, 2000, or whose appointment, election or nomination for election was previously so approved; or

(iii) consummation of a merger, consolidation or share exchange of the Corporation with any other corporation or issuance of voting securities of the Corporation in connection with a merger, consolidation or share exchange of the Corporation (or any direct or indirect subsidiary of the Corporation), other than (A) a merger, consolidation or share exchange that would result in the voting securities of the Corporation 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 percent of the combined voting power of the voting securities of the Corporation 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 Corporation (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 Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the

2

Notwithstanding the foregoing, no “Change of 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 Corporation 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 Corporation immediately following such transaction or series of transactions.

3

Corporation or its Affiliates after January 31, 2000, pursuant to express authorization by the Board that refers to this exception) representing 25 percent or more of (1) the combined voting power of the Corporation’s then outstanding voting securities or (2) the then outstanding shares of common stock of the Corporation; or

(iv) (A) the shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or (B) the consummation of a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets (in one transaction or a series of related transactions within any period of twenty-four (24) consecutive months), other than a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity at least 75 percent 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 Corporation immediately prior to such sale.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Committee” means the Human Resources Committee of the Board, which shall consist of two (2) or more members of the Board, each of whom qualifies as a “non-employee director” within the meaning of Rule 16b-3 and each of whom qualifies as an “outside director” for purposes of Section 162(m) of the Code.

(g) “Corporation” means Oshkosh Corporation, a Wisconsin corporation.

(h) “Disability” shall have the meaning assigned to the terms “total disability” or “totally disabled” in the Oshkosh Corporation Long Term Disability Program for Salaried Employees, provided the Participant remains totally disabled for five (5) consecutive months.

(i) “Fair Market Value” means the last sale price of the Stock as reported on the NASDAQ National Market System on a particular date.

(j) “Non-Employee Director” means any member of the Board who is not an employee of the Corporation or of any Subsidiary.

(k) “Option” means the right to purchase Stock at a stated price for a specified period of time. For purposes of the Plan an Option may be either (i) an “ incentive stock option” within the meaning of Section 422 of the Code or (ii) a “nonstatutory stock option.”

(l) “Participant” means any individual designated by the Committee to participate in the Plan.

(m) “Performance Goals” means any goals the Committee establishes that relate to one or more of the following with respect to the Corporation or any one or more Subsidiaries or other business units: net sales; cost of sales; gross income; operating income; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; income from continuing operations; net income; basic earnings per share; diluted earnings per share; cash flow; net cash provided by operating activities; net cash provided by operating activities less net cash used in investing activities; ratio of debt to debt plus equity; return on shareholder equity; return on invested capital; return on average total capital employed; return on net assets employed before interest and taxes; operating working capital; average accounts receivable (calculated by taking the average of accounts receivable at the end of each month); average inventories (calculated by taking the average of inventories at the end of each month); and economic value added. As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles, but will exclude the effects of (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition, that in each case the Corporation identifies in its audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of the Corporation’s annual report.

(n) “Period of Restriction” means the period during which the transfer of shares of Restricted Stock is restricted pursuant to Section 7 of the Plan.

(o) “Person” has the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 13(d) and 14(d) thereof.

(p) “Restricted Stock” means Stock granted to a Participant pursuant to Section 7 of the Plan.

2.2 Number . Except when otherwise indicated by the context, the singular shall include the plural, and the plural shall include the singular.

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3.1 Eligibility and Participation . Participants in the Plan shall be selected by the Committee from among those officers and other key employees of the Corporation and its Subsidiaries who, in the opinion of the Committee, are in a position to contribute materially to the Corporation’s continued growth and development and to its long-term financial success. All Non-Employee Directors shall receive grants of Options as provided in Section 6A.

4.1 Number . The total number of shares of Stock subject to issuance under the Plan may not exceed 2,152,753. The total number of shares of Stock subject to issuance pursuant to Options granted under the Plan in any five year period to any one person may not exceed 600,000. The limitations set forth in this Section 4.1 are subject to adjustment upon occurrence of any of the events indicated in Subsection 4.3. The shares to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Stock or treasury Stock, not reserved for any other purpose.

4.2 Unused Stock; Unexercised Rights . In the event any shares of stock are subject to an Option which, for any reason, expires or is terminated unexercised as to such shares, or any shares of Stock, subject to a Restricted Stock grant made under the Plan are reacquired by the Corporation pursuant to Subsection 7.9 or 7.10 of the Plan, such shares again shall become available for issuance under the Plan.

4.3 Adjustment in Capitalization . In the event that (i) the Corporation shall at any time be involved in a merger or other transaction in which shares of Stock are changed or exchanged; or (ii) the Corporation shall subdivide or combine shares of Stock or the Corporation shall declare a dividend payable in shares of Stock, other securities (other than any associated preferred stock purchase rights issued pursuant to that certain Rights Agreement, dated February 1, 1999, between the Corporation and ComputerShare Investor Services, LLC, as successor rights agent, or similar stock purchase rights that the Corporation might authorize and issue in the future) or other property; or (iii) the Corporation shall effect a cash dividend the amount of which exceeds 10% of the trading price of the Stock at the time the dividend is declared, or the Corporation shall effect any other dividend or other distribution on shares of Stock in the form of cash, or a repurchase of shares of Stock, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Corporation characterizes publicly as a recapitalization or reorganization involving shares of Stock; or (iv) any other event shall occur which, in the case of this clause (iv), in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then, subject to Participants’rights under Section 10.2, the Committee shall, in such manner as it may deem equitable, adjust any or all of (A) the number and type of shares of Stock subject to any outstanding Stock Option or Restricted Stock grant; provided, however, that fractional shares shall be rounded to the nearest whole share, and (B) the exercise price with respect to any Stock Option. Any such adjustment made by the Committee shall be conclusive. Notwithstanding the foregoing, Options subject to grant or previously granted to Non-Employee Directors under the Plan at the time of any event described in this Section 4.3 shall be subject to only such adjustments as shall be necessary to maintain the relative proportionate interest of the Non-Employee Directors and preserve, without exceeding, the value of such Options. In addition, if the Corporation shall subdivide shares of Stock or the Corporation shall declare a dividend payable in shares of Stock, if no action is taken by the Board or the Committee, adjustments contemplated by this section that are proportionate shall nevertheless automatically be made as of the date of such subdivision of shares of Stock or dividend payable in shares of Stock.

5

5.1 Duration of Plan . The Plan shall remain in effect, subject to the Board’s right to earlier terminate the Plan pursuant to Subsection 10.3 hereof, until all Stock subject to it shall have been purchased or acquired pursuant to the provisions hereof. Notwithstanding the foregoing, no Option or Restricted Stock may be granted under the Plan on or after September 19, 2010. Further, no annual incentive award may be granted under Section 8.1 of the Plan in respect of any fiscal year of the Corporation after 2005.

(q) “Retirement” shall have the meaning assigned to such term in the pension plan of the Corporation.

(r) “Rule 16b-3” means Rule 16b-3 as promulgated by the United States Securities and Exchange Commission under the Act or any successor rule or regulation thereto.

(s) “Stock” means the Common Stock of the Corporation, par value of one cent ($.01) per share.

(t) “Subsidiary” means any present or future subsidiary of the Corporation, as defined in Section 424(f) of the Code.

Section 3. Eligibility and Participation

Section 4. Stock Subject to Plan

Section 5. Duration of Plan

6.1 Grant of Options . Subject to the provisions of Sections 4 and 5, Options may be granted to Participants at any time and from time to time as shall be determined by the Committee. Non-Employee Directors shall not be eligible to be granted Options under the Plan, except as provided in Section 6A. The Committee shall have complete discretion in determining the number of Options granted to each Participant. The Committee also shall determine whether an Option is to be an incentive stock option within the meaning of Section 422 of the Code or a nonstatutory stock option. However, in no event shall the Fair Market Value (determined at the date of grant) of Stock with respect to which incentive stock options are exercisable for the first time by a Participant during any calendar year exceed one hundred thousand dollars ($100,000). Nor shall any incentive stock option be granted to any person who owns, directly or indirectly, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (“Ten Percent Stockholder”). Nothing in this Section 6 of the Plan shall be deemed to prevent the grant of nonstatutory stock options in excess of the maximum established by Section 422 of the Code.

6.2 Option Agreement . Each Option shall be evidenced by an Option agreement that shall specify the type of Option granted, the Option price, the duration of the Option, the number of shares of Stock to which the Option pertains and such other provisions as the Committee shall determine.

6.3 Option Price . No Option granted pursuant to the Plan shall, at any time, have an Option price that is less than the Fair Market Value of the Stock on the date the Option is granted.

6.4 Duration of Options . Each Option shall expire at such time as the Committee shall determine at the time it is granted; provided, however, that no Option that is an incentive stock option shall be exercisable later than the tenth (10th) anniversary date of its grant, and no Option that is a nonstatutory stock option shall be exercisable more than ten (10) years and one (l) month after the date of its grant.

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6.5 Exercise of Options . Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for all Participants; except that Options granted to officers, directors or Ten Percent Stockholders may not be exercised until at least six (6) months after the date of grant.

6.6 Payment . The Option price upon exercise of any Option shall be payable to the Corporation in full either (i) in cash or its equivalent, or (ii) by tendering shares of previously acquired Stock having a Fair Market Value at the time of exercise equal to the total Option price, or (iii) by a combination of (i) and (ii). The proceeds from such a payment shall be added to the general funds of the Corporation and shall be used for general corporate purposes.

6.7 Restrictions on Stock Transferability . The Committee may impose such restrictions on any shares of Stock acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal securities law, under the requirements of any stock exchange upon which such shares of Stock are then listed and under any blue sky or state securities laws applicable to such shares.

6.8 Termination of Employment Due to Death, Disability or Retirement . In the event the employment of a Participant is terminated by reason of death, Disability or Retirement, the Committee may provide in the Option agreement that any outstanding Options shall become immediately exercisable at any time prior to the expiration date of the Options or within twelve (12) months after such date of termination of employment, whichever period is the shorter. However, in the case of incentive stock options, the favorable tax treatment prescribed under Section 422 of the Code shall not be available if such options are not exercised within three (3) months after such date of termination due to Retirement.

6.9 Termination of Employment Other than for Death, Disability or Retirement . If the employment of the Participant shall terminate for any reason other than death, Disability or Retirement, the rights under any then outstanding Option granted pursuant to the Plan shall terminate upon the expiration date of the Option or three (3) months after such date of termination of employment, whichever first occurs, subject to such exceptions (which shall be set forth in the Option Agreement) as the Committee may, in its sole discretion, approve.

6.10 Nontransferability of Options . No Option granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. Further, all Options granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant.

6A.1 Grant of Options . Effective as of August 19, 1999, upon the conclusion of each annual meeting of the shareholders of the Corporation, each Non-Employee Director at such time shall be granted a nonqualified Option to purchase 3,000 shares of Stock.

Section 6. Stock Options

Section 6A. Non-Employee Director Stock Options

6A.2 Terms of Options . The right to exercise Options granted to a Non-Employee Director pursuant to this Section 6A shall accrue as to one-third (1/3) of the shares on each of the first three anniversaries of the date of grant. No partial exercise of the Options may be for less than one hundred (100) share lots or multiples thereof. The term of Options granted pursuant to this Section 6A shall expire ten years and one month from the date of grant or twelve months after the Non-Employee Director ceases for any reason to be a member of the Board, whichever occurs first. The Option exercise price shall be the Fair Market Value of the Stock on the date each Option is granted, which shall be payable to the Corporation in full upon exercise either (i) in cash or its equivalent, or (ii) by tendering shares of previously acquired Stock having a Fair Market Value at the time of exercise equal to the total Option price, or (iii) by a combination of (i) and (ii).

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7.1 Grant of Restricted Stock . Subject to the provisions of Sections 4 and 5, the Committee, at any time and from time to time, may grant shares of Restricted Stock under the Plan to such Participants and in such amounts as it shall determine. Non-Employee Directors are not eligible to receive grants of Restricted Stock under the Plan. Each grant of Restricted Stock shall be in writing.

7.2 Transferability . Except as provided in Section 7 hereof, the shares of Restricted Stock granted hereunder may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated for such period of time as shall be determined by the Committee and shall be specified in the Restricted Stock grant, or upon earlier satisfaction of other conditions as specified by the Committee in its sole discretion and set forth in the Restricted Stock grant; provided that Restricted Stock granted to officers, directors or Ten Percent Stockholders may not be sold for at least six (6) months after the date of grant.

7.3 Other Restrictions . The Committee may impose such other restrictions on any shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or state securities laws, and may legend the certificates representing Restricted Stock to give appropriate notice of such restrictions.

7.4 Certificate Legend . In addition to any legends placed on certificates pursuant to Subsection 7.3 hereof, each certificate representing shares of Restricted Stock granted pursuant to the Plan shall bear the following legend:

7.5 Removal of Restrictions . Except as otherwise provided in Section 7 hereof, shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall become freely transferable by the Participant after the last day of the Period of Restriction. Once the shares are released from the restrictions, the Participant shall be entitled to have the legend required by Subsection 7.4 removed from the Participant’s Stock certificate.

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7.6 Voting Rights . During the Period of Restriction, Participants holding shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those shares.

7.7 Dividends and Other Distributions . During the Period of Restriction, Participants holding shares of Restricted Stock granted hereunder shall be entitled to receive all dividends and other distributions paid with respect to those shares while they are so held. If any such dividends or distributions are paid in shares of Stock, the shares shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid.

7.8 Termination of Employment Due to Retirement . The Committee may provide in its Restricted Stock grant that in the event a Participant terminates his or her employment with the Corporation because of Retirement, any remaining Period of Restriction applicable to the Restricted Stock pursuant to Subsection 7.2 hereof shall automatically terminate and, except as otherwise provided in Subsection 7.3, the shares of Restricted Stock shall thereby be free of restrictions and freely transferable. In the event the Restricted Stock grant does not automatically terminate such restrictions and a Participant terminates his or her employment with the Corporation because of Retirement, the Committee may, in its sole discretion, waive the restrictions remaining on any or all shares of Restricted Stock pursuant to Subsection 7.2 hereof and/or add such new restrictions to those shares of Restricted Stock as it deems appropriate.

7.9 Termination of Employment Due to Death or Disability . The Committee may provide in its Restricted Stock grant that in the event a Participant terminates his or her employment with the Corporation because of death or Disability during the Period of Restriction, the restrictions applicable to the shares of Restricted Stock pursuant to Subsection 7.2 hereof shall terminate automatically with respect to all of the

Section 7. Restricted Stock

“The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer set forth in Oshkosh Corporation’s 1990 Incentive Stock Plan, rules of administration adopted pursuant to such Plan and a Restricted Stock grant dated __________. A copy of the Plan, such rules and such Restricted Stock grant may be obtained from the Secretary of Oshkosh Corporation.”

shares or that number of shares (rounded to the nearest whole number) equal to the total number of shares of Restricted Stock granted to such Participant multiplied by the number of full months which have elapsed since the date of grant divided by the maximum number of full months of the Period of Restriction. All remaining shares shall be forfeited and returned to the Corporation; provided, however, that the Committee may, in its sole discretion, waive the restrictions remaining on any or all such remaining shares either before or after the death of the Participant.

7.10 Termination of Employment for Reasons Other than Death Disability or Retirement . In the event that a Participant terminates his or her employment with the Corporation for any reason other than those set forth in Subsections 7.8 and 7.9 hereof during the Period of Restriction, then any shares of Restricted Stock still subject to restrictions at the date of such termination shall automatically be forfeited and returned to the Corporation; provided, however, that, in the event of an involuntary termination of the employment of a Participant by the Corporation, the Committee may, in its sole discretion, waive the automatic forfeiture of any or all such shares and/or may add such new restrictions to such shares of Restricted Stock as it deems appropriate.

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7.11 Nontransferability of Restricted Stock . No shares of Restricted Stock granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution until the termination of the applicable Period of Restriction. All rights with respect to Restricted Stock granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant.

8.1 Annual Incentive Awards . The Committee may grant annual incentive awards under this Plan each fiscal year of the Corporation to such executive officers of the Corporation as it selects. The Committee will determine all terms and conditions of the annual incentive award. However, the Committee must require that payment of any amount of the annual incentive award is contingent on the achievement or partial achievement during the fiscal year of one or more of Performance Goals that the Committee specifies. In addition, a Participant may not receive an amount under an annual incentive award in respect of any single fiscal year of the Corporation that is more than $3,000,000.

8A.1 Beneficiary Designation . Each Participant and Non-Employee Director under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of the death of the Participant or the Non-Employee Director, as the case may be, before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant or Non-Employee Director, shall be in a form prescribed by the Committee and will be effective only when filed by the Participant or Non-Employee Director in writing with the Committee during the lifetime of the Participant or Non-Employee Director. In the absence of any such designation, benefits remaining unpaid at the death of the Participant or Non-Employee Director, as the case may be, shall be paid to the estate of the Participant or Non-Employee Director, as the case may be.

9.1 Employment . Nothing in the Plan shall interfere with or limit in any way the right of the Corporation to terminate any Participant’s employment at any time nor confer upon any Participant any right to continue in the employ of the Corporation.

9.2 Participation . No employee shall have a right to be selected as a Participant or, having been so selected, to be selected again as a Participant. The preceding sentence shall not be construed or applied so as to deny an employee any Participation in the Plan solely on the basis that the employee was a Participant in connection with a prior grant of benefits under the Plan.

10.1 Administration . The Committee shall be responsible for the administration of the Plan. The Committee, by majority action thereof, is authorized to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Corporation, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final and binding and conclusive for all purposes and upon all persons whomsoever. The grant, amount and terms of Awards to Non-Employee Directors under the Plan shall be determined as provided in Section 6A of the Plan.

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Section 8. Annual Incentive Awards

Section 8A. Beneficiary Designation

Section 9. Rights of Employees

Section 10. Administration; Powers and Duties of the Committee

10.2 Change of Control . Without limiting the authority of the Committee as provided herein, the Committee, either at the time Options or shares of Restricted Stock are granted, or, if so provided in the applicable Option agreement or Restricted Stock grant, at any time thereafter, shall have the authority to accelerate in whole or in part the exercisability of Options and/or the last day of the Period of Restriction upon a Change of Control. The Option agreements and Restricted Stock grants approved by the Committee may contain provisions whereby, in the event of a Change of Control, the acceleration of the exercisability of Options and/or the last day of the Period of Restriction may be automatic or may be subject to the discretion of the Committee, depending on whether the Change of Control shall be approved by a majority of the members of the Board. Without limiting the authority of the Committee as provided herein, the Committee shall have the authority to provide that an annual incentive award under Section 8.1 will be vested and paid out on a prorated basis, based on the maximum award opportunity of such award and the number of months of the fiscal year of the Corporation that have elapsed, upon a Change of Control. Except as otherwise expressly provided in any agreement between a Participant and the Corporation, if the receipt of any payment by a Participant under the circumstances described above would result in the payment by the Participant of any excise tax provided for in Section 280G and Section 4999 of the Code, then the amount of such payment shall be reduced to the extent required to prevent the imposition of such excise tax.

10.3 Amendment, Modification and Termination of Plan . The Board may at any time terminate, and from time to time may amend or modify the Plan, provided, however, that no such action of the Board, without approval of the stockholders, may:

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No amendment, modification or termination of the Plan shall in any manner adversely affect any Options or Restricted Stock theretofore granted under the Plan, without the consent of the Participant.

11.1 Tax Withholding . The Corporation shall have the power to require a Participant to remit to the Corporation an amount sufficient to satisfy Federal, state and local taxes (including payroll taxes) that the law requires the Corporation to withhold as a result of the exercise of an Option or the lapse of restrictions on Restricted Stock. Upon or prior to the exercise of an Option or the lapse of restrictions on Restricted Stock requiring tax withholding, a Participant may make a written election to have shares of Stock withheld by the Corporation from the shares otherwise to be received or to deliver to the Corporation previously acquired shares of Stock. The number of shares so withheld or delivered shall have an aggregate Fair Market Value on the date the tax is determined to satisfy the Corporation’s minimum statutory withholding obligation. The acceptance of any such election by a Participant shall be at the sole discretion of the Committee.

12.1 Requirements of Law . The granting of Options or Restricted Stock, and the issuance of shares of Stock upon the exercise of an Option shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision hereof or document pertaining to agreements hereunder, the Plan shall be so construed, interpreted, and administered to meet the applicable requirements of Code Section 409A to avoid a plan failure described in Code Section 409A(a)(1).

12.2 Governing Law . The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Wisconsin.

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(a) Increase the total amount of Stock which may be issued under the Plan, except as provided in Subsections 4.1 and 4.3 of the Plan.

(b) Increase the total number of shares of Stock that may be issued under the Plan to any one Participant, except as provided in Subsections 4.1 and 4.3 of the Plan.

(c) Change the provisions of the Plan regarding the Option price except as permitted by Subsection 4.3.

(d) Materially increase the cost of the Plan or materially increase the benefits to Participants and/or Non-Employee Directors.

(e) Extend the period during which Options or Restricted Stock may be granted.

(f) Extend the maximum period after the date of grant during which Options may be exercised.

(g) Change the class of individuals eligible to receive Options or Restricted Stock.

(h) Increase the dollar limitation set forth in Section 8.1 or amend the definition of “Performance Goals” in each case if doing so would cause the Plan to fail to comply with the provisions of Section 162(m) of the Code in respect of the subject matter of Section 8.1.

Section 11. Tax Withholding

Section 12. Requirements of Law

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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Page ARTICLE I. DEFINITIONS 2 Section 1.1. Accrued Normal Retirement Benefit 2 Section 1.2. Active Participant 2 Section 1.3. Actuarial Equivalent 2 Section 1.4. Affiliate 2 Section 1.5. Beneficiary 2 Section 1.6. Board 3 Section 1.7. Change in Control 3 Section 1.8. Code 3 Section 1.9. Committee 3 Section 1.10. Company 3 Section 1.11. Company Matching Contribution Benefit 3 Section 1.12. Compensation 3 Section 1.13. Compensation Year 3 Section 1.14. Completed Compensation Year 4 Section 1.15. Early Retirement Date 4 Section 1.16. Employee 4 Section 1.17. Employer 4 Section 1.18. Final Average Compensation 4 Section 1.19. Funded Plan 4 Section 1.20. Funded Plan Benefit 4 Section 1.21. Inactive Participant 4 Section 1.22. Late Retirement Date 4 Section 1.23. Normal Retirement Date 4 Section 1.24. Officer 5 Section 1.25. Participant 5 Section 1.26. Plan 5 Section 1.27. Plan Effective Date 5 Section 1.28. Plan Year 5 Section 1.29. Restatement Effective Date 5 Section 1.30. Retirement Benefit 5 Section 1.31. Retirement Date 5 Section 1.32. Social Security Benefit 5 Section 1.33. Spouse 6 Section 1.34. Years of Credited Service 6 Section 1.35. Years of Service 6 Section 1.36. Years of Officer Service 6 ARTICLE II. PARTICIPATION 7 Section 2.1. Participating Employees 7 Section 2.2. Cessation of Participation 7

ARTICLE III. FORM AND AMOUNT OF RETIREMENT BENEFITS 8 Section 3.1. Accrued Normal Retirement Benefit 8

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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.

Section 3.2. Early Retirement Benefit 8 Section 3.3. Deferred Vested Retirement Benefits 9 Section 3.4. Form and Timing of Benefit 9 Section 3.5. Treatment of Plan Payments Under Other Plans 9 ARTICLE IV. DEATH BENEFITS BEFORE RETIREMENT 10 Section 4.1. Death of a Participant Before Commencement of Retirement Benefit 10 Section 4.2. Preretirement Spouse’s Death Benefit 10 ARTICLE V. VESTING 11 Section 5.1. Vesting 11 Section 5.2. Effect of Change in Control 11 ARTICLE VI. PAYMENT OF RETIREMENT BENEFIT 12 Section 6.1. Survival 12 Section 6.2. Administrative Powers Relating to Payments 12 Section 6.3. Missing Persons 12 Section 6.4. Lump Sum Cash-Out 12 ARTICLE VII. GENERAL PROVISIONS 14 Section 7.1. Funding 14 Section 7.2. Continuation of the Plan 14 Section 7.3. Right to Amend, Suspend or Terminate 14 Section 7.4. Rights to Benefits 14 Section 7.5. Titles 16 Section 7.6. Separability 16 Section 7.7. Authorized Officers 16 Section 7.8. No Contract of Employment 16 Section 7.9. Data 16 Section 7.10. Restrictions Upon Assignments and Creditors’ Claims 16 Section 7.11. Applicable Law 16 ARTICLE VIII. CODE SECTION 409A GRANDFATHERING PROVISIONS 17 Section 8.1. General Grandfathering Rule 17 Section 8.2. 409A Grandfathered Benefit Amount 17 Section 8.3. Payment of Grandfathered Benefit Amount 17 Section 8.4. 409A Non-Grandfathered Benefit Amount 17 Section 8.5. Payment of 409A Grandfathered Benefit Amount 17 EXHIBIT A 21 EXHIBIT B 22

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 before the date Retirement Benefits commence hereunder, no benefits shall be payable under this Plan, except as to otherwise provided in section 4.2.

Section 4.2. Preretirement Spouse’s Death Benefit .

(a) In the case of a Participant who has a nonforfeitable right to his Accrued Normal Retirement Benefit, who has a surviving Spouse and who dies prior to his Retirement Date (whether or not such Participant is employed by the Employer or an Affiliate) there shall be payable to his surviving Spouse a Preretirement Spouse’s Death Benefit.

(b) The monthly payments to a surviving Spouse under the Preretirement Spouse’s Death Benefit shall equal the amounts which would have been payable as a survivor annuity under the Joint and 50 Percent Spouse’s Annuity if—

Number of years* by which the Retirement Date precedes the

Participant’s Normal Retirement Date Portion of

Retirement Benefit Payable 7 60.00% 6 63.33% 5 66.67% 4 73.33% 3 80.00% 2 86.67% 1 93.33% 0 100.00%

* For a period that is not an integral number of years, the portion to be applied will be obtained by arithmetic interpolation between the appropriate percentages set out above.

(c) Payment of the Preretirement Spouse’s Death Benefit to a Participant’s Spouse shall commence on the date selected by the surviving Spouse. Such date shall occur no earlier than the date on which a deceased Participant would have attained his Early Retirement Date (in the case of a Participant who dies prior to attaining his Early Retirement Date), or the date of the Participant’s death (in the case of a Participant who dies on or after attaining his Early Retirement Date), and no later than the first day of the month next following the date the Participant would have attained age 62.

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ARTICLE V. VESTING

Section 5.1. Vesting . A Participant shall vest over a period of ten Years of Officer Service according to the following vesting schedule:

Section 5.2. Effect of Change in Control . Notwithstanding any other provision of this Plan to the contrary, in the event of a Change in Control, all Participants who are employed by the Company at the time of a Change in Control shall become fully vested in their entire Accrued Normal Retirement Benefit under this Plan. Moreover, in the event of a Change in Control, each Participant shall be entitled to receive an immediate single sum distribution of the entire present value of the Participant’s Accrued Normal Retirement Benefit vested in accordance with this Article V within 60 days after the Participant’s termination of employment for any reason. (Any Participant who terminated employment before such Change in Control shall receive the present value of the Participant’s then remaining vested Accrued Normal Retirement Benefit within 60 days after the Change in Control.) For purposes of this provision, the present value of a Participant’s Accrued Normal Retirement Benefit shall be determined using the Actuarial Assumption in section 6.4.

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ARTICLE VI. PAYMENT OF RETIREMENT BENEFIT

Section 6.1. Survival . Payment of any Retirement Benefit hereunder which is contingent upon the survival of the payee shall cease with the last payment due the payee before the payee’s death.

Section 6.2. Administrative Powers Relating to Payments . If a Participant or Spouse is under a legal disability or, by reason of illness or mental or physical disability, is unable, in the opinion of the Committee, to attend properly to such Participant’s personal financial matters, the Committee may make such payments in such of the following ways as the Committee shall direct:

(a) Directly to such Participant or Spouse;

(i) in the case of a Participant who dies after attaining his Early Retirement Date, such Participant had retired with an immediate Joint and 50 Percent Spouse’s Annuity on the day before the Participant’s death, or

(ii) in the case of a Participant who dies on or before attaining his Early Retirement Date, such Participant had terminated employment on the date of death (if his employment had not terminated), survived to his Early Retirement Date, retired with an immediate Joint and 50 Percent Spouse’s Annuity on his Early Retirement Date, and died on the day after the date on which such Participant would have attained his Early Retirement Date. If, pursuant to subsection (c) below, a Spouse elects to defer the commencement of the Preretirement Spouse’s Death Benefit, the amount of the benefit payable thereunder shall be increased to reflect such deferral.

Years of Officer Service Vested Percentage

0 - 5 0% 6 20% 7 40% 8 60% 9 80% 10 100%

(b) To the legal representative of such Participant or Spouse; or

(c) To some relative by blood or marriage, or friend, for the benefit of such Participant or Spouse.

Any payment made pursuant to this section 6.2 shall be in complete discharge of the obligation for such payment under the Plan.

Section 6.3. Missing Persons.

(a) The Company shall be deemed to have made adequate tender of payment of any benefit payable hereunder to a person if payment is made by check or by money order, and mailed to the last address of such person furnished to the Company.

(b) If a person shall fail to claim or collect any such tender for a period of three months from the date thereof, the Company may stop payment on such tender and on any other tenders subsequent to the tender not claimed or collected and may suspend any further benefit payments hereunder until the Company can ascertain whether such person was living at the time any such tender was made and whether any benefit payments are due hereunder to a person. Upon such suspension of payments, a written notice thereof and of the provisions of this section 6.3 shall be mailed by the Company to the last address known to it of the person entitled to such payment or payments.

(c) If such person shall fail to claim any such payment for a period of three years after such written notice is mailed, such person for all purposes of the Plan be deemed to have died on the day immediately preceding the date of the first such tender which has not been claimed or collected.

Section 6.4. Lump Sum Cash-Out . If the lump sum Actuarial Equivalent value of: (1) a Participant’s 409A grandfathered vested Accrued Normal Retirement Benefit upon termination of employment, determined in accordance with Article VIII, or (2) the Preretirement Spouse’s Death Benefit upon the Participant’s death that is based on such 409A grandfathered

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benefit amount is equal to or less than $50,000, the Company shall make a lump sum payment of: (1) the 409A grandfathered vested Accrued Normal Retirement Benefit to the Participant or (2) the Preretirement Spouse’s Death Benefit based on such 409A grandfathered amount to the Participant’s surviving Spouse. The interest rates and mortality table used in the Funded Plan to determine lump sums, as in effect at the time this determination is made, shall be used to determine the lump sum Actuarial Equivalent under this section.

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ARTICLE VII. GENERAL PROVISIONS

Section 7.1. Funding . The Plan is intended as an unfunded plan of deferred compensation. The Company intends to establish appropriate reserves for the Plan on its books of account in accordance with generally accepted accounting principles. Such reserves shall be, for all purposes, part of the beneficial funds of the Company and no Participant, Spouse or other person claiming a right under the Plan shall have any interest, right or title to such reserves.

Section 7.2. Continuation of the Plan . The Plan shall be binding upon the Company and any successors or assigns of the Company including any corporation with or into which the Company or its successors or assigns shall consolidate or merge and any transfer of substantially all of the assets of the Company or its successors or assigns.

Section 7.3. Right to Amend, Suspend or Terminate . The Company reserves the right at any time and from time to time to amend, suspend or terminate the Plan by action of its Board of Directors or Human Resources Committee without the consent of any Participant,

Spouse, or other persons claiming a right under the Plan. No amendment of the Plan shall reduce the benefits of any Participant below the amount to which such Participant has become vested pursuant to section 5.1 prior to the date of amendment.

Section 7.4. Rights to Benefits . No person shall have any right to a benefit under the Plan except as such benefit has accrued to such person in accordance with the terms of the Plan, and that such right shall be no greater than the rights of any unsecured general creditors of the Company. Notwithstanding any other provisions of this Plan, if a Participant shall be terminated for Cause, all of such Participant’s rights to benefits under this Plan shall be forfeited. For purposes of this Plan, the Company may terminate the Participant’s employment after the Plan Effective Date for “Cause” only if the conditions set forth in paragraphs (i) and (ii) have been met:

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Section 7.5. Titles . The titles of the Articles and sections herein are included for convenience of reference only and shall not be construed as part of this Plan, or have any effect upon the meaning of the provisions hereof.

Section 7.6. Separability . If any term or provision of this Plan as presently in effect or as amended from time to time, or the application thereof to any payments or circumstances, shall to any extent be invalid or unenforceable, the remainder of the Plan, and the application of such

(i) (A) the Participant has committed any act of fraud, embezzlement or theft in connection with the Participant’s duties as an Officer or in the course of employment with the Company and/or its subsidiaries; or

(B) the Participant has willfully and continually failed to perform substantially the Participant’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 (or, if the Participant is then Chief Executive Officer, the Board) has delivered a written demand for performance to the Participant that specifically identifies the manner in which the Chief Executive Officer (or the Board, as the case may be) believes the Participant has not substantially performed the Participant’s duties; or

(C) the Participant has willfully engaged in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company; or

(D) the Participant has willfully and wrongfully disclosed any trade secret or other confidential information of the Company or any of its Affiliates; or

(E) the Participant has engaged in any competitive activity; and in any such case the act or omission shall have been determined by the Board to have been materially harmful to the Company and its subsidiaries taken as a whole.

For purposes of the provision, (1) no act or failure to act on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’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 Participant in good faith and in the best interests of the Company.

(ii) (A) The Company terminates the Participant’s employment by delivering a Notice of Termination to the Participant, and

(B) prior to the time the Company has terminated the Participant’s employment pursuant to a Notice of Termination, the Board, by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board, has adopted a resolution finding that the Participant was guilty of conduct set forth in this definition of Cause, and specifying the particulars thereof in detail, at a meeting of the Board called and held for the purpose of considering such termination (after reasonable notice to the Participant and an opportunity for the Participant, together with the Participant’s counsel, to be heard before the Board), and

(C) the Company delivers a copy of such resolution to the Participant with the Notice of Termination at the time the Participant’s employment is terminated.

In the event of a dispute regarding whether the Participant’s employment has been terminated for Cause, no claim by the Company that the Company has terminated the Participant’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 Section 7.4 to terminate the Participant’s employment for Cause.

term or provisions to payments or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term or provision of the Plan shall be valid and enforced to the fullest extent permitted by law.

Section 7.7. Authorized Officers . Whenever the Company under the terms of the Plan is permitted or required to do or to perform any act or matter or thing, it shall be done and performed by any Officer duly authorized by the Board of Directors of the Company, provided that the authority to approve Participants shall be vested in the Committee.

Section 7.8. No Contract of Employment . Nothing herein contained shall be construed to constitute a contract of employment between any Employer and any Employee.

Section 7.9. Data . It shall be a condition precedent to the payment of all benefits under the Plan that each Participant, former Participant and Spouse must furnish to the Company such documents, evidence or information as the Company considers necessary or desirable for the purpose of administering the Plan, or to protect the Company.

Section 7.10. Restrictions Upon Assignments and Creditors’ Claims . Except as in the Plan otherwise provided, no Participant, former Participant or any Spouse, or the state of any such person, shall have the power to assign, pledge, encumber or transfer any interest in the Plan while the same shall be possession of the Company. Any such attempt at alienation shall be void. No such interest shall be subject to attachment, garnishment, execution, levy or any other legal equitable proceeding or process and any attempt to so such interest shall be void.

Section 7.11. Applicable Law . The Plan shall be construed and administered in accordance with the laws of Wisconsin to the extent such laws are not preempted by ERISA.

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ARTICLE VIII. CODE SECTION 409A GRANDFATHERING PROVISIONS

Section 8.1. General Grandfathering Rule . Retirement Benefits shall be grandfathered to the maximum extent permitted pursuant to Code Section 409A, subject to this Article VIII.

Section 8.2. 409A Grandfathered Benefit Amount . A Participant’s 409A grandfathered benefit amount is the present value of the Participant’s vested Accrued Normal Retirement Benefit as of December 31, 2004, which amount shall be determined in accordance with Treasury Regulation 1.409A-6(a)(3) as of each date such benefit is valued for purposes of determining the Executive’s 409A grandfathered benefit amount. The value of the Participant’s annual Social Security Benefit, Company Matching Contribution Benefit, and Funded Plan Benefit shall also be determined as of December 31, 2004, for purposes of this determination. For purposes of calculating the present value of the Participant’s 409A grandfathered benefit amount, actuarial assumptions used shall be the same as those used to determine the present value of lump sum benefits under the Funded Plan as of each date such benefit is valued for purposes of determining the Participant’s 409A grandfathered amount.

Section 8.3. Payment of Grandfathered Benefit Amount . The Retirement Benefits attributable to a Participant’s 409A grandfathered benefit amount shall be paid at such times and in such form as permitted by the terms of the Plan as in effect on October 1, 2004, which terms and conditions shall not be materially amended after that date.

Section 8.4. 409A Non-Grandfathered Benefit Amount . A Participant’s 409A non-grandfathered benefit Amount is the present value of the Participant’s Accrued Normal Retirement Benefit hereunder less the Participant’s 409A grandfathered benefit amount, as of each date such benefit is valued for purposes of determining the non-grandfathered amount, determined in the same manner and with the same actuarial assumptions that are used in the calculation of the 409A grandfathered benefit amount.

Section 8.5. Payment of 409A Non-Grandfathered Benefit Amount . Notwithstanding any other provisions of the Plan to the contrary, the Retirement Benefits attributable to a Participant’s 409A non-grandfathered benefit amount (“Non-Grandfathered Retirement Benefits”) shall be paid in accordance with the following terms and conditions:

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

(b) If any amount of a Participant’s 409A non-grandfathered benefit amount may be includible in income under Code Section 409A, the Committee shall, in consultation with the Participant, modify the terms of the Plan applicable to such affected Participant’s benefits in the least restrictive manner reasonably available to comply with the provisions of Code Section 409A, taking into account any other applicable Code provisions and without diminution in the value of the payments to the Participant, the Participant’s Spouse, or Beneficiary.

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(c) Subject to Section 7.4 of the Plan, Non-Grandfathered Retirement Benefits shall be payable commencing at the following times and in the indicated form of payment:

(d) In the event of a Change in Control, as defined in Section 1.7, which also satisfies the requirements of a change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company pursuant to Section 409A(a)(2)(A)(C) of the Code (a “Qualifying Change in Control”), the Company shall make an immediate single sum distribution of the entire present value of the Participant’s accrued vested and unpaid 409A non-grandfathered benefit amount within sixty (60) days after such Qualifying Change in Control. If the Participant terminated employment prior to such Qualifying Change in Control, then such amount shall be paid in an immediate single sum distribution within sixty (60) days after the Qualifying Change in Control. Under all other circumstances, payment shall be pursuant to the table set forth in (c), above.

(e) To the extent provisions of the Plan are consistent with the requirements of this Section 8.5, they shall provide guidance for the administration of the Plan with respect to Non-Grandfathered Retirement Benefits.

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(f) The term “Separation from Service” means, as to each Participant, the termination of employment of such Participant with the Company and all of its 409A affiliates or, if the Participant continues to provide services following his or her termination of employment, such later date as is considered a separation from service from the Company and its 409A affiliates within the meaning of Code Section 409A. Specifically, if the Participant continues to provide services to the Company or a 409A affiliate in a capacity other than as an employee, such shift in status is not automatically a Separation from Service. Termination of employment, for this purpose, means a termination of employment of the Participant when the Company and the Participant reasonably anticipate that no further services will be performed by the Participant for the Company and its 409A affiliates or that the level of bona fide services the Participant will perform as an employee of the Company and its 409A affiliates will permanently decrease to no more than 20 percent of the average level of bona fide services performed by the Participant (whether as an employee or independent contractor) for the Company and its 409A affiliates over the immediately preceding 36-month period (or such lesser period of services). The Participant’s termination of employment shall be presumed not to occur where the level of bona fide services performed by the Participant for the Company and its 409A affiliates continues at a level that is 50 percent or more of the average level of bona fide services performed by the Participant (whether as an employee or independent contractor) for the Company and its 409A affiliates over the immediately preceding 36-month period (or such lesser period of service). No presumption applies to a decrease in services that is more than 20 percent but less than 50 percent, and in such event, whether the Participant has had a termination of employment will be determined in good faith by the Company based on the facts and circumstances in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant takes a leave of absence for purposes of military leave, sick leave or other bona fide leave of absence, then the Participant will not be deemed to have incurred a Separation from Service for the first six months of the leave of absence or,

Distribution Event

Timing of Payment of Non- Grandfathered Retirement

Benefits

Form of Payment of Non- Grandfathered Retirement

Benefits

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

attained.

Death with entitlement to Payment of benefits commences on the Payment is to be in the form of a Non-Grandfathered Retirement Benefits first day of the month following the single life annuity for the Spouse and with a surviving spouse (either first to occur of (i) the month in that is equal to the 50 percent before or after Separation from which the death occurred provided survivor portion of a Joint and 50 Service). the Participant had attained at Percent Spouse’s Annuity determined

least age 55 at the time of death or as of the applicable date. The (ii) the later month in which occurs applicable date for a Participant the date on which the deceased would who has attained age 55 at death is have attained age 55. the day before the Participant’s

death. The applicable date for a Participant who dies on or before the Participant’s attainment of age 55 is the date on which the deceased would have attained age 55.

if longer, for so long as the Participant’s right to reemployment is provided either by statute or by contract; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to 29 months without causing a termination of employment. The term “409A affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Section 414(b) of the Code, or that is under common control with the Company within the meaning of Section 414(c) of the Code; provided, however, that the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

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

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(h) The term “Joint and 50 Percent Spouse’s Annuity” for a Participant who is at least age 55 at date of death means the survivor annuity which would have been payable if the Participant had retired with an immediate joint and 50 percent survivor annuity on the date before death, with the Participant’s Spouse as the joint annuitant. In the case of a Participant who dies on or before attaining age 55, the Joint and 50 Percent Spouse’s Annuity is measured as of the date of the Participant’s 55 th birthday on the assumption that the Participant’s employment terminated on the date of death and the Participant survived to attain age 55, and then retired.

Section 8.6. Compliance with Internal Revenue Code Section 409A . The Company intends the terms of the Plan to be in compliance with Section 409A of the Code. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Section 409A of the Code. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Section 409A of the Code. In order to avoid an additional tax on payments that may be payable or benefits that may be provided under the Plan and that constitute deferred compensation that is not exempt from Section 409A of the Code, each Participant shall make a reasonable, good faith effort to collect any payment or benefit to which the Participant believes the Participant is entitled hereunder no later than 90 days after the latest date upon which the payment could have been made or benefit provided under the Plan, and if the payment or benefit is not paid or provided, then the Participant shall take further enforcement measures within 180 days after such latest date.

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EXHIBIT A

Officer’s Name Title Date of Plan Participation

Oshkosh Corporation Hire Date

Date of Officer Appointment

Charles Szews Executive Vice President and Chief 1/31/2000 3/29/96 3/29/96

Financial Officer

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EXHIBIT B DEFINITION OF “CHANGE IN CONTROL” AND RELATED TERMS

The term “Change in Control” shall mean the occurrence of any one of the following events:

(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 (individually, an “Excluded Person” and collectively, “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_________, 2008, pursuant to express authorization by the Board that refers to this exception) representing 25 percent 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

[For purposes of this Exhibit B the term “Act” shall mean the Securities Exchange Act of 1934, as amended; the term “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations of the Act; and the term “Person” shall have the meaning given in Section 3(a)(9) of the Act, as modified and used under Sections 13(d) and 14(d) thereof.]

(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on_______________, 2008, 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 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___________, 2008, or whose appointment, election or nomination for election was previously so approved; or

(iii) consummation of a merger, consolidation or share exchange of the Company with any other corporation or 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), other than (A) a merger, consolidation or share exchange that would result in the voting securities of the Company outstanding

Matthew Zolnowski Executive Vice President, Corporate 1/31/2000 1/27/92 1/27/92 Administration

Daniel Lanzdorf Executive Vice President and 1/31/2000 6/12/73 (orig) 9/30/96

President, McNeilus Companies, Inc. 11/12/79 (rehire) Timothy Dempsey Executive Vice President and 1/31/2000 10/1/95 10/1/95

Corporate General Counsel, and Secretary

John Randjelovic Executive Vice President and 1/31/2000 10/26/92 10/26/92

President, Pierce Manufacturing Inc. Paul Hollowell Executive Vice President and 1/31/2000 4/1/89 4/1/89

President, Defense Business Donald Verhoff Vice President, Technology 1/31/2000 5/14/73 7/25/97 Mark Meaders Vice President, Operations and 1/31/2000 7/1/93 (orig) 1/1/98

Corporate Purchasing, Materials, and 1/1/98 (rehire) Logistics

Ted Henson Vice President, International Sales 1/31/2000 1/29/90 5/1/97 Michael Wuest Vice President and General Manager, 1/31/2000 11/2/81 4/20/98

Operations, Pierce Manufacturing Inc.

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 percent 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_____________, 2008, pursuant to express authorization by the Board that refers to this exception) representing 25 percent 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

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(iv) (A) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or (B) the consummation of a 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 percent of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

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

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KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT THIS AGREEMENT, made and entered into as of the 14th day of July, 2008, 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; and

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.

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 :

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 third 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, an annual base salary at the rate in effect immediately prior to the Effective Date (determined prior to any reduction for amounts

409A Affiliate Competitive Activity Perquisite Amount Act Confidential Information Person Accrued Benefits Covered Termination Prime Affiliate and Associate Effective Date Separation from Service Annual Cash Compensation Employer Termination Date Cause Good Reason Termination of Employment Change in Control Normal Retirement Date Trade Secrets Code Notice of Termination

deferred under Section 401(k) of the Code or otherwise, or deducted pursuant to a cafeteria plan or qualified transportation fringe benefit under Sections 125 and 132(f) of the Code), 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”).

(b) The Executive shall receive perquisites 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.

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(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 deferred compensation, split-dollar life insurance, retirement, supplemental 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 Board of Directors of the Company (or an appropriate committee thereof) 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.

(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.

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(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, then the Executive shall be entitled to receive, and the Company shall promptly 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 covenant of the Executive set forth in Section 13(a) , the Termination Payment pursuant to Section 8(a) .

8. Payments Upon Termination .

(a) Termination Payment . The “Termination Payment” shall be an amount equal to the sum of the amounts described in paragraphs (i), (ii), and (iii) below:

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The values described in paragraphs (ii) and (iii) above shall be determined using the interest rates and mortality table used in the Oshkosh Corporation Salaried and Clerical Employees Retirement Plan to determine lump sum payments as of the Effective Date. The Termination Payment shall be paid to the Executive in cash equivalent on the first day of the seventh month following the month in which the Separation from Service occurs and shall be accompanied by an interest payment calculated at Prime, compounded quarterly. Such lump sum payment shall not be reduced by any present value or similar factor, and 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

(i) 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 amount under this paragraph (i) shall not be less than the amount of Annual Cash Compensation;

(ii) an amount equal to the present value of pension benefits that would have accrued under the Retirement Plans (as defined below), in addition to the most favorable benefits provided for the Executive under any version of the Oshkosh Corporation Salaried and Clerical Employees Retirement Plan and any supplemental nonqualified defined benefit retirement plan or agreement of the Company providing benefits for the Executive (or any successors to such plans or agreements) in effect at any time during the 180-day period prior to the Effective Date (the “Retirement Plans”), if the Executive’s benefits under the Retirement Plans had been fully vested on the Termination Date and the Executive had continued to work from the Termination Date until the end of the Employment Period at a compensation rate equal to the Executive’s Annual Base Salary and received annual bonus or incentive compensation awards for each fiscal year of the Company (or portion thereof in the Employment Period) in an amount equal to the target amount of the Executive’s annual bonus or incentive compensation award for the fiscal year of the Company in which the Termination Date occurred or, if greater, the target amount of the Executive’s award for the immediately preceding fiscal year of the Company (or the actual amount if greater); and

(iii) an amount equal to the present value of monthly payments in the amount of the Executive’s estimated unreduced Social Security benefit at the end of the Employment Period paid from the first day of the month immediately following the Employment Period through the first day of the month immediately preceding the month in which the Executive attains the age when the Executive is eligible for unreduced Social Security benefits.

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.

(b) Certain Additional Payments by the Company.

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(i) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement (including any Section 409A Gross-Up Payment under Section 8(b)(v)), 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 Oshkosh Corporation 2004 Incentive Stock and Awards Plan, and any subsequently adopted equity incentive 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 Company shall pay the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any excise tax imposed by Section 4999 of the Code (or any successor provision), and any interest charges or penalties in respect of the imposition of such excise tax (but not any federal, state or local income tax, or employment tax) on the Total Payments, and any federal, state or local income tax, or employment tax, and excise tax upon the payment provided for by this Section 8(b)(i) shall be equal to the Total Payments. Any provisions of any Incentive Stock Plan or the Stock Option Agreements that provide for a reduction in payments to the Executive relating to acceleration of vesting of stock options upon a “Change of Control” (as such term is defined in the Incentive Stock Plan) if such payments would result in the payment by the Executive of any excise tax provided for in Section 280G and Section 4999 of the Code are null and void and of no further force and effect as they apply to the Executive. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

(ii) 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 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” as defined in Section 280G of the Code (or any successor provision), 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 may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of Total Payments, (C) the amount and present value of any excess parachute payments, and (D) the amount of any Gross-Up Payment. As used in this Section 8(b)(ii) , 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 the National Tax Counsel so requests in connection with the opinion required by this Section 8(b) , 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. Notwithstanding the foregoing, the provisions of this Section 8(b) , including the calculations, notices and opinions provided for herein, shall be based upon the conclusive presumption that the following are reasonable: (1) the compensation and benefits provided for in Section 5 and (2) any other compensation, including but not limited to the Accrued Benefits, earned prior to the Termination Date by the Executive pursuant to the Company’s compensation programs if such payments would have been made in the future in any event, even though the timing of such payment is triggered by the Change in Control or the Termination Date. 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 Gross-Up Payment as is then due to Executive under this Agreement within five days after the National Tax Counsel’s opinion is received by the Company and the Executive, but in no event prior to the date the Termination Payment is initially payable to the Executive; provided , however , that if prior to such date the Executive is required to remit the excise tax under Section 4999 of the Code to the Internal Revenue Service, then upon written notice by the Executive to the Company, the Company shall promptly pay the Gross-Up Payment (but based on the Executive’s actual rate of taxation) to the Executive.

(iii) In the event that, upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments or Gross-Up Payment, 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

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(c) 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:

provisions of Section 4999 of the Code shall reflect the intent of the parties as expressed in this Section 8(b) , in the manner determined by the National Tax Counsel. If the Company is required to make a payment to the Executive, then such payment shall be paid following the date of the final determination by a court or the Internal Revenue Service and within 30 days after the date the Executive provides the Company a written request for reimbursement thereof (accompanied by proof of taxes paid), but in no event shall the reimbursement be made later than the end of the calendar year following the year in which the Executive remits the excise tax to the Internal Revenue Service.

(iv) 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(b) , except for claims, damages or expenses resulting from the gross negligence or willful misconduct of such firm.

(v) If any portion of the Termination Payment or any other payment or benefit (or any acceleration of any payment or benefit) made or provided to the Executive or for the Executive’s benefit in connection with this Agreement (including any Gross-Up Payment under Section 8(b)(i)-(iv)) or, on or after the Effective Date, the Executive’s employment with the Company or the termination thereof (the “Payments”) are determined to be subject to the interest charges and taxes imposed by Section 409A(a)(1)(B) of the Code, or any state, local, or foreign taxes of a similar nature, or any interest charges or penalties with respect to such taxes (such taxes, together with any such interest charges and penalties, are collectively referred to as the “Section 409A Tax”), then the Company shall pay the Executive, within 30 days after the date on which the Executive provides the Company with a written request for reimbursement thereof (accompanied by proof of taxes paid), but in no event later than the end of the calendar year following the year in which the Executive remits the Section 409A tax to the Internal Revenue Service, an additional amount (the “Section 409A Gross-Up Payment”). The Section 409A Gross-Up Payment shall be such that the net amount retained by the Executive after deduction of the Section 409A Tax (but not any federal, state, or local income tax or employment tax) and any federal, state, or local income tax, or employment tax upon the payment provided for by this Section 8(b)(v) shall be equal to the Payments. For purposes of determining the amount of the Section 409A Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Section 409A Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Section 409A Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The Company and the Executive shall reasonably cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Section 409A Tax with respect to the Payments, and the Executive shall, if reasonably requested by the Company, contest any obligation to pay a Section 409A Tax. If, as a result thereof, the Executive receives a tax refund or credit for any Section 409A Tax previously paid with respect to any Payments, the Executive shall return to the Company an amount equal to such refund or credit.

(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, subject to the following:

(A) If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith.

(B) During the first six months following the Separation from Service, the Executive shall pay the Company the cost of any life insurance coverage for the Executive that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Executive (with interest at Prime, compounded quarterly) equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period.

If the Executive is entitled to the Termination Payment pursuant to Section 12(b), then within ten days following the Change in Control, the Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Termination Date through the date of the Change in Control.

(ii) The Executive shall receive, until the end of the second calendar year following the calendar year in which the Separation from Service occurs, 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

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(d) Rabbi Trust . Prior to or simultaneously with a Change in Control over which the Company has control or within three business days of any other Change in 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 in 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 in Control over which the Company has control or within three business days of any other Change in 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 (and the additional benefits described in Section 8(c) to which the Executive would have been entitled had the Executive lived), except the Termination Payment shall be paid within 90 days following the date of the Executive’s death, without interest thereon. For purposes of this Section 9(b) , the Termination Date shall be the earlier of 30 days following the giving of the Notice of Termination, subject to extension pursuant to the definition of Termination of Employment, or one day prior to the end of the Employment Period.

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 8(a) .

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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 11 , 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 23 :

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 percent of the Annual Base Salary.

(iii) The Company shall bear up to $10,000 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 .

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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 23 . 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 23 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. Further Obligations of the Executive .

(a) Competition . The Executive agrees that, in the event of any Covered Termination where the Executive is entitled to (and receives) Accrued Benefits and the Termination Payment, the Executive shall not, for a period of 18 months after the Termination Date, without the prior written approval of the Company’s Board of Directors, engage in any Competitive Activity.

(b) Confidentiality . During the Executive’s employment by the Employer and for a period of 18 months after the Termination Date, 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 Employer and except to the extent authorized in writing by the Board of Directors of the Company or required by any court or administrative agency. This Section 13(b) shall not, however, be construed to prohibit competition by the Executive for a longer time or in a broader territory than that specified in Section 13(a) .

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(c) Trade Secrets . In addition to the obligations that applicable law imposes on the Executive in respect of Trade Secrets, during the Executive’s employment by the Employer and thereafter in respect of information for so long as it remains a Trade Secret, the Executive will keep confidential and protect all Trade Secrets known to or in the possession of the Executive, will not disclose any Trade Secrets to any other person and will not use any Trade Secrets, except for use or disclosure of Trade Secrets 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 Employer and except to the extent authorized in writing

(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 a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office, 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 23 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.

by the Board of Directors of the Company or required by any court or administrative agency.

(d) 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 or Trade Secrets, 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, at any time. The Executive will deliver to the Company all of the aforementioned documents and objects, if any, that may be in his possession at any time at the request of the Company during the Executive’s employment and in any event upon termination of employment. The Executive agrees to attend an exit interview upon such termination for purposes, among others, of determining the Executive’s compliance with this Section 13(d) .

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 to recover damages for breach hereof, 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 Prime 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 (but in no event later than the end of the calendar year following the calendar year in which such Expense is incurred), the Company shall reimburse the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Executive’s reasonable Expenses accompanied by an interest payment at Prime, compounded quarterly.

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 8(b) and 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.

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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 Section 16(a) , 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.

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 Code Section 409A.

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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. In addition, if prior to the date of payment of the Termination Payment hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due with respect to any payment or benefit to be provided hereunder, then the Company shall provide for an immediate payment of the amount needed to pay the Executive’s portion of such tax (plus an amount equal to the taxes that will be due on such amount) and the Termination Payment shall be reduced accordingly. 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. Additional Section 409A Provisions .

(a) If any payment amount or the value of any benefit under this Agreement is required to be included in the Executive’s income prior to the date such amount is actually paid or the benefit provided as a result of the failure of this Agreement (or any other arrangement that is required to be aggregated with this Agreement under Code Section 409A) to comply with Code Section 409A, then the Company shall make a payment to the Executive, in a lump sum, within 90 days after the date it is finally determined that the Agreement (or such other arrangement that is required to be aggregated with this Agreement) fails to meet the requirements of Section 409A of the Code; such payment shall equal the amount required to be included in the Executive’s income as a result of such failure and shall reduce the amount of payments or benefits otherwise due hereunder (other than additional payments to be made by the Company pursuant to Section 8(b)).

(b) The Company and the Executive intend the terms of this Agreement to be in compliance with Section 409A of the Code. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Section 409A of the Code.

(c) The Executive acknowledges that to avoid an additional tax on payments that may be payable or benefits that may be provided under this Agreement and that constitute deferred compensation that is not exempt from Section 409A of the Code, the Executive must make a reasonable, good faith effort to collect any payment or benefit to which the Executive believes the Executive is entitled hereunder no later than 90 days after the latest date upon which the payment could have been made or benefit provided under this Agreement, and if the payment or benefit is not paid or provided, then the Executive must take further enforcement measures within 180 days after such latest date.

21. 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. This Agreement supersedes any prior Key Executive Employment and Severance Agreement between the Executive and the Company.

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22. 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 22(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 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.

23. 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.

24. 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.

25. 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.

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Exhibit A

CERTAIN DEFINED TERMS For purposes of this Agreement,

(a) 409A Affiliate . The term “409A Affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Section 414(b) of the Code, or that is under common control with the Company within the meaning of Section 414(c) of the Code; provided, however, that the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

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

(c) 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

OSHKOSH CORPORATION By: ________________________________

Robert G. Bohn Chairman of the Board and Chief Executive Officer

Attest:________________________________

Name:___________________________ Title:____________________________

EXECUTIVE ________________________________(SEAL)

[name] [address]

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, but subject to any deferral election then in effect, 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 (reduced, but not below zero, by amounts paid under all such contingent bonuses or incentive compensation awards upon a Change in Control to the extent such amounts relate to the same period of time); 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 perquisites 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; provided , however , that payments pursuant to clause (iv)(B) shall be paid on the first day of the seventh month following the month in which the Separation from Service occurs, unless the Separation from Service is due to the Executive’s death, in which event such payment shall be made within 90 days of the date of death.

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(d) 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.

(e) 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, plus (C) the greater of the Perquisite Amount based on perquisites received for the fiscal year of the Company in which the Termination Date occurs or the Perquisite Amount based on the perquisites the Executive received for the complete fiscal year of the Company prior to the Change in Control.

(f) 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:

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(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 (or, if the Executive is then Chief Executive Officer, the Board) has delivered a written demand for performance to the Executive that specifically identifies the manner in which the Chief Executive Officer (or the Board, as the case may be) 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 willfully and wrongfully disclosed any Trade Secrets or Confidential Information of the Company or any of its Affiliates; or (E) the Executive has engaged in any Competitive Activity; and in any such case the act or omission shall have been determined by the Board 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

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.

(g) Change in Control . The term “Change in Control” shall mean the occurrence of any one of the following events:

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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.

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

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to the time the Company has terminated the Executive’s employment pursuant to a Notice of Termination, the Board, by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board, has adopted a resolution finding that the Executive was guilty of conduct set forth in this definition of Cause, and specifying the particulars thereof in detail, at a meeting of the Board called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) and (C) the Company delivers a copy of such resolution to the Executive with the Notice of Termination at the time the Executive’s employment is terminated.

(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 (individually, an “Excluded Person” and collectively, “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 July 14, 2008, pursuant to express authorization by the Board that refers to this exception) representing 25 percent 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 July 14, 2008, 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) 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 July 14, 2008, or whose appointment, election or nomination for election was previously so approved; or

(iii) consummation of a merger, consolidation or share exchange of the Company with any other corporation or 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), 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 percent 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 July 14, 2008, pursuant to express authorization by the Board that refers to this exception) representing 25 percent 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

(iv) (A) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or (B) the consummation of 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 percent 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.

(i) Competitive Activity . The Executive shall engage in a “Competitive Activity” if the Executive engages in, is employed by, or in any way advises or acts for, in any capacity where Confidential Information would reasonably be considered to be useful, or has any material financial interest (excluding trade debt) in, any business that, as of the Effective Date, is engaged directly or indirectly in the Geographic Area (as defined below) 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 Effective Date. However, “Competitive Activity” shall not include any business if neither the Company nor any of its subsidiaries is engaged in such business as of the Termination Date and the Board of Directors of the Company has approved the exit of the Company and/or its subsidiaries from such business. Further, 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. “Geographic Area” shall mean an area that extends 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 18 months preceding the Effective Date, (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 unless the Company abandoned such plans prior to the Effective Date.

(j) Confidential Information . The term “Confidential Information” shall mean ideas, information, knowledge and discoveries of the Company and/or a subsidiary of the Company, whether or not patentable, that are not generally known in the trade or industry, 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, 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. “Confidential Information” shall also not include Trade Secrets.

(k) Covered Termination . Subject to Section 12(b) , the term “Covered Termination” means any Termination of 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.

(l) 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 any such termination of employment by the Employer (1) was at the request of a third party who (A) 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 (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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(m) Employer . The term “Employer” means the Company and/or any subsidiary of the Company that employed the Executive immediately prior to the Effective Date.

(n) 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

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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.

(o) 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.

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

(q) Perquisite Amount . The term “Perquisite Amount” means the fair market value of the perquisites provided to the Executive by the Employer (determined as of the time of the Change in Control or, if higher, immediately prior to the date the Notice of Termination is given). For these purposes, the Perquisite Amount includes, but is not limited to the fair market value of the personal use of a Company car, tax preparation, Executive physical, country club membership, spousal travel, and health care reimbursement, and does not include the value of welfare benefits, such as medical coverage (including prescription drug coverage), dental coverage, life insurance, disability insurance and accidental death and dismemberment benefits.

(r) 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.

(s) Prime . “Prime” means the rate of interest announced by U.S. Bank, National Association, Milwaukee, Wisconsin, from time to time as its prime or base lending rate, such rate to be determined on the Termination Date.

(t) Separation from Service . The term “Separation from Service” means the Termination of Employment with the Company and all 409A Affiliates or, if the Executive continues to provide services following his or her Termination of Employment, such later date as is considered a separation from service from the Company and its 409A Affiliates within the meaning of Code Section 409A. Specifically, if the Executive continues to provide services to the Company or a 409A Affiliate in a capacity other than as an employee, such shift in status is not automatically a Separation from Service.

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(u) Termination Date . Except as otherwise provided in Section 9(b) , Section 12(b) and Section 16(a) , the term “Termination Date” means (i) if the Termination of Employment is by the Executive’s death, the date of death; (ii) if the Termination of Employment is 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 Termination of Employment for purposes of this Agreement is by reason of disability pursuant to Section 11 , 30 days after the Notice of Termination is given; (iv) if the Termination of Employment is by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Termination of Employment is by the Employer (other than by reason of disability pursuant to Section 11 ) or by the Executive for Good Reason, 30 days after the Notice of Termination is given.

principal place of employment on the date 180 days prior to the Effective Date;

(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 ;

(A) If termination is for Cause pursuant to Section 7(b) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder shall continue as if the Employer had not delivered its Notice of Termination.

(B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company notifies the

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(v) Termination of Employment . The term “Termination of Employment” means a termination of employment of the Executive (A) when the Company and the Executive reasonably anticipate that no further services will be performed by the Executive for the Company and its 409A Affiliates or that the level of bona fide services the Executive will perform as an employee of the Company and its 409A Affiliates will permanently decrease to no more than 20 percent of the average level of bona fide services performed by the Executive (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of services) or (B) when the Company determines in good faith based on the facts and circumstances in accordance with Code Section 409A, upon a decrease in services by the Executive that is to more than 20 percent of such average level of bona fide services but less than 50 percent, that a Termination of Employment has occurred. The Executive’s termination of employment shall be presumed not to occur where the level of bona fide services performed by the Executive for the Company and its 409A Affiliates continues at a level that is 50 percent or more of the average level of bona fide services performed by the Executive (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of service). No presumption applies to a decrease in services that is to more than 20 percent of such average level of bona fide services but less than 50 percent, and in such event, whether the Executive has had a Termination of Employment will be determined in good faith by the Company based on the facts and circumstances in accordance with Code Section 409A. Notwithstanding the foregoing, if the Executive takes a leave of absence for purposes of military leave, sick leave or other bona fide leave of absence, then the Executive will not be deemed to have incurred a Separation from Service for the first six months of the leave of absence or, if longer, for so long as the Executive’s right to reemployment is provided either by statute or by contract, including this Agreement; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to 29 months without causing a Termination of Employment.

(w) Trade Secrets . “Trade Secrets” means “trade secrets” as defined in Wis. Stats. Section 134.90(1)(c), as such definition may be amended from time to time, of the Company and/or a subsidiary of the Company, as well as other information as to which the Company and/or a subsidiary of the Company has an obligation of confidentiality or secrecy to any third party.

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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 22 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 Notice of Termination.

(C) 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.

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT THIS AGREEMENT, made and entered into as of the 14th day of July, 2008, 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, simultaneous with the Company’s execution of this Agreement, the Executive is entering 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 :

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:

409A Affiliate Change in Control Normal Retirement Date Act Code Notice of Termination Accrued Benefits Covered Termination Person Affiliate and Associate Effective Date Prime Annual Cash Compensation Employer Separation from Service Cause Good Reason Termination Date

Termination of Employment

(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, an annual base salary at the rate in effect immediately prior to the Effective Date (determined prior to any reduction for amounts deferred under Section 401(k) of the Code or otherwise, or deducted pursuant to a cafeteria plan or qualified transportation fringe benefit under Sections 125 and 132(f) of the Code), subject to upward adjustment as hereinafter 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 perquisites 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.

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(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 deferred compensation, 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) .

(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 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.

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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.

(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 promptly 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 .

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(b) Certain Code Consequences .

(i) 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 the Annual Cash Compensation. Subject to Section 8(a)(ii) , the Termination Payment shall be paid to the Executive in cash equivalent on the first day of the seventh month following the month in which the Executive’s Separation from Service occurs and shall be accompanied by an interest payment calculated at Prime, such rate to be determined on the Termination Date, compounded quarterly. Such lump sum payment shall not be reduced by any present value or similar factor, and 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) It is a condition of payment of the Termination payment that the Executive deliver a full release to the Company 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. If payment of the Termination Payment is not completed within 30 days after the effectiveness of the full release, 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.

(i) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement (including any Section 409A Gross-Up Payment under Section 8(b)(v)), 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 Oshkosh Corporation 2004 Incentive Stock and Awards Plan, and any subsequently adopted equity incentive 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

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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 ($1.00) 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 of the Code (or any successor provision). If the provisions of Sections 280G and 4999 (or any successor provisions) are repealed without succession, then this Section 8(b)(i) shall be of no further force and effect.

(ii) 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 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” as defined in Section 280G of the Code (or any successor provision), 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 may be regular outside counsel to the Company), 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. As used in this Section 8(b)(ii) , 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 includable in Total Payments shall be reduced or eliminated as specified by the Executive in writing delivered to the Company within 30 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 8(b) , 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 (or any successor provision) and the regulations thereunder. Notwithstanding the foregoing, the provisions of this Section 8(b) , including the calculations, notices and opinions provided for herein, shall be based upon the conclusive presumption that the following are reasonable: (1) the compensation and benefits provided for in Section 5 and (2) any other compensation, including but not limited to the Accrued Benefits, earned prior to the Termination Date by the Executive pursuant to the Company’s compensation programs if such payments would have been made in the future in any event, even though the timing of such payment is triggered by the Change in Control or the Termination Date.

(iii) 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(b) , in the manner determined by the National Tax Counsel. If the Company is required to make a payment to the Executive, then such payment shall be paid following the date of the final determination by a court or the Internal Revenue Service and within 30 days after the date the Executive provides the Company a written request for reimbursement thereof (accompanied by proof of taxes paid), but in no event shall the reimbursement be made later than the end of the calendar year following the year in which the Executive remits the excise tax to the Internal Revenue Service.

(iv) 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(b) , except for claims, damages or expenses resulting from the gross negligence or willful misconduct of such firm.

(v) If any portion of the Termination Payment or any other payment or benefit (or any acceleration of any payment or benefit) made or provided to the Executive or for the Executive’s benefit in connection with this Agreement or, on or after the Effective Date, the Executive’s employment with the Company or the termination thereof (the “Payments”) are determined to be subject to the interest charges and taxes imposed by Section 409A(a)(1)(B) of the Code, or any state, local, or foreign taxes of a similar nature, or any interest charges or penalties with respect to such taxes (such taxes, together with any such interest charges and penalties, are collectively referred to as the “Section 409A Tax”), then the Company shall pay the Executive, within 30 days after the date on which the Executive provides the Company with a written request for reimbursement thereof (accompanied by proof of taxes paid), but in no event later than the end of the calendar year following the year in which the Executive remits the Section 409A tax to the Internal Revenue Service, an additional amount (the “Section 409A Gross-Up Payment”). The Section 409A Gross-Up Payment shall be such that the net amount

(c) 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:

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(d) Rabbi Trust . Prior to or simultaneously with a Change in Control over which the Company has control or within three business days of any other Change in 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 in 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 in Control over which the Company has control or within three business days of any other Change in 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.

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retained by the Executive after deduction of the Section 409A Tax (but not any federal, state, or local income tax or employment tax) and any federal, state, or local income tax, or employment tax upon the payment provided for by this Section 8(b)(v) shall be equal to the Payments. For purposes of determining the amount of the Section 409A Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Section 409A Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Section 409A Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The Company and the Executive shall reasonably cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Section 409A Tax with respect to the Payments, and the Executive shall, if reasonably requested by the Company, contest any obligation to pay a Section 409A Tax. If, as a result thereof, the Executive receives a tax refund or credit for any Section 409A Tax previously paid with respect to any Payments, the Executive shall return to the Company an amount equal to such refund or credit.

(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, subject to the following:

(A) If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith.

(B) During the first six months following the Executive’s Separation from Service, the Executive shall pay the Company the cost of any life insurance coverage for the Executive that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Executive (with interest at Prime, compounded quarterly) equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period.

If the Executive is entitled to the Termination Payment pursuant to Section 12(b), then within ten days following the Change in Control, the Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change in Control.

(ii) The Executive shall receive, until the end of the second calendar year following the calendar year in which the Separation from Service occurs, 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 percent of the Annual Base Salary.

(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 .

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), except the Termination Payment shall be paid within 90 days following the date of the Executive’s death, without interest thereon. For purposes of this Section 9(b), the Termination Date shall be the earlier of 30 days following the giving of the Notice of Termination, subject to extension pursuant to the definition of Termination of Employment, or one day prior to the end of the Employment Period.

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 8(a) .

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 11 , 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.

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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 23 :

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

(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 23 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.

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) .

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(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 23 . 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 23 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 Prime 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 (but in no event later than the end of the calendar year following the calendar year in which such Expense is incurred), the Company shall reimburse the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Executive’s reasonable Expenses accompanied by an interest payment at Prime, compounded quarterly.

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 8(b) and 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.

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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 Section 16(a) , 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.

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 Code Section 409A.

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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. In addition, if prior to the date of payment of the Termination Payment hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due with respect to any payment or benefit to be provided hereunder, then the Company shall provide for an immediate payment of the amount needed to pay the Executive’s portion of such tax (plus an amount equal to the taxes that will be due on such amount) and the Executive’s Termination Payment shall be reduced accordingly. 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. Additional Section 409A Provisions .

(a) If any payment amount or the value of any benefit under this Agreement is required to be included in the Executive’s income prior to the date such amount is actually paid or the benefit provided as a result of the failure of this Agreement (or any other arrangement that is required to be aggregated with this Agreement under Code Section 409A) to comply with Code Section 409A, then the Company shall make a payment to the Executive, in a lump sum, within 90 days after the date it is finally determined that the Agreement (or such other arrangement that is required to be aggregated with this Agreement) fails to meet the requirements of Section 409A of the Code; such payment shall equal the amount required to be included in the Executive’s income as a result of such failure and shall reduce the amount of payments or benefits otherwise due hereunder (other than additional payments to be made by the Company pursuant to Section 8(b)).

(b) The Company and the Executive intend the terms of this Agreement to be in compliance with Section 409A of the Code. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Section 409A of the Code.

(c) The Executive acknowledges that to avoid an additional tax on payments that may be payable or benefits that may be provided under this Agreement and that constitute deferred compensation that is not exempt from Section 409A of the Code, the Executive must make a reasonable, good faith effort to collect any payment or benefit to which the Executive believes the Executive is entitled hereunder no later than 90 days after the latest date upon which the payment could have been made or benefit provided under this Agreement, and if the payment or benefit is not paid or provided, then the Executive must take further enforcement measures within 180 days after such latest date.

21. 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. This Agreement supersedes any prior Key Executive Employment and Severance Agreement between the Executive and the Company.

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22. 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 22(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.

23. 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.

24. 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.

25. 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.

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Exhibit A

CERTAIN DEFINED TERMS

OSHKOSH CORPORATION By: ________________________________

Name:___________________________ Title:____________________________

Attest:________________________________

Name:___________________________ Title:____________________________

EXECUTIVE ________________________________(SEAL)

[name] [address]

For purposes of this Agreement,

(a) 409A Affiliate . The term “409A Affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Section 414(b) of the Code, or that is under common control with the Company within the meaning of Section 414(c) of the Code; provided, however, that the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

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

(c) 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, but subject to any deferral election then in effect, 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 (reduced but not below zero, by amounts paid under all such contingent bonuses or incentive compensation awards upon Change in Control to the extent such amounts relate to the same period of time); 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 perquisites 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; provided , however , that payments pursuant to clause (iv)(B) shall be paid on the first day of the seventh month following the month in which the Separation from Service occurs, unless the Separation from Service is due to death, in which event, such payment shall be made within 90 days of the date of Executive’s death.

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(d) 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.

(e) 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.

(f) 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 Competing 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.

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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.

(g) Change in Control . The term “Change in Control” shall mean the occurrence of any one of the following events:

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Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if there is consummated any transaction or

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 of the Company) 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.

(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 (individually, an “Excluded Person” and collectively, “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 July 14, 2008, pursuant to express authorization by the Board that refers to this exception) representing 25 percent 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 July 14, 2008, 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) 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 July 14, 2008, or whose appointment, election or nomination for election was previously so approved; or

(iii) consummation of a merger, consolidation or share exchange of the Company with any other corporation or 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), 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 percent 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 July 14, 2008, pursuant to express authorization by the Board that refers to this exception) representing 25 percent 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

(iv) (A) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or (B) the consummation of a 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 percent 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.

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.

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

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(i) Covered Termination . Subject to Section 12(b) , the term “Covered Termination” means any Termination of 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.

(j) 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 any such termination of employment by the Employer (1) was at the request of a third party who (A) 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 (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.

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

(l) 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:

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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

(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;

(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 ;

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.

(m) 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.

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

(o) 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.

(p) Prime . “Prime” means the rate of interest announced by U. S. Bank, National Association, Milwaukee, Wisconsin, from time to time as its prime or base lending rate.

(q) Separation from Service . The term “Separation from Service” means the Executive’s Termination of Employment with the Company and all 409A Affiliates or, if the Executive continues to provide services following his or her Termination of Employment, such later date as is considered a separation from service from the Company and its 409A Affiliates within the meaning of Code Section 409A. Specifically, if the Executive continues to provide services to the Company or a 409A Affiliate in a capacity other than as an employee, such shift in status is not automatically a Separation from Service.

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(r) Termination Date . Except as otherwise provided in Section 9(b) , Section 12(b) and Section 16(a) , the term “Termination Date” means (i) if the Termination of Employment is by the Executive’s death, the date of death; (ii) if the Termination of Employment is 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 Termination of Employment for purposes of this Agreement is by reason of disability pursuant to Section 11 , 30 days after the Notice of Termination is given; (iv) if the Termination of Employment is by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Termination of Employment is by the Employer (other than by reason of disability pursuant to Section 11 ) or by the Executive for Good Reason, 30 days after the Notice of Termination is given.

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(A) If termination is for Cause pursuant to Section 7(b) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder shall continue as if the Employer had not delivered its Notice of Termination.

(B) 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 22 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 Notice of Termination.

(C) 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

(s) Termination of Employment . The term “Termination of Employment” means a termination of employment of the Executive (A) when the Company and Executive reasonably anticipate that no further services will be performed by the Executive for the Company and its 409A Affiliates or that the level of bona fide services the Executive will perform as an employee of the Company and its 409A Affiliates will permanently decrease to no more than 20 percent of the average level of bona fide services performed by the Executive (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of services) or (B) when the Company determines in good faith based on the facts and circumstances in accordance with Code Section 409A, upon a decrease in services by the Executive that is to more than 20 percent of such average level of bona fide services but less than 50 percent, that a Termination of Employment has occurred. The Executive’s termination of employment shall be presumed not to occur where the level of bona fide services performed by the Executive for the Company and its 409A Affiliates continues at a level that is 50 percent or more of the average level of bona fide services performed by the Executive (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of service). No presumption applies to a decrease in services that is to more than 20 percent of such average level of bona fide services but less than 50 percent, and in such event, whether the Executive has had a Termination of Employment will be determined in good faith by the Company based on the facts and circumstances in accordance with Code Section 409A. Notwithstanding the foregoing, if the Executive takes a leave of absence for purposes of military leave, sick leave or other bona fide leave of absence, then the Executive will not be deemed to have incurred a Separation from Service for the first six months of the leave of absence or, if longer, for so long as the Executive’s right to reemployment is provided either by statute or by contract, including this Agreement; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to 29 months without causing a Termination of Employment.

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other than by reason of death, disability or Cause by means of such Notice.

OSHKOSH CORPORATION 2004 INCENTIVE STOCK AND AWARDS PLAN

(as amended through September ~, 2008) 1. Purposes, History and Effective Date.

(a) Purpose. The Oshkosh Corporation 2004 Incentive Stock and Awards Plan has two complementary purposes: (i) to attract and retain outstanding individuals to serve as officers, directors, employees and consultants and (ii) to increase shareholder value. The Plan will provide participants incentives to increase shareholder value by offering the opportunity to acquire shares of the Company’s common stock, receive monetary payments based on the value of such common stock, or receive other incentive compensation, on the potentially favorable terms that this Plan provides.

(b) History. Prior to the effective date of this Plan, the Company had in effect the 1990 Plan, which was originally effective April 9, 1990. Upon shareholder approval of this Plan, the 1990 Plan will terminate and no new awards will be granted under the 1990 Plan, although awards granted under such plan and still outstanding will continue to be subject to all terms and conditions of such plan.

(c) Effective Date. This Plan will become effective, and Awards may be granted under this Plan, on and after the Effective Date. This Plan will terminate as provided in Section 13.

2. Definitions. Capitalized terms used in this Plan have the following meanings:

(a) “1990 Plan” means the Oshkosh Corporation 1990 Incentive Stock Plan, as amended.

(b) “Affiliate” has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act or any successor rule or regulation thereto.

(c) “Award” means a grant of Options, Stock Appreciation Rights, Performance Shares, Performance Units, Restricted Stock or an Incentive Award. Any Award granted under this Plan shall be provided or made in such manner and at such time as complies with the applicable requirements of Code Section 409A to avoid a plan failure described in Code Section 409A(a)(1), including without limitation deferring payment to a specified employee or until a specified distribution event, as provided in Code Section 409A(a)(2).

(d) “Board” means the Board of Directors of the Company.

(e) “Cause” means, except as otherwise determined by the Committee upon the grant of an Award, (i) conviction of a felony or a plea of no contest to a felony, (ii) willful misconduct that is materially and demonstrably detrimental to the Company or an Affiliate, (iii) willful refusal to perform requested duties consistent with a Participant’s office, position or status with the Company or an Affiliate (other than as a result of physical or mental disability) or (iv) other conduct or inaction that the Committee determines in its discretion constitutes Cause, except that, with respect to clauses (ii), (iii) and (iv), Cause shall be determined by a majority of the Committee at a meeting held after reasonable notice to the Participant and including an opportunity for the Participant and his or her counsel to be heard, and the Committee shall not have the right to determine that Cause exists pursuant to clause (iv) following the occurrence of a Change of Control. All determinations of the Committee as to Cause shall be final.

(f) “Change of Control” means the occurrence of any one of the following events:

(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 (individually, an “Excluded Person” and collectively, “Excluded Persons”)) is or becomes the “Beneficial Owner” (as such term is defined in Rule 13d-3 under the Exchange 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 the Effective Date, pursuant to express authorization by the Board that refers to this exception) representing 25 percent 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 the Effective Date, 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) 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 the Effective Date or whose appointment, election or nomination for election was previously so approved; or

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

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Notwithstanding the foregoing, no “Change of 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) “Change of Control Price” means the highest of the following: (i) the Fair Market Value of a Share, as determined on the date of the Change of Control; (ii) the highest price per Share paid in the Change of Control transaction; or (iii) the Fair Market Value of a Share, calculated on the date of surrender of the relevant Award in accordance with Section 15(c), but this clause (iii) shall not apply if in the Change of Control transaction, or pursuant to an agreement to which the Company is a party governing the Change of Control transaction, all of the Shares are purchased for and/or converted into the right to receive a current payment of cash and no other securities or other property.

(h) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision.

(i) “Committee” means the Human Resources Committee of the Board (or a successor committee with the same or similar authority).

(j) “Company” means Oshkosh Corporation, a Wisconsin corporation, or any successor thereto.

(k) “Director” means a member of the Board, and “Non-Employee Director” means a Director who is not also an employee of the Company or its Subsidiaries.

(l) “Disability” has the meaning ascribed to the terms “total disability” or “totally disabled” in the Oshkosh Corporation Long Term Disability Program for Salaried Employees (or any successor plan thereto).

(m) “Effective Date” means the date the Company’s shareholders approve this Plan.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes any successor provision and the regulations and rules promulgated under such provision.

(o) “Fair Market Value” means, per Share on a particular date, the last sales price on such date on the national securities exchange on which the Stock is then traded, as reported in The Wall Street Journal, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale on such exchange. If the Shares are not listed on a national securities exchange, but are traded in an over-the-counter market, the last sales price (or, if there is no last sales price reported, the average of the closing bid and asked prices) for the Shares on the particular date, or on the last preceding date on which there was a sale of Shares on that market, will be used. If the Shares are neither listed on a national securities exchange nor traded in an over-the-counter market, the price determined by the Committee, in its discretion, will be used.

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(p) “ Incentive Award” means the right to receive a cash payment to the extent Performance Goals are achieved, and shall include

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), 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 percent 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 the Effective Date, pursuant to express authorization by the Board that refers to this exception) representing 25 percent 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

(iv) (A) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or (B) the consummation of a 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 twenty-four (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 percent 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.

“Annual Incentive Awards” as described in Section 10 and “Long-Term Incentive Awards” as described in Section 11.

(q) “Option” means the right to purchase Shares at a stated price for a specified period of time.

(r) “Participant” means an individual selected by the Committee to receive an Award.

(s) “Performance Goals” means any goals the Committee establishes that relate to one or more of the following with respect to the Company or any one or more Subsidiaries, Affiliates or other business units: net sales; cost of sales; gross income; operating income; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; income from continuing operations; net income; basic earnings per share; diluted earnings per share; cash flow; net cash provided by operating activities; net cash provided by operating activities less net cash used in investing activities; ratio of debt to debt plus equity; return on shareholder equity; return on invested capital; return on average total capital employed; return on net assets employed before interest and taxes; operating working capital; average accounts receivable (calculated by taking the average of accounts receivable at the end of each month); average inventories (calculated by taking the average of inventories at the end of each month); and economic value added. As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles, but, unless otherwise determined by the Committee, will exclude the effects of (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, and (iv) mergers or acquisitions, that in each case the Company identifies in its audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of the Company’s annual report. In the case of Awards that the Committee determines will not be considered “performance-based compensation” under Code Section 162(m), the Committee may establish other Performance Goals not listed in this Plan.

(t) “Performance Shares” means the right to receive Shares to the extent Performance Goals are achieved.

(u) “Performance Units” means the right to receive cash and/or Shares valued in relation to a unit that has a designated dollar value or the value of which is equal to the Fair Market Value of one or more Shares, to the extent Performance Goals are achieved.

(v) “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.

(w) “Plan” means this Oshkosh Corporation 2004 Incentive Stock and Awards Plan, as may be amended from time to time.

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(x) “Restricted Stock” means Shares that are subject to a risk of forfeiture and/or restrictions on transfer, which may lapse upon the achievement or partial achievement of Performance Goals and/or upon the completion of a period of service.

(y) “Retirement” has the meaning assigned to such term in the defined benefit pension plan of the Company.

(z) “Rule 16b-3” means Rule 16b-3 as promulgated by the United States Securities and Exchange Commission under the Exchange Act.

(aa) “Section 16 Participants” means Participants who are subject to the provisions of Section 16 of the Exchange Act.

(bb) “Share” means a share of Stock.

(cc) “Stock” means the Common Stock of the Company, par value of one cent ($.01) per share.

(dd) “Stock Appreciation Right” or “SAR” means the right of a Participant to receive cash, and/or Shares with a Fair Market Value, equal to the appreciation of the Fair Market Value of a Share during a specified period of time.

(ee) “Subsidiary” means any corporation, limited liability company or other limited liability entity in an unbroken chain of entities beginning with the Company if each of the entities (other than the last entities in the chain) owns the stock or equity interest possessing more than fifty percent (50%) of the total combined voting power of all classes of stock or other equity interests in one of the other entities in the chain.

3. Administration.

(a) Committee Administration . In addition to the authority specifically granted to the Committee in this Plan, the Committee has full discretionary authority to administer this Plan, including but not limited to the authority to (i) interpret the provisions of this Plan, (ii) prescribe, amend and rescind rules and regulations relating to this Plan, (iii) correct any defect, supply any omission, or reconcile any inconsistency in any Award or agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan into effect and (iv) make all other determinations necessary or advisable for the administration of this Plan. A majority of the members of the Committee will constitute a

quorum, and a majority of the Committee’s members must make all determinations of the Committee. The Committee may make any determination under this Plan without notice or meeting of the Committee by a writing that a majority of the Committee members have signed. All Committee determinations are final and binding.

(b) Delegation to Other Committees or Officers . To the extent applicable law permits, the Board may delegate to another committee of the Board or to one or more officers of the Company any or all of the authority and responsibility of the Committee. However, no such delegation is permitted with respect to Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised. The Board also may delegate to another committee of the Board consisting entirely of Non-Employee Directors any or all of the authority and responsibility of the Committee with respect to individuals who are Section 16 Participants. If the Board has made such a delegation, then all references to the Committee in this Plan include such other committee or one or more officers to the extent of such delegation.

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(c) Indemnification . The Company will indemnify and hold harmless each member of the Committee, and each officer or member of any other committee to whom a delegation under Section 3(b) has been made, as to any act done, or determination made, with respect to this Plan or any Award to the maximum extent that the law and the Company’s by-laws permit.

4. Eligibility. The Committee may designate any of the following as a Participant from time to time: any officer or other employee of the Company or its Affiliates, an individual that the Company or an Affiliate has engaged to become an officer or employee, a consultant who provides services to the Company or its Affiliates, or a Director, including a Non-Employee Director. The Committee’s designation of a Participant in any year will not require the Committee to designate such person to receive an Award in any other year.

5. Types of Awards. Subject to the terms of this Plan, the Committee may grant any type of Award to any Participant it selects, but only employees of the Company or a Subsidiary may receive grants of incentive stock options. Awards may be granted alone or in addition to, in tandem with, or in substitution for any other Award (or any other award granted under another plan of the Company or any Affiliate).

6. Shares Reserved under this Plan.

(a) Plan Reserve . Subject to adjustment as provided in Section 15, an aggregate of 4,417,300 Shares (as adjusted to reflect the two-for-one Stock split effected on August 26, 2005), plus the number of Shares described in Section 6(c), are reserved for issuance under this Plan. The number of Shares reserved for issuance under this Plan shall be reduced only by the number of Shares delivered in payment or settlement of Awards. Notwithstanding the foregoing, the Company may issue only 4,417,300 Shares (as adjusted to reflect the two-for-one Stock split effected on August 26, 2005)upon the exercise of incentive stock options.

(b) Replenishment of Shares Under this Plan . If an Award lapses, expires, terminates or is cancelled without the issuance of Shares under the Award, or if Shares are forfeited under an Award, then the Shares subject to such Award may again be used for new Awards under this Plan under Section 6(a), including issuance as incentive stock options. If Shares are issued under any Award and the Company subsequently reacquires them pursuant to rights reserved upon the issuance of the Shares, or if previously owned Shares are delivered to the Company in payment of the exercise price of an Award, then such Shares may again be used for new Awards under this Plan under Section 6(a), but such Shares may not be issued pursuant to incentive stock options.

(c) Addition of Shares from Predecessor Plan . After the Effective Date, if any Shares subject to awards granted under the 1990 Plan would again become available for new grants under the terms of such plan if such plan were still in effect, then those Shares will be available for the purpose of granting Awards under this Plan, thereby increasing the number of Shares available for issuance under this Plan as determined under the first sentence of Section 6(a). Any such Shares will not be available for future awards under the terms of the 1990 Plan.

(d) Participant Limitations . Subject to adjustment as provided in Section 15, no Participant may be granted Awards that could result in such Participant:

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(i) receiving Options for, and/or Stock Appreciation Rights with respect to, more than 3,500,000 Shares (as adjusted to reflect the two-for-one Stock split effected on August 26, 2005) during any period of five consecutive fiscal years of the Company;

(ii) receiving Awards of Restricted Stock relating to more than 1,000,000 Shares (as adjusted to reflect the two-for-one Stock split effected on August 26, 2005)during any period of five consecutive fiscal years of the Company;

(iii) receiving Awards of Performance Shares, and/or Awards of Performance Units the value of which is based on the Fair Market Value of Shares, for more than 400,000 Shares (as adjusted to reflect the two-for-one Stock split effected on August 26, 2005)

In all cases, determinations under this Section 6(d) should be made in a manner that is consistent with the exemption for performance-based compensation that Code Section 162(m) provides.

7. Options. Subject to the terms of this Plan, the Committee will determine all terms and conditions of each Option, including but not limited to: (i) whether the Option is an “incentive stock option” which meets the requirements of Code Section 422, or a “nonqualified stock option” which does not meet the requirements of Code Section 422; (ii) the number of Shares subject to the Option; (iii) the exercise price, which may never be less than the Fair Market Value of the Shares subject to the Option as determined on the date of grant; (iv) the terms and conditions of exercise; and (v) the term, except that an incentive stock option must terminate no later than 10 years after the date of grant and a nonqualified stock option must terminate no later than 10 years and 1 month after the date of grant. In all other respects, the terms of any incentive stock option should comply with the provisions of Code section 422 except to the extent the Committee determines otherwise. Except to the extent the Committee determines otherwise, a Participant may exercise an Option in whole or part after the right to exercise the Option has accrued, provided that any partial exercise must be for one hundred (100) Shares or multiples thereof. Except as the Committee may otherwise provide, an Option shall expire at the earliest of 10 years and 1 month from the date of grant (or 10 years from the date of grant if the Option is an incentive stock option), three (3) months after termination of the Participant’s employment or service for reasons other than death, Disability, Retirement or Cause, one (1) year after termination of the Participant’s employment or service as a result of death, Disability or Retirement or immediately upon termination of the Participant’s employment or service for Cause.

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8. Stock Appreciation Rights. Subject to the terms of this Plan, the Committee will determine all terms and conditions of each SAR, including but not limited to: (a) whether the SAR is granted independently of an Option or relates to an Option; (b) the number of Shares to which the SAR relates; (c) the grant price, provided that the grant price shall never be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant; (d) the terms and conditions of exercise or maturity; (e) the term, provided that an SAR must terminate no later than 10 years and 1 month after the date of grant; and (f) whether the SAR will be settled in cash, Shares or a combination thereof. If an SAR is granted in relation to an Option, then unless otherwise determined by the Committee, the SAR shall be exercisable or shall mature at the same time or times, on the same conditions and to the extent and in the proportion, that the related Option is exercisable and may be exercised or mature for all or part of the Shares subject to the related Option. Upon exercise of any number of SAR, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of Shares covered by the related SAR.

9. Performance and Stock Awards. Subject to the terms of this Plan, the Committee will determine all terms and conditions of each award of Restricted Stock, Performance Shares or Performance Units, including but not limited to: (a) the number of Shares and/or units to which such Award relates; (b) whether, as a condition for the Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Committee specifies; (c) whether the restrictions imposed on Restricted Stock are accelerated, and all or a portion of the Performance Goals subject to an Award are deemed achieved, upon a Participant’s death, Disability or Retirement; (d) with respect to Performance Units, whether to measure the value of each unit in relation to a designated dollar value or the Fair Market Value of one or more Shares; and (e) with respect to Performance Units, whether to settle such Awards in cash, in Shares, or in a combination of cash and Shares.

10. Annual Incentive Awards. Subject to the terms of this Plan, the Committee will determine all terms and conditions of an Annual Incentive Award, including but not limited to the Performance Goals, performance period, the potential amount payable, and the timing of payment, subject to the following: (a) the Committee must require that payment of all or any portion of the amount subject to the Annual Incentive Award is contingent on the achievement or partial achievement of one or more Performance Goals during the period the Committee specifies, although the Committee may specify that all or a portion of the Performance Goals subject to an Award are deemed achieved upon a Participant’s death, Disability or Retirement; and (b) the performance period must relate to a period of at least one fiscal year of the Company except that, if the Award is made at the time of commencement of employment with the Company or on the occasion of a promotion, then the Award may relate to a period shorter than one fiscal year.

11. Long-Term Incentive Awards. Subject to the terms of this Plan, the Committee will determine all terms and conditions of a Long-Term Incentive Award, including but not limited to the Performance Goals, performance period, the potential amount payable, and the timing of payment, subject to the following: (a) the Committee must require that payment of all or any portion of the amount subject to the Long-Term Incentive Award is contingent on the achievement or partial achievement of one or more Performance Goals during the period the Committee specifies, although the Committee may specify that all or a portion of the Performance Goals subject to an Award are deemed achieved upon a

during any period of two consecutive fiscal years of the Company, or for more than 600,000 Shares (as adjusted to reflect the two-for-one Stock split effected on August 26, 2005) during any period of three consecutive fiscal years of the Company;

(iv) receiving an Annual Incentive Award in respect of any single fiscal year of the Company of more than $4,000,000; or

(v) receiving a Long-Term Incentive Award, and/or Awards of Performance Units the value of which is not based on the Fair Market Value of Shares, of more than $8,000,000 in respect of any period of two consecutive fiscal years of the Company, or of more than $12,000,000 in respect of any period of three consecutive fiscal years of the Company.

Participant’s death, Disability or Retirement; and (b) the performance period must relate to a period of more than one fiscal year of the Company except that, if the Award is made at the time of commencement of employment with the Company or on the occasion of a promotion, then the Award may relate to a shorter period.

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12. Transferability . Awards are not transferable other than by will or the laws of descent and distribution, unless and to the extent the Committee allows a Participant to: (a) designate in writing a beneficiary to exercise the Award after the Participant’s death; or (b) transfer an Award.

13. Termination and Amendment of Plan; Amendment, Modification or Cancellation of Awards.

(a) Term of Plan . Unless the Board earlier terminates this Plan pursuant to Section 13(b), this Plan will terminate when all Shares reserved for issuance have been issued. If the term of this Plan extends beyond 10 years from the Effective Date, no incentive stock options may be granted after such time unless the shareholders of the Company have approved an extension of this Plan for incentive stock option purposes.

(b) Termination and Amendment . The Board or the Committee may amend, alter, suspend, discontinue or terminate this Plan at any time, subject to the following limitations:

(c) Amendment, Modification or Cancellation of Awards . Except as provided in Section 13(e) and subject to the requirements of this Plan, the Committee may modify or amend any Award or waive any restrictions or conditions applicable to any Award or the exercise of the Award, and the terms and conditions applicable to any Awards may at any time be amended, modified or canceled by mutual agreement between the Committee and the Participant or any other person(s) as may then have an interest in the Award, so long as any amendment or modification does not increase the number of Shares issuable under this Plan (except as permitted by Section 15), but the Committee need not obtain Participant (or other interested party) consent for the cancellation of an Award pursuant to the provisions of Section 15(a) or the modification of an Award to the extent deemed necessary to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Shares are then traded, or to preserve favorable accounting treatment of any Award for the Company.

(d) Survival of Authority and Awards . Notwithstanding the foregoing, the authority of the Board and the Committee under this Section 13 will extend beyond the date of this Plan’s termination. In addition, termination of this Plan will not affect the rights of Participants with respect to Awards previously granted to them, and all unexpired Awards will continue in force and effect after termination of this Plan except as they may lapse or be terminated by their own terms and conditions.

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(e) Repricing Prohibited . Notwithstanding anything in this Plan to the contrary, and except for the adjustments provided in Section 15, neither the Committee nor any other person may decrease the exercise price for any outstanding Option after the date of grant nor allow a Participant to surrender an outstanding Option to the Company as consideration for the grant of a new Option with a lower exercise price.

(f) Foreign Participation . To assure the viability of Awards granted to Participants employed in foreign countries, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Committee approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country. In addition, all such supplements, amendments, restatements or alternative versions must comply with the provisions of Section 13(b)(ii).

14. Taxes . The Company is entitled to withhold the amount of any tax attributable to any amount payable or Shares deliverable under

(i) the Board must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) action of the Board, (B) applicable corporate law or (C) any other applicable law;

(ii) shareholders must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) Section 16 of the Exchange Act, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which the Shares are then traded or (D) any other applicable law; and

(iii) shareholders must approve any of the following Plan amendments: (A) an amendment to materially increase any number of Shares specified in Section 6(a) or 6(d) (except as permitted by Section 15); or (B) an amendment to the provisions of Section 13(e).

this Plan after giving the person entitled to receive such amount or Shares notice as far in advance as practicable, and the Company may defer making payment or delivery if any such tax may be pending unless and until indemnified to its satisfaction. If Shares are deliverable upon exercise or payment of an Award, the Committee may permit a Participant to satisfy all or a portion of the federal, state and local withholding tax obligations arising in connection with such Award by electing to (a) have the Company withhold Shares otherwise issuable under the Award, (b) tender back Shares received in connection with such Award or (c) deliver other previously owned Shares, in each case having a Fair Market Value equal to the amount to be withheld. However, the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction. The election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires.

15. Adjustment Provisions; Change of Control.

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(a) Adjustment of Shares . If (i) the Company shall at any time be involved in a merger or other transaction in which the Shares are changed or exchanged; or (ii) the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities (other than any associated preferred stock purchase rights issued pursuant to that certain Rights Agreement, dated February 1, 1999, between the Company and ComputerShare Investor Services, LLC, as successor rights agent, or similar stock purchase rights that the Company might authorize and issue in the future) or other property; or (iii) the Company shall effect a cash dividend the amount of which exceeds 10% of the trading price of the Shares at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or (iv) any other event shall occur which, in the case of this clause (iv), in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then, subject to Participants’ rights under Section 15(c), the Committee shall, in such manner as it may deem equitable, adjust any or all of (A) the number and type of Shares subject to this Plan (including the number and type of Shares described in Sections 6(a) and 6(d)) and which may after the event be made the subject of Awards under this Plan, (B) the number and type of Shares subject to outstanding Awards, and (C) the grant, purchase, or exercise price with respect to any Award. In any such case, the Committee may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Committee effective at such time as the Committee specifies (which may be the time such transaction or event is effective), but if such transaction or event constitutes a Change of Control, then (1) such payment shall be at least as favorable to the holder as the greatest amount the holder could have received in respect of such Award under Section 15(c), and (2) from and after the Change of Control, the Committee may make such a provision only if the Committee determines that doing so is necessary to substitute, for each Share then subject to an Award, the number and kind of shares of stock, other securities, cash or other property to which holders of Stock are or will be entitled in respect of each Share pursuant to the transaction or event in accordance with the last sentence of this Section 15(a). However, in each case, with respect to Awards of incentive stock options, no such adjustment may be authorized to the extent that such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always be a whole number. In any event, Options previously granted to Non-Employee Directors at the time of any event described in this Section 15(a) are subject to only such adjustments as are necessary to maintain the relative proportionate interest the Options represented immediately prior to any such event and to preserve, without exceeding, the value of such Options. Without limitation, subject to Participants’ rights under Section 15(c), in the event of any such merger or similar transaction, subdivision or combination of Shares, dividend or other event described above, whether or not constituting a Change of Control (other than any such transaction in which the Company is the continuing corporation and in which the outstanding Stock is not being converted into or exchanged for different securities, cash or other property, or any combination thereof), the Committee shall substitute, on an equitable basis as the Committee determines, for each Share then subject to an Award, the number and kind of shares of stock, other securities, cash or other property to which holders of Stock are or will be entitled in respect of each Share pursuant to the transaction. Notwithstanding the foregoing, if the Company shall subdivide the Shares or the Company shall declare a dividend payable in Shares, if no action is taken by the Board or the Committee, adjustments contemplated by this Section 15(a) that are proportionate shall nevertheless automatically be made as of the date of such subdivision of the Shares or dividend in Shares.

(b) Issuance or Assumption . Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Committee may authorize the issuance or assumption of awards under this Plan upon such terms and conditions as it may deem appropriate.

(c) Change of Control . Except to the extent the Committee provides a result more favorable to holders of Awards (either in an award agreement or at the time of a Change of Control), in the event of a Change of Control:

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(i) each holder of an Option or SAR (A) shall have the right at any time thereafter to exercise the Option or SAR in full whether or not the Option or SAR was theretofore exercisable; and (B) shall have the right, exercisable by written notice to the Company within 60 days after the Change of Control, to receive, in exchange for the surrender of the Option or SAR, an amount of cash equal to the excess of the Fair Market Value of the Shares covered by the Option or SAR that is so surrendered on the date of surrender of the

For purposes of this Section 15, the “value” of a Performance Share shall be equal to, and the “value” of a Performance Unit the value of which is equal to the Fair Market Value of one or more Shares shall be based on, the Change of Control Price.

Except as otherwise expressly provided in any agreement between a Participant and the Company (including where any such agreement makes reference to corresponding provisions of the 1990 Plan rather than this Plan), if the receipt of any payment by a Participant under the circumstances described above would result in the payment by the Participant of any excise tax provided for in Section 280G and Section 4999 of the Code, then the amount of such payment shall be reduced to the extent required to prevent the imposition of such excise tax.

16. Miscellaneous.

(a) Other Terms and Conditions . The grant of any Award may also be subject to other provisions (whether or not applicable to the Award granted to any other Participant) as the Committee determines appropriate, including, without limitation, provisions for:

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(b) Employment and Service . The issuance of an Award shall not confer upon a Participant any right with respect to continued employment or service with the Company or any Affiliate, or the right to continue as a Director. Unless determined otherwise by the Committee, for purposes of the Plan and all Awards, the following rules shall apply:

Option or SAR over the purchase or grant price of such Shares under the Award;

(ii) Restricted Stock that is not then vested shall vest upon the date of the Change of Control and each holder of such Restricted Stock shall have the right, exercisable by written notice to the Company within 60 days after the Change of Control, to receive, in exchange for the surrender of such Restricted Stock, an amount of cash equal to the Change of Control Price of such Restricted Stock;

(iii) each holder of a Performance Share and/or Performance Unit for which the performance period has not expired shall have the right, exercisable by written notice to the Company within 60 days after the Change of Control, to receive, in exchange for the surrender of the Performance Share and/or Performance Unit, an amount of cash equal to the product of the value of the Performance Share and/or Performance Unit and a fraction the numerator of which is the number of whole months that have elapsed from the beginning of the performance period to which the Award is subject to the date of the Change of Control and the denominator of which is the number of whole months in the performance period;

(iv) each holder of a Performance Share and/or Performance Unit that has been earned but not yet paid shall receive an amount of cash equal to the value of the Performance Share and/or Performance Unit; and

(v) all Annual and Long-Term Incentive Awards that are earned but not yet paid shall be paid, and all Annual and Long-Term Incentive Awards that are not yet earned shall be deemed to have been earned pro rata, as if the Performance Goals are attained as of the effective date of the Change of Control, by taking the product of (A) the Participant’s target award opportunity for the period to which the Award is subject, and (B) a fraction, the numerator of which is the number of whole months that have elapsed from the beginning of the performance period to which the Award is subject to the date of the Change of Control and the denominator of which is the number of whole months in the performance period.

(i) one or more means to enable Participants to defer the delivery of Shares or recognition of taxable income relating to Awards or cash payments derived from the Awards on such terms and conditions as the Committee determines, including, by way of example, the form and manner of the deferral election, the treatment of dividends paid on the Shares during the deferral period or a means for providing a return to a Participant on amounts deferred, and the permitted distribution dates or events (provided that no such deferral means may result in an increase in the number of Shares issuable under this Plan);

(ii) the payment of the purchase price of Options by delivery of cash or other Shares or other securities of the Company (including by attestation) having a then Fair Market Value equal to the purchase price of such Shares, or by delivery (including by fax) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price;

(iii) except in connection with the grant of Awards providing Options or SARs, for which Awards this subsection is not applicable, provisions giving the Participant the right to receive dividend payments or dividend equivalent payments with respect to the Shares subject to the Award (both before and after the Shares subject to the Award are earned, vested or acquired), which payments may be either made currently or credited to a nonqualified deferred compensation account for the Participant which complies with the applicable requirements of Code Section 409A, provides for the deferral of payment of such amounts to a specified employee or until a specified event described in Code Section 409A(a)(2), and may be settled in cash or Shares, as the Committee determines;

(iv) restrictions on resale or other disposition of Shares; and

(v) compliance with federal or state securities laws and stock exchange requirements.

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(c) No Fractional Shares . No fractional Shares or other securities may be issued or delivered pursuant to this Plan, and the Committee may determine whether cash, other securities or other property will be paid or transferred in lieu of any fractional Shares or other securities, or whether such fractional Shares or other securities or any rights to fractional Shares or other securities will be canceled, terminated or otherwise eliminated.

(d) Unfunded Plan . This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fund with respect to this Plan’s benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights are no greater than the rights of the Company’s general unsecured creditors.

(e) Requirements of Law and Securities Exchange . The granting of Awards and the issuance of Shares in connection with an Award are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision of this Plan or any award agreement, the Company has no liability to deliver any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity, and unless and until the Participant has taken all actions required by the Company in connection therewith. The Company may impose such restrictions on any Shares issued under the Plan as the Company determines necessary or desirable to comply with all applicable laws, rules and regulations or the requirements of any national securities exchanges. Notwithstanding any other provision hereof or document pertaining to Awards hereunder, the Plan shall be so construed, interpreted, and administered to meet the applicable requirements of Code Section 409A to avoid a plan failure described in Code Section 409A(a)(1).

(f) Governing Law . This Plan, and all agreements under this Plan, will be construed in accordance with and governed by the laws of the State of Wisconsin, without reference to any conflict of law principles. Any legal action or proceeding with respect to this Plan, any Award or any award agreement, or for recognition and enforcement of any judgment in respect of this Plan, any Award or any award agreement, may only be heard only in a “bench” trial, and any party to such action or proceeding shall agree to waive its right to a jury trial.

(g) Limitations on Actions . Any legal action or proceeding with respect to this Plan, any Award or any award agreement must be brought 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.

(h) Construction . Whenever any words are used herein 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 used in the singular or plural, they shall be construed as though they were used in the plural or singular, as the case may be, in all cases where they would so apply. Title of sections are for general information only, and this Plan is not to be construed with reference to such titles.

(i) Severability . If any provision of this Plan or any award agreement or any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or (ii) would disqualify this Plan, any award agreement or any Award under any law the Committee deems applicable, then such provision should be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan, award agreement or Award, then such provision should be stricken as to such jurisdiction, person or Award, and the remainder of this Plan, such award agreement and such Award will remain in full force and effect.

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(i) a Participant who transfers employment between the Corporation and its Subsidiaries, or between Subsidiaries, will not be considered to have terminated employment;

(ii) a Participant who ceases to be a Non-Employee Director because he or she becomes an employee of the Company or a Subsidiary shall not be considered to have ceased service as a Director with respect to any Award until such Participant’s termination of employment with the Company and its Subsidiaries;

(iii) a Participant who ceases to be employed by the Company or a Subsidiary and immediately thereafter becomes a Non-Employee Director, a non-employee director of a Subsidiary, or a consultant to the Company or any Subsidiary shall not be considered to have terminated employment until such Participant’s service as a director of, or consultant to, the Company and its Subsidiaries has ceased; and

(iv) a Participant employed by a Subsidiary will be considered to have terminated employment when such entity ceases to be a Subsidiary.

JLG Industries, Inc. Supplemental Executive Retirement Plan

Effective September 6, 2000 (As Amended Effective December 31, 2008)

JLG Industries, Inc. Supplemental Executive Retirement Plan

TABLE OF CONTENTS

Page Section 1. Establishment and Purpose of the Plan 1 1.1. Establishment 1 1.2. Purpose 1 Section 2. Participation by Eligible Executives 1 2.1. Eligible Executives on Effective Date 1 2.2. Eligible Executives After Effective Date 1 2.3. Written Proof of Participation Required 1 Section 3. Accrued Benefit 2 3.1. Method of Determining Accrued Benefit 2 3.2. Applicable Percentage 2 3.3. Final Average Compensation 2 3.4. Required Reductions 3 Section 4. Retirement Benefits 4 4.1. Normal Retirement Benefit 4 4.2. Late Retirement Benefit 4 4.3. Early Retirement Benefit 5 4.4. Vested Retirement Benefit 5 4.5. Disability Retirement Benefit 5 4.6. Joint & Survivor Annuity Option 5 4.7. Lump Sum Option 6 Section 5. Preretirement Death Benefits 6 5.1. Lump Sum Benefit 6 5.2. Annuity Options Available to Spouse Beneficiaries 6 Section 6. Nature of Participant’s Interest in Plan 7 6.1. No Right to Assets 7 6.2. No Right to Transfer Interest 7 6.3. No Employment Rights 7 6.4. Withholding and Tax Liabilities 7

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JLG Industries, Inc. Supplemental Executive Retirement Plan

Effective September 6, 2000

(As Amended Effective December 31, 2008)

Section 1. Establishment and Purpose of the Plan. 1.1. Establishment . Effective June 1, 1995, the Company established the Plan for the benefit of the Participants and, in the case of Participants described in Section 2.1, for the purpose of replacing their benefits under the Prior Plan.

1.2. Purpose . The Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation to a select group of management and highly compensated employees. The Plan provides supplemental retirement income to Participants in excess of their employer-provided benefits under certain other plans and arrangements up to the maximum benefit specified in the Plan. The Plan also provides supplemental survivor’s income to Participant’s Beneficiaries.

Section 2. Participation by Eligible Executives.

Section 7. Administration, Interpretation, and Modification of Plan 8 7.1. Plan Administrator 8 7.2. Powers of Committee 8 7.3. Finality of Committee Determinations 8 7.4. Incapacity 8

7.5. Amendment, Suspension, and Termination 8 7.6. Power to Delegate Board Authority 8 7.7. Headings 8 7.8. Severability 9 7.9. Governing Law 9 7.10. Complete Statement of Plan 9 Section 8. Terms Used in the Plan 9 8.1. Gender and Number 9 8.2. Definitions 9 Section 9. Code Section 409A Grandfathering Provisions 17 9.1. General Grandfathering Rule 17 9.2. 409A Grandfathered Benefit Amount 17 9.3. Payment of Grandfathered Benefit Amount 18 9.4. 409A Non-Grandfathered Benefit Amount 18 9.5. Compliance with Internal Revenue Code Section 409A 21 APPENDIX A Accrued Benefit of Participants Before September 6, 2000 22 A.1. Introduction 22 A.2. Definitions 22 A.3. Applicable Percentage 22 A.4. Final Average Compensation 22 A.5. Required Reductions 23

2.1. Eligible Executives on Effective Date . An employee who is an Eligible Executive on the Effective Date will become a Participant in the Plan beginning on the Effective Date if he agrees in writing to waive all rights he may have under the Prior Plan.

2.2. Eligible Executives After Effective Date . No new Participants shall be admitted to the Plan after December 31, 2008. An employee who first becomes an Eligible Executive after the Effective Date will not become a Participant in the Plan unless the Compensation Committee, in its sole discretion, permits him to do so. If the Compensation Committee does permit him to participate in the Plan, the Eligible Executive will become a Participant in the Plan on the date specified by the Compensation Committee in its sole discretion.

2.3. Written Proof of Participation Required . No employee will become a Participant in the Plan unless he and the Company execute a copy of the Plan document recognizing his participation in the Plan. The executed copy will constitute an agreement between the Company and the employee that binds both of them to the terms of the Plan. Their agreement will be binding on their heirs, executors, administrators, successors, and assigns, both present and future. The executed copy must be signed on the Company’s behalf by an authorized officer (other than the employee) and by the employee on his own behalf. In the case of an employee who becomes a Participant under Section 2.1, the executed copy will also constitute his written agreement to waive all rights he may have under the Prior Plan.

Section 3. Accrued Benefit. 3.1. Method of Determining Accrued Benefit.

3.2. Applicable Percentage . A Participant’s Applicable Percentage is the percentage specified by the Compensation Committee with respect to the Participant for purposes of the Plan, as reflected in the written agreement between the Company and the Participant executed in accordance with Section 2.3, multiplied by the service fraction described in the following sentence. Unless a different service fraction is specified in the written agreement between the Company and the Participant, the numerator of the service fraction is the Participant’s Years of Service (not exceeding 20) when his employment with the Company terminates, and the denominator of the service fraction is 20.

3.3. Final Average Compensation . A Participant’s Final Average Compensation is one-twelfth the average of his Annual Compensation for the 2 consecutive or nonconsecutive calendar years during which the average of his Annual Compensation is the highest. The Annual Compensation of a Participant for a calendar year is the amount of the Participant’s base salary for the calendar year and the amount of any cash bonus paid to him in the calendar year, each including (i) amounts that are contributed, at the election of a Participant, on behalf of the Participant to a cafeteria plan or a cash or deferred arrangement and not included in the Participant’s gross income for federal income tax purposes by reason of section 125, 132(f), or 402(e)(3) of the Code and (ii) compensation deferred under the JLG Industries, Inc. Executive Deferred Compensation Plan (or any successor thereto). Annual Compensation earned more than 10 years before the year in which the Participant’s employment with the Company terminates is ignored. Annual Compensation does not include any amount realized as a result of the grant, modification, or exercise of a stock option or stock appreciation right; lapse of restriction on restricted property; or settlement of deferred stock grants or restricted stock or performance units.

3.4. Required Reductions . The monthly installments otherwise included in a Participant’s Accrued Benefit will be reduced as follows:

JLG Industries, Inc. Page 2 Supplemental Executive Retirement Plan

(a) If an individual first became a Participant on or after September 6, 2000, his Accrued Benefit shall be determined as provided in this Section 3. The Participant’s Accrued Benefit under the Plan shall be a monthly benefit equal to the Applicable Percentage of his Final Average Compensation, payable in the form of a Ten-Year Certain Life Annuity beginning on his Normal Retirement Date, and reduced in accordance with Section 3.4.

(b) The Accrued Benefit of an individual who first became a Participant before September 6, 2000, shall be determined as provided in Appendix A of the Plan.

JLG Industries, Inc. Page 3 Supplemental Executive Retirement Plan

(a) First, if the Participant elects to begin receiving benefits before his Normal Retirement Date, his Accrued Benefit will be reduced by one half of one percent for each month during which benefits are scheduled to be paid before his Normal Retirement Date.

(b) Second, each monthly installment will be reduced by the monthly amount of a benefit that is the Actuarial Equivalent of all employer-provided benefits the Participant has received, is receiving, or is expected to receive under any defined benefit plan (other than this Plan) maintained by the Company or any entity that would be aggregated with the Company under section 414(b) or (c) of the Code. The amount of the Participant’s employer-provided benefits under other defined benefit plans will be determined as of the

Section 4. Retirement Benefits. 4.1. Normal Retirement Benefit . A Participant who retires from service with the Company on his Normal Retirement Date is entitled to a Normal Retirement Benefit. Unless he elects otherwise, he will receive his Normal Retirement Benefit in the form of a Ten-Year Certain Life Annuity beginning on his Normal Retirement Date. The monthly installments made under his Normal Retirement Benefit will be the same as the monthly installments under his Accrued Benefit.

4.2. Late Retirement Benefit . A Participant who retires from service with the Company after his Normal Retirement Date is entitled to a Late Retirement Benefit. Unless he elects otherwise, he will receive his Late Retirement Benefit in the form of a Ten-Year Certain Life Annuity beginning on the first day of the month after he retires from service with the Company. The monthly installments made under his Late Retirement Benefit will be the same as the monthly installments under his Accrued Benefit (except that the Applicable Percentage shall be determined taking into account his Years of Service through his retirement date), beginning with the monthly installment for the month that includes his Late Retirement Date. However, he will not receive any monthly installments that would have been made under his Accrued Benefit before his Late Retirement Date, and no adjustment will be made in his Late Retirement Benefit to reflect the loss of these installments. For purposes of calculating the Final Average Compensation of a Participant entitled to a Late Retirement Benefit, Annual Compensation paid after the Participant’s Normal Retirement Date will be taken into account.

4.3. Early Retirement Benefit . A Participant who retires from service with the Company on or after age 55 but before his Normal Retirement Date is entitled to an Early Retirement Benefit. Unless he elects otherwise, he will receive his Early Retirement Benefit in the form of a Ten-Year Certain Life Annuity beginning on his Normal Retirement Date. The monthly installments made under his Early Retirement Benefit will be the same as the monthly installments under his Accrued Benefit. However, he may elect to begin receiving his Early Retirement Benefit on the first day of any month before his Normal Retirement Date and on or after the date he retires from service with the Company.

4.4. Vested Retirement Benefit . A Participant whose employment with the Company terminates for any reason before age 55

Participant’s Benefit Starting Date. Employer-provided benefits provided to an alternate payee under a domestic relations order will be treated as if they were provided to the Participant.

(c) Third, each monthly installment will be further reduced by the monthly amount of a benefit that is the Actuarial Equivalent of all employer-provided account balances accumulated on the Participant’s behalf under any defined contribution plan maintained by the Company or any entity that would be aggregated with the Company under section 414(b) or (c) of the Code. Employer-provided account balances do not include any portion of an account balance attributable to salary reduction contributions made by the Participant, regardless of whether the contributions are made on a pre-tax or an after-tax basis. Account balances will be determined as of 30 days before the Participant’s Benefit Starting Date. Distributions previously made from the Participant’s accounts will be taken into account, plus interest from the date of distribution. Employer-provided account balances provided to an alternate payee under a domestic relations order will be treated as if they were provided to the Participant.

(d) Fourth, each monthly installment will be further reduced by the monthly amount of a benefit that is the Actuarial Equivalent of the Participant’s Company Contribution Subaccount (within the meaning of the JLG Industries, Inc. Executive Deferred Compensation Plan), if any, and any investment return (or loss) credited to such subaccount pursuant to section 3.3 of such plan. The balance in the Participant’s subaccount will be determined as of 30 days before the Participant’s Benefit Starting Date. Previous distributions attributable to the Participant’s accounts will be taken into account, plus interest from the date of distribution.

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(e) Fifth, after the preceding reductions have been made, each monthly installment that is scheduled to be made after the Participant reaches Social Security Retirement Age will be further reduced by one-half the monthly amount of the federal Social Security old-age benefit he is entitled to begin receiving on his Social Security Retirement Age.

(f) Sixth, after the preceding reductions have been made, the resulting monthly installment will be further reduced by multiplying it by the Participant’s Vested Percentage. The Vested Percentage is 100 percent in the case of a Participant with 5 or more Years of Service, and zero percent in the case of a Participant with less than 5 Years of Service. A Participant is deemed to have completed 5 Years of Service if he dies or becomes Disabled, or if a Change in Control occurs, before his Benefit Starting Date.

(g) Seventh, after the preceding reductions have been made, each monthly installment made during a month for which the Participant receives benefits under a long-term disability plan maintained by the Company will be further reduced by the amount of the employer-provided long-term disability benefit he receives for that month.

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following a Change in Control is entitled to a Vested Retirement Benefit. Unless he elects otherwise, he will receive his Vested Retirement Benefit in the form of a Ten-Year Certain Life Annuity beginning on his Normal Retirement Date. The monthly installments made under his Vested Retirement Benefit will be the same as the monthly installments under his Accrued Benefit. However, he may elect to begin receiving his Vested Retirement Benefit on the first day of any month before his Normal Retirement Date and on or after age 55. A Participant whose employment with the Company terminates for any reason other than death or Disability before age 55 and before a Change in Control is not entitled to a Retirement Benefit

4.5. Disability Retirement Benefit . A Participant who becomes Disabled before his employment with the Company terminates and before he satisfies the requirements for another Retirement Benefit under this Section 4 is entitled to a Disability Retirement Benefit. Unless he elects otherwise, he will receive his Disability Retirement Benefit in the form of a Ten-Year Certain Life Annuity beginning on his Normal Retirement Date. The monthly installments made under his Disability Retirement Benefit will be the same as the monthly installments under his Accrued Benefit. However, he may elect to begin receiving his Disability Retirement Benefit on the first day of any month before his Normal Retirement Date and on or after age 55.

4.6. Joint & Survivor Annuity Option . A Participant may elect to receive his Retirement Benefit in the form of a Ten-Year Certain Joint & Survivor Annuity rather than a Ten-Year Certain Life Annuity. The Ten-Year Certain Joint & Survivor Annuity may begin on the first day of any month on which the Participant is entitled to begin receiving his Retirement Benefit and will be the Actuarial Equivalent of the Retirement Benefit that would have been payable to him in the form of a Ten-Year Certain Life Annuity beginning on that day. Any election under this Section 4.6 must be made before the Participant’s Benefit Starting Date and may not be changed or revoked after that date.

4.7. Lump Sum Option . Alternatively, a Participant may elect to receive his Retirement Benefit in the form of a lump sum rather than a Ten-Year Certain Life Annuity. The lump sum may be paid on the first day of any month on which the Participant is entitled to begin receiving his Retirement Benefit and will equal the Actuarial Present Value of the Retirement Benefit that would have been payable to him in the form of a Ten-Year Certain Life Annuity beginning on that day. Any election under this Section 4.7 must be made before the Participant’s Benefit Starting Date and may not be changed or revoked after that date.

Section 5. Preretirement Death Benefits. 5.1. Lump Sum Benefit . If a Participant dies before his Benefit Starting Date, his Beneficiary is entitled to a Preretirement Death Benefit, even if the Participant has not satisfied the requirements for a Retirement Benefit under Section 4 at the time of his death. Except as provided in Section 5.2, the Preretirement Death Benefit will be paid as soon as administratively feasible after the Participant’s death in the form of a lump sum equal to the Actuarial Present Value of the first 120 monthly installments that would have been paid to the Participant under a Ten-Year Certain Life Annuity that began on the earliest date after his death on which he could have elected to begin receiving benefits under Section 4, had he not died.

5.2. Annuity Options Available to Spouse Beneficiaries . In lieu of the lump sum described in Section 5.1, a Beneficiary who is married to the Participant at the time of his death may elect to receive the Preretirement Death Benefit in the form of either a Single Life Annuity Or a Ten-Year Certain Fixed Annuity. The Beneficiary may elect to begin receiving the Single Life Annuity or Ten-Year Certain Fixed Annuity on any date after the Participant’s death on which the Participant could have elected to begin receiving benefits under Section 4, had he not died. Any election under this Section 5.2 must be made before the Beneficiary’s Benefit Starting Date and may not be changed or revoked after that date.

Section 6. Nature of Participant’s Interest in Plan. 6.1. No Right to Assets . Participation in the Plan does not create, in favor of any Participant or Beneficiary, any right or lien in or against any asset of the Company. Nothing contained in the Plan, and no action taken under its provisions, will create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and a Participant or any other person. The Company’s promise to pay benefits under the Plan will at all times remain unfunded as to each Participant and Beneficiary, whose rights under the Plan are limited to those of a general and unsecured creditor of the Company.

6.2. No Right to Transfer Interest . Rights to benefits payable under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, or encumbrance. However, the Administrative Committee may permit a Participant or Beneficiary to enter into a revocable arrangement to pay all or part of his benefits under the Plan to a revocable grantor trust (a so-called “living trust”). In addition, the Administrative Committee may recognize the right of an alternate payee named in a domestic relations order to receive all or part of a Participant’s benefits under the Plan, but only if (a) the domestic relations order would be a “qualified domestic relations order” within the meaning of section 414(p) of the Code (if section 414(p) applied to the Plan), (b) the domestic relations order does not attempt to give the alternate payee any right to any asset of the Company, (c) the domestic relations order does not attempt to give the alternate payee any right to receive payments under the Plan at a time or in an amount that the Participant could not receive under the Plan, and (d) the amount of the Participant’s benefits under the Plan are reduced to reflect any payments made or due the alternate payee.

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6.3. No Employment Rights . No provisions of the Plan and no action taken by the Company, the Board of Directors, the Compensation Committee, or the Administrative Committee will give any person any right to be retained in the employ of the Company, and the Company specifically reserves the right and power to dismiss or discharge any Participant.

6.4. Withholding and Tax Liabilities . The amount of any withholdings required to be made by any government or government agency will be deducted from benefits paid under the Plan to the extent deemed necessary by the Administrative Committee. In addition, the Participant or Beneficiary (as the case may be) will bear the cost of any taxes not withheld on benefits provided under the Plan, regardless of whether withholding is required.

Section 7. Administration, Interpretation, and Modification of Plan. 7.1. Plan Administrator . The Administrative Committee will administer the Plan.

7.2. Powers of Committee . The Administrative Committee’s powers include, but are not limited to, the power to adopt rules consistent with the Plan; the power to decide all questions relating to the interpretation of the terms and provisions of the Plan; and the power to resolve all other questions arising under the Plan (including, without limitation, the power to remedy possible ambiguities, inconsistencies, or omissions by a general rule or particular decision). The Administrative Committee has discretionary authority to exercise each of the foregoing powers.

7.3. Finality of Committee Determinations . Determinations by the Administrative Committee and any interpretation, rule, or decision adopted by the Administrative Committee under the Plan or in carrying out or administering the Plan will be final and binding for all purposes and upon all interested persons, their heirs, and their personal representatives.

7.4. Incapacity . If the Administrative Committee determines that any person entitled to benefits under the Plan is unable to care for his affairs because of illness or accident, any payment due (unless a duly qualified guardian or other legal representative has been appointed) may be paid for the benefit of such person to his spouse, parent, brother, sister, or other party deemed by the Administrative Committee to have incurred expenses for such person.

7.5. Amendment, Suspension, and Termination . The Board of Directors has the right by written resolution to amend, suspend, or terminate the Plan at any time. However, no amendment, suspension, or termination will apply to an employee who already is a Participant in the Plan without his express written consent.

7.6. Power to Delegate Board Authority . The Board of Directors may, in its sole discretion, delegate to any person or persons all or part of its authority and responsibility under the Plan, including, without limitation, the authority to amend the Plan.

7.7. Headings . The headings used in this document are for convenience of reference only and may not be given any weight in interpreting any provision of the Plan.

7.8. Severability . If any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity of that provision will not affect the remaining provisions of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had never been included in the Plan.

7.9. Governing Law . The Plan will be construed, administered, and regulated in accordance with the laws of the Commonwealth of Pennsylvania, except to the extent that those laws are preempted by federal law.

7.10. Complete Statement of Plan . This Plan supersedes the Prior Plan with respect to the Participants. This Plan contains a complete statement of its terms. The Plan may be amended, suspended, or terminated only in writing and then only as provided in Section 7.5. A Participant’s right to any benefit of a type provided under the Plan will be determined solely in accordance with the terms of the Plan. No other evidence, whether written or oral, will be taken into account in interpreting the provisions of the Plan. Notwithstanding the preceding provisions of this Section 7.10, for purposes of determining benefits with respect to a Participant, this Plan will be deemed to include (a) the provisions of the written agreement between the Company and the Participant executed in accordance with Section 2.3, and (b) the provisions of any other written agreement between the Company and the Participant to the extent such other agreement explicitly provides for the incorporation of some or all of its terms into this Plan.

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Section 8. Terms Used in the Plan. 8.1. Gender and Number . Words used in the masculine gender in the Plan are intended to include the feminine and neuter genders, where appropriate. Words used in the singular form in the Plan are intended to include the plural form, where appropriate, and vice versa.

8.2. Definitions . When used in capitalized form in the Plan, the following words and phrases have the following meanings, unless the context clearly indicates that a different meaning is intended:

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“ Accrued Benefit” means the benefit described in Section 3 or Appendix A, whichever is applicable.

“ Actuarial Equivalent” means the following: an amount or benefit is the “Actuarial Equivalent” of, or is “Actuarially Equivalent” to, another amount or benefit as of a specified date, if the Actuarial Present Value as of the specified date of the first amount or benefit equals the Actuarial Present Value as of the specified date of the second amount or benefit, when calculated using the same actuarial assumptions. Actuarial Equivalence under Section 3A will be determined as of the Participant’s Benefit Starting Date, and the resulting benefit will be expressed in the form of a Ten-Year Certain Life Annuity beginning on the Participant’s Benefit Starting Date. Actuarial Equivalence under Section 4.6 will be determined as of the Participant’s Benefit Starting Date, and the resulting benefit will be expressed in the form of a Ten-Year Certain Joint & Survivor Annuity beginning on the Participant’s Benefit Starting Date. Actuarial Equivalence under the definition of “Single Life Annuity” in this Section 8.2 will be determined as of the Beneficiary’s Benefit Starting Date, and the resulting benefit will be expressed in the form of a Single Life Annuity beginning on the Beneficiary’s Benefit Starting Date.

“Actuarial Present Value” means the value as of a specified date of an amount or a series of amounts due before or thereafter, where each amount is multiplied by the probability that the condition or conditions on which payment of the amount is contingent will be satisfied, and where each amount so multiplied is then increased (if due before) or discounted (if due thereafter) according to an assumed rate of interest to reflect the time value of money. Unless the Plan specifies otherwise, the mortality table and interest rate used to calculate the Actuarial Present Value of an amount or series of amounts will be the mortality table and interest rate in effect under section 417(e)(3)(A)(ii) of the Code 90 days before the Participant’s Benefit Starting Date.

“ Administrative Committee” means the Administrative Committee appointed to administer the JLG Industries, Inc. Employees’ Retirement Savings Plan. However, during the two-year period following a Change in Control, “Administrative Committee” means the trustee under the grantor trust maintained by the Company in connection with the Plan.

“ Annual Compensation” has the meaning assigned to that term in Section 3.3 or Appendix A, whichever is applicable.

“Applicable Percentage” has the meaning assigned to that term in Section 3.2 or Appendix A, whichever is applicable.

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“Associate” has the meaning assigned to that term for purposes of Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act.

“ Beneficial Owner” means the following: a Person is deemed to be the “Beneficial Owner” of, to “Beneficially Own,” and to have “Beneficial Ownership” of, any securities:

(1) which such Person or any of such Person’s Securities Law Affiliates or Associates beneficially owns, directly or indirectly;

(2) which such Person or any of such Person’s Securities Law Affiliates or Associates has (A) the right or obligation to acquire (whether such right or obligation is exercisable or effective immediately or only after the passage of time) pursuant to any agreement, arrangement, or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided that a Person shall not be deemed the “Beneficial Owner” of, or to “Beneficially Own,’” or to have “Beneficial Ownership” of, securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Securities Law Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement, or understanding (whether or not in writing); provided that a Person shall not be deemed the “Beneficial Owner” of, or to “Beneficially Own,” or to have “Beneficial Ownership” of, any security under this clause (B) if the agreement, arrangement, or understanding to vote such security (i) arises solely from a revocable proxy given in response

to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Securities Exchange Act, and (ii) is not also then reported by such Person on Schedule 13D under the Securities Exchange Act (or any comparable or successor report); or

(3) which are beneficially owned, directly or indirectly, by any other Person (or any Securities Law Affiliate or Associate thereof) with which such Person or any of such Person’s Securities Law Affiliates or Associates has any agreement, arrangement, or understanding (whether or not in writing) or with which such Person or any of such Person’s Securities Law Affiliates have otherwise formed a group for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (B)(i) of paragraph (2), above), or disposing of any securities of the Company.

“ Beneficiary” means the person designated in writing by a Participant to receive benefits under the Plan after the Participant’s death. If a Participant dies before his Benefit Starting Date and he has failed to designate a Beneficiary or his designated Beneficiary fails to survive him, his Beneficiary will be the person to whom he is married at the time of his death, or if he is not married at that time, his Beneficiary will be the executor of his will or the administrator of his estate. If a Participant who has elected a Ten-Year Certain Life Annuity dies on or after his Benefit Starting Date and he has failed to designate a Beneficiary or his Beneficiary fails to survive him, his Beneficiary will be the person to whom he is married at the time of his death, or if he is not married at that time, the Actuarial Present Value of the payments (if any) to be made after his death will be paid in an immediate lump sum to the executor of his will or the administrator of his estate. A Participant may revoke in writing a prior designation of a Beneficiary at any time before the earlier of the Participant’s death or his Benefit Starting Date. In addition, a Participant may revoke in writing a prior designation of a Beneficiary under a Ten-Year Certain Life Annuity at any time before the Participant’s death. A Beneficiary under a Ten-Year Certain Life Annuity or a Ten-Year Certain Fixed Annuity may designate in writing a person to receive any benefits due under the Plan after the Beneficiary’s death (a “Beneficiary’s Beneficiary” ). The Beneficiary may revoke this designation in writing at any time before his death.

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“Benefit Starting Date” means the date on which a Participant or Beneficiary is scheduled to begin receiving benefits under the Plan.

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

“ Change in Control” means the first to occur of the following events:

(1) an acquisition (other than directly from the Company) of securities of the Company by any Person, immediately after which such Person, together with all Securities Law Affiliates and Associates of such Person, becomes the Beneficial Owner of securities of the Company representing 25 percent or more of the Voting Power provided that, in determining whether a Change in Control has occurred, the acquisition of securities of the Company in a Non-Control Acquisition will not constitute an acquisition that would cause a Change in Control; or

(2) three or more directors, whose election or nomination for election is not approved by a majority of the members of the Incumbent Board then serving as members of the Board of Directors, are elected within any single 12-month period to serve on the Board of Directors; provided that an individual whose election or nomination for election is approved as a result of either an actual or threatened Election Contest or Proxy Contest, including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, will be deemed not to have been approved by a majority of the Incumbent Board for purposes of this definition; or

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(3) members of the Incumbent Board cease for any reason to constitute at least a majority of the Board of Directors; or

(4) approval by shareholders of the Company of:

(A) a merger, consolidation, or reorganization involving the Company, unless

(i) the shareholders of the Company, immediately before the merger, consolidation, or reorganization, own, directly or indirectly immediately following such merger, consolidation, or reorganization, at least 75 percent of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation, or reorganization in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation, or reorganization;

(ii) individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, or reorganization constitute at least a majority of the board of directors of the Surviving Corporation; and

(iii) no Person (other than (1) the Company or any Subsidiary thereof, (2) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, any Subsidiary thereof, or the Surviving Corporation, or (3) any Person who, immediately prior to such merger, consolidation, or reorganization, had Beneficial Ownership of securities representing 25 percent or more of the Voting Power) has Beneficial Ownership of securities representing 25 percent or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities;

(B) a complete liquidation or dissolution of the Company; or

(C) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary of the Company).

“ Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time.

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“ Company” means JLG Industries, Inc., and any successor to JLG Industries, Inc. Employment with the Company includes employment with any corporation, partnership, or other organization required to be aggregated with the Company under sections 414(b) and (c) of the Code.

“ Compensation Committee” means the Compensation Committee of the Board of Directors.

“ Disability Retirement Benefit” means the benefit described in Section 4.5.

“ Disabled” means entitled to receive benefits under a long-term disability plan maintained by the Company.

“ Early Retirement Benefit” means the benefit described in Section 4.3.

“Effective Date” means June 1, 1995.

“ Election Contest” means an election contest described in Rule 14a-11 promulgated under the Securities Exchange Act.

“Eligible Executive” means an employee of the Company who is an officer of the Company or who holds any other key position designated by the Compensation Committee in its sole discretion.

“Final Average Compensation” has the meaning assigned to that term in Section 3.3 or Appendix A, whichever is applicable.

“ Incumbent Board” means individuals who, as of the close of business on the Effective Date, are members of the Board of Directors; provided that, if the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least 75 percent of the Incumbent Board, such new director shall, for purposes of the Plan, be considered as a member of the Incumbent Board; provided further that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened Election Contest or other actual or threatened Proxy Contest, including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest.

“Late Retirement Benefit” means the benefit described in Section 4.2.

“ Late Retirement Date” means the first day of the month following the month in which a Participant retires from service with the Company, if he retires from service with the Company after his Normal Retirement Date.

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“ Non-Control Acquisition” means an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any of its Subsidiaries, (2) the Company or any of its Subsidiaries, or (3) any Person in connection with a Non-Control Transaction.

“Non-Control Transaction” means any transaction described in clauses (4)(A)(i) through (iii) of the definition of “Change in Control.”

“ Normal Retirement Benefit” means the benefit described in Section 4.1.

“ Normal Retirement Date” means the first day of the month following the month in which a Participant reaches age 62, unless a Change in Control occurs, in which case Normal Retirement Date means the first day of the month following the month in which the Participant reaches age 60. In the case of a Participant who dies before reaching his Normal Retirement Date, Normal Retirement Date means the day on which the Participant would have reached his Normal Retirement Date had he not died.

“Participant” means a member of a select group of management or highly compensated employees of the Company who has become a participant in the Plan under Section 2.

“Person” means any individual, firm, corporation, partnership, joint venture, association, trust, or other entity.

“ Plan” means the JLG Industries, Inc. Supplemental Executive Retirement Plan as set forth in this document.

“Preretirement Death Benefit” means the benefit described in Section 5.1.

“ Prior Plan” means an individual agreement (customarily denominated a “Deferred Compensation Benefit Agreement”) between the Company and the employee that provides for unfunded deferred compensation benefits and certain other benefits specified in the agreement.

“ Proxy Contest” means a solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors.

“ Retirement Benefit” means a Normal Retirement Benefit, a Late Retirement Benefit, an Early Retirement Benefit, a Vested Retirement Benefit, or a Disability Retirement Benefit.

“ Section” means a section of this Plan. For example, a reference to Section 2 includes a reference to Sections 2.1 through 2.3, while a reference to Section 2.1 is intended as a reference to Section 2.1 only.

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“ Securities Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.

“Securities Law Affiliate” means an “affiliate” as defined for purposes of Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act.

“Single Life Annuity” means an annuity payable in equal monthly installments to a Beneficiary, beginning with the calendar month in which the Beneficiary’s Benefit Starting Date occurs and ending with the calendar month in which the Beneficiary dies. The Single Life Annuity payable to a Beneficiary will be the Actuarial Equivalent of the Preretirement Death Benefit that the Beneficiary could have elected to receive in the form of a Ten-Year Certain Fixed Annuity beginning on the same day.

“ Social Security Retirement Age” means the earliest age at which the Participant is entitled to begin receiving federal Social Security old-age benefits. In the case of a Participant who dies before reaching his Social Security Retirement Date, Social Security Retirement Date means the day on which the Participant would have reached his Social Security Retirement Date had he not died.

“Subsidiary” of any Person means any corporation or other entity of which at least 80 percent (or such lesser percentage as the Administrative Committee may determine) of the voting power of the voting equity securities or voting interest therein is owned, directly or indirectly, by such Person.

“ Surviving Corporation” means a corporation resulting from a merger, consolidation, or reorganization described in paragraph (4)(A)(i) of the definition of “Change in Control.”

“Ten-Year Certain Fixed Annuity” means an annuity payable in 120 monthly installments that are equal to the first 120 monthly installments that would have been paid to the Participant (had he not died) under a Ten-Year Certain Life Annuity that began on the Beneficiary’s Benefit Starting Date. The 120 monthly installments will be paid to the Beneficiary, unless the Beneficiary dies before all 120 monthly installments have been paid, in which case the Actuarial Present Value of the remaining installments will be paid to the Beneficiary’s Beneficiary in an immediate lump sum.

Section 9. Code Section 409A Grandfathering Provisions. 9.1. General Grandfathering Rule . Retirement Benefits shall be grandfathered to the maximum extent permitted pursuant to Code Section 409A, subject to this Section 9.

9.2. 409A Grandfathered Benefit Amount . A Participant’s 409A grandfathered benefit amount is the Actuarial Present Value of the Participant’s vested Accrued Benefit, as described in Section 3 or Appendix A, whichever is applicable, as of December 31, 2004, which amount shall be determined in accordance with Treasury Regulation 1.409A-6(a)(3) as of each date such benefit is valued for purposes of determining the Executive’s 409A grandfathered benefit amount. The Actuarial Present Value of the required reductions described in Section 3.4 or Appendix A, as applicable, shall also be determined as of December 31, 2004, and other applicable valuation dates, for purposes of this determination. For purposes of calculating the Actuarial Present Value of the Participant’s 409A grandfathered benefit amount, actuarial assumptions used shall be the same as those used to determine Actuarial Present Value under the Plan, treating each valuation date as a Benefit Starting Date for purposes of that definition.

9.3. Payment of Grandfathered Benefit Amount . The Retirement Benefits attributable to a Participant’s 409A grandfathered benefit amount shall be paid at such times and in such form as permitted by the terms of the Plan as in effect on October 1, 2004, which terms and conditions shall not be materially amended after that date.

9.4. 409A Non-Grandfathered Benefit Amount . A Participant’s 409A non-grandfathered benefit amount is the Actuarial Present Value of the Participant’s Accrued Benefit hereunder less the Participant’s 409A grandfathered benefit amount, as of each date such benefit is valued for purposes of determining the non-grandfathered amount, determined in the same manner and with the same actuarial assumptions that are used in the calculation of the 409A grandfathered benefit amount. Notwithstanding any other provisions of the Plan to the contrary, the Retirement Benefits attributable to a Participant’s 409A non-grandfathered benefit amount (“Non-Grandfathered Retirement Benefits”) shall be paid in accordance with the following terms and conditions:

“ Ten-Year Certain Joint & Survivor Annuity” means an annuity payable in equal monthly installments to the Participant, beginning with the calendar month in which his Benefit Starting Date occurs and ending with the calendar month in which he dies, and thereafter in equal monthly installments of the same or a lesser amount to his surviving Beneficiary (if any), beginning with the calendar month following the calendar month in which he dies and ending with the calendar month in which the Beneficiary dies, provided that if the Participant and his Beneficiary both die before the end of the 120-month period that begins on the Participants Benefit Starting Date, the Actuarial Present Value of the additional monthly installments that would have been paid to the last to survive of the Participant and his Beneficiary (had the last survivor not died until the end of the 120-month period) will be paid in an immediate lump sum to the executor of the last survivor’s will or the administrator of the last survivor’s estate. At the time he elects a Ten-Year Certain Joint & Survivor Annuity, the Participant must designate a named natural person as his Beneficiary and must specify whether the monthly amount payable to the Beneficiary will be 50 or 100 percent of the monthly amount payable to him under the Ten-Year Certain Joint & Survivor Annuity. After his Benefit Starting Date, the terms of his election may not be changed or revoked.

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“ Ten-Year Certain Life Annuity” means an annuity payable in monthly installments to the Participant, beginning with the calendar month in which his Benefit Starting Date occurs and ending with the calendar month in which he dies, provided that if he dies before the end of the 120-month period that begins on his Benefit Starting Date, the monthly installments will be continued to his Beneficiary, beginning with the calendar month following the calendar month in which the Participant dies and ending with the calendar month in which the 120-month period ends. Except as required under Section 3.4(e) and (f), the monthly installments payable under a Ten-Year Certain Life Annuity will be equal in amount.

“ Year of Service” has the meaning assigned to that term under the JLG Industries, Inc. Employees’ Retirement Savings Plan. To the extent the Company awards any additional service credit under the JLG Industries, Inc. Employees’ Retirement Savings Plan beyond the service required to be credited for vesting purposes under the savings plan, the additional service shall count as Years of Service under this Plan only to the extent expressly provided in a written resolution of the Board of Directors.

“ Vested Retirement Benefit” means the benefit described in Section 4.4.

“ Voting Power” means the voting power of all securities of the Company then outstanding generally entitled to vote for the election of directors of the Company.

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

(b) Non-Grandfathered Retirement Benefits shall be payable commencing at the following times and in the indicated form of payment:

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Distribution Event

Timing of Payment of Non- Grandfathered Retirement

Benefits

Form of Payment of Non- Grandfathered Retirement

Benefits

Separation from Service with Payment of benefits commences on the Payment is to be in one of the entitlement to Non-Grandfathered first day of the seventh month following forms of annuity payment: Retirement Benefits; age 55 is following the month in which the Ten-Year Certain Fixed attained before or after Separation Separation from Service requirement Ten-Year Certain Joint and from Service. has been met or, if later, age 55 is Survivor

attained. Ten-Year Certain Life Participant shall select the form of annuity under Plan rules. Each annuity shall be of Actuarial Equivalent value as to the other forms and meet the requirements of Code Section 409A and Treasury Regulation 1.409A-2(b)(2)(ii).

Death before Benefit Starting Date Section 5.1, Lump Sum Benefit, Payment is to be in the form of a governs payment of the Participant’s single lump sum payment to the preretirement death benefit Participant’s Beneficiary. attributable to the Participant’s Non-Grandfathered Retirement Benefits, but a Beneficiary who is the surviving spouse of the Participant is not entitled to make an annuity election under Section 5.2 with respect to such amount.

(c) Plan provisions shall provide guidance for the administration of the Plan with respect to Non-Grandfathered Retirement Benefits to the extent they are consistent with the requirements of this Section 9.

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(d) The term “Separation from Service” means, as to each Participant, the termination of employment of such Participant with the Company and all of its 409A affiliates or, if the Participant continues to provide services following his or her termination of employment, such later date as is considered a separation from service from the Company and its 409A affiliates within the meaning of Code Section 409A. Specifically, if the Participant continues to provide services to the Company or a 409A affiliate in a capacity other than as an employee, such shift in status is not automatically a Separation from Service. Termination of employment, for this purpose, means a termination of employment of the Participant when the Company and the Participant reasonably anticipate that no further services will be performed by the Participant for the Company and its 409A affiliates or that the level of bona fide services the Participant will perform as an employee of the Company and its 409A affiliates will permanently decrease to no more than 20 percent of the average level of bona fide services performed by the Participant (whether as an employee or independent contractor) for the Company and its 409A affiliates over the immediately preceding 36-month period (or such lesser period of services). The Participant’s termination of employment shall be presumed not to occur where the level of bona fide services performed by the Participant for the Company and its 409A affiliates continues at a level that is 50 percent or more of the average level of bona fide services performed by the Participant (whether as an employee or independent contractor) for the Company and its 409A affiliates over the immediately preceding 36-month period (or such lesser period of service). No presumption applies to a decrease in services that is more than 20 percent but less than 50 percent, and in such event, whether the Participant has had a termination of employment will be determined in good faith by the Company based on the facts and circumstances in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant takes a leave of absence for purposes of military leave, sick leave or other bona fide leave of absence, then

9.5. Compliance with Internal Revenue Code Section 409A . The Company intends the terms of the Plan to be in compliance with Section 409A of the Code. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Section 409A of the Code. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Section 409A of the Code. If any amount of a Participant’s 409A non-grandfathered benefit amount may be includible in income under Code Section 409A, the Administrative Committee shall, in consultation with the Participant, modify the terms of the Plan applicable to such affected Participant’s benefits in the least restrictive manner reasonably available to comply with the provisions of Code Section 409A, taking into account any other applicable Code provisions and without diminution in the value of the payments to the Participant or the Participant’s Beneficiary. In order to avoid an additional tax on payments that may be payable or benefits that may be provided under the Plan and that constitute deferred compensation that is not exempt from Section 409A of the Code, each Participant shall make a reasonable, good faith effort to collect any payment or benefit to which the Participant believes the Participant is entitled hereunder no later than 90 days after the latest date upon which the payment could have been made or benefit provided under the Plan, and if the payment or benefit is not paid or provided, then the Participant shall take further enforcement measures within 180 days after such latest date.

APPENDIX A Accrued Benefit of Participants Before September 6, 2000

A.1. Introduction . The Plan was amended effective September 6, 2000, to change the formula for determining the Accrued Benefit of individuals who first became Participants on or after September 6, 2000. The Accrued Benefit of individuals who first became Participants before September 6, 2000 (“Prior Participants”) continues to be determined under the formula in effect before the amendment. This Appendix A describes the method of determining the Accrued Benefit of Prior Participants. Except as provided in Appendix A, Prior Participants remain subject to the regular provisions of the Plan, as amended from time to time.

A.2. Definitions . A Prior Participant’s Accrued Benefit under the Plan is a monthly benefit equal to the Applicable Percentage of his Final Average Compensation, payable in the form of a Ten-Year Certain Life Annuity beginning on his Normal Retirement Date, and reduced in accordance with Section A.5. Actuarial Equivalence under Section A.5 will be determined as of the Prior Participant’s Normal Retirement Date, and the resulting benefit will be expressed in the form of a Ten-Year Certain Life Annuity beginning on the Prior Participant’s Normal Retirement Date.

the Participant will not be deemed to have incurred a Separation from Service for the first six 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; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to 29 months without causing a termination of employment. The term “409A affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Section 414(b) of the Code, or that is under common control with the Company within the meaning of Section 414(c) of the Code; provided, however, that the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

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(e) Within thirty (30) days after the Participant has incurred a Separation from Service with entitlement to Non-Grandfathered Retirement Benefits and attained at least age fifty-five (55), the Administrative Committee shall provide to the Participant an Annuity Election Form that includes periodic payment values for such benefit to be paid over the available periods, to the extent applicable. The Participant may request alternative annuity calculations based on other appropriate assumptions or joint annuitants at any time after receiving the Annuity Election Form and before payments of the annuity commence. The completed Annuity Election Form, together with any required proof of birth dates requested by the Administrative Committee, must be filed with the Committee not later than two (2) weeks prior to the annuity payment commencement date in order to be effective. If a complete and timely Annuity Election Form is not filed with the Administrative Committee, then periodic annuity payments shall be made for the life expectancy of the Participant on a Ten-Year Certain and Life basis. The form of annuity payment may not be changed after annuity payments have commenced.

JLG INDUSTRIES, INC. Attest: __________________________________ By: __________________________________ Title: __________________________________ Title: __________________________________

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A.3. Applicable Percentage . A Prior Participant’s Applicable Percentage is the percentage specified by the Compensation Committee with respect to the Prior Participant for purposes of the Plan and reflected in the written agreement between the Company and the Prior Participant executed in accordance with Section 2.3.

A.4. Final Average Compensation . A Prior Participant’s Final Average Compensation is one-twelfth the average of his Annual Compensation for the 2 consecutive or nonconsecutive calendar years during which the average of his Annual Compensation is the highest. The Annual Compensation of a Prior Participant for a calendar year is the amount of the Prior Participant’s base salary for the calendar year and the amount of any cash bonus paid to him in the calendar year, each including (i) amounts that are contributed, at the election of a Prior Participant, on behalf of the Prior Participant to a cafeteria plan or a cash or deferred arrangement and not included in the Prior Participant’s gross income for federal income tax purposes by reason of section 125 or 402(e)(3) of the Code and (ii) compensation deferred under the JLG Industries, Inc. Executive Deferred Compensation Plan (or any successor thereto). Annual Compensation earned more than 10 years before the year in which the Prior Participant’s employment with the Company terminates is ignored. Annual Compensation does not include any amount realized as a result of the grant, modification, or exercise of a stock option.

A.5. Required Reductions . The monthly installments otherwise included in a Prior Participant’s Accrued Benefit will be reduced as follows:

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(a) First, each monthly installment will be reduced by the monthly amount of a benefit that is the Actuarial Equivalent of all employer-provided benefits the Prior Participant has received, is receiving, or is expected to receive under any defined benefit plan (other than this Plan), regardless of whether the defined benefit plan is maintained by the Company or another employer, including an unrelated employer. Employer-provided benefits provided to an alternate payee under a domestic relations order will be treated as if they were provided to the Prior Participant.

(b) Second, each monthly installment will be further reduced by the monthly amount of a benefit that is the Actuarial Equivalent of all employer-provided account balances accumulated on the Prior Participant’s behalf under any defined contribution plan, regardless of whether the defined contribution plan is maintained by the Company or another employer, including an unrelated employer. Employer-provided account balances do not include any portion of an account balance attributable to salary reduction contributions made by the Prior Participant, regardless of whether the contributions are made on a pre-tax or an after-tax basis. Account balances will be determined as of 30 days before the Prior Participant’s Benefit Starting Date. Distributions previously made from the Prior Participant’s accounts will be taken into account, plus interest from the date of distribution. Employer-provided account balances provided to an alternate payee under a domestic relations order will be treated as if they were provided to the Prior Participant.

(c) Third, each monthly installment will be further reduced by the monthly amount of a benefit that is the Actuarial Equivalent of the Prior Participant’s Company Contribution Subaccount (within the meaning of the JLG Industries, Inc. Executive Deferred Compensation Plan), if any, and any investment return (or loss) credited to such subaccount pursuant to section 3.3 of such plan. The balance in the Prior Participant’s subaccount will be determined as of 30 days before the Prior Participant’s Benefit Starting Date. Previous distributions attributable to the Prior Participant’s accounts will be taken into account, plus interest from the date of distribution.

(d) Fourth, after the preceding reductions have been made, each monthly installment that is scheduled to be made after the Prior Participant reaches Social Security Retirement Age will be further reduced by one-half the monthly amount of the federal Social Security old-age benefit he is entitled to begin receiving on his Social Security Retirement Age.

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(e) Fifth, if the Prior Participant elects to begin receiving benefits before his Normal Retirement Date, the monthly installment resulting after the preceding reductions have been made will be further reduced by one-half of one percent for each month during which benefits are scheduled to be paid before his Normal Retirement Date.

(f) Sixth, after the preceding reductions have been made, the resulting monthly installment will be further reduced by multiplying it by the Prior Participant’s Vested Percentage. The Vested Percentage is 100 percent in the case of a Prior Participant with 5 or more Years of Service, 75 percent in the case of a Prior Participant with 4 but less than 5 Years of Service, 50 percent in the case of a Prior Participant with 3 but less than 4 Years of Service, 25 percent in the case of a Prior Participant with 2 but less than 3 Years of Service, and zero percent in the case of a Prior Participant with less than 2 Years of Service. A Prior Participant is deemed to have completed 5 Years of Service if he dies or becomes Disabled, or if a Change in Control occurs, before his Benefit Starting Date.

(g) Seventh, after the preceding reductions have been made, each monthly installment made during a month for which the Prior Participant receives benefits under a long-term disability plan maintained by the Company will be further reduced by the amount of the

employer provided long-term disability benefit he receives for that month.

JLG Industries, Inc. Executive Deferred Compensation Plan

_________________

As Amended and Restated Effective November 1, 2003 (As Amended and Restated Effective December 31, 2008)

JLG Industries, Inc. Executive Deferred Compensation Plan

As Amended and Restated Effective November 1, 2003 (As Amended and Restated Effective December 31, 2008)

TABLE OF CONTENTS

Page Section 1. Establishment and Purpose 1 1.1 Establishment 1 1.2 Purpose 1 Section 2. Participation by Eligible Executives 1 2.1 Election of Benefits 1 2.2 Advance Election 1 2.3 Election Filing Deadline 1 2.4 Irrevocable Election 2 2.5 Form and Content of Election 2 2.6 Form of Payment 2 Section 3. Accounts 2 3.1 Accounts 2 3.2 Company Contributions 3 3.3 Investment Return 3 3.4 Treatment Under SERP 4 3.5 Vesting of Accounts 4 Section 4. Distributions of Amounts Credited Under Section 3.1 5 4.1 Payment 5 4.2 Death of Participant 5 4.3 Hardship Distributions 6 4.4 Effect of Distributions on Investment Return 6

i

ii

JLG INDUSTRIES, INC. EXECUTIVE DEFERRED COMPENSATION PLAN

As Amended and Restated Effective November 1, 2003 (As Amended Effective December 31, 2008)

Section 1. Establishment and Purpose.

Section 5. Deferrals of Equity-Based Awards 6 5.1 Election to Defer 6

Section 6. Nature of Participant’s Interest in Plan 7 6.1 No Right to Assets 7 6.2 No Right to Transfer Interest 7 6.3 No Employment Rights 7 6.4 Withholding and Tax Liabilities 7 Section 7. Administration, Interpretation, and Modification of Plan 8 7.1 Plan Administrator 8 7.2 Powers of Committee 8 7.3 Finality of Committee Determinations 8 7.4 Required Information 8 7.5 Incapacity 8 7.6 Amendment, Suspension, and Termination 9 7.7 Power to Delegate Authority 9 7.8 Headings 9 7.9 Severability 9 7.10 Governing Law 9 7.11 Complete Statement of Plan 9 Section 8. Definitions 10 8.1 Gender and Number 10 8.2 Definitions 10 Section 9. Code Section 409A Grandfathering Provisions 12 9.1 General Grandfathering Rule 12 9.2 409A Grandfathered Account Balance 12 9.3 Payment of 409A Grandfathered Account Balance 12 9.4 409A Non-Grandfathered Account Balance 13 9.5 Payment of 409A Non-Grandfathered Account upon Separation from Service 13 9.6 Payment of 409A Non-Grandfathered Account upon Death 14 9.7 Separation from Service 14 9.8 Compliance with Internal Revenue Code Section 409A 15 APPENDIX A 16 RATE OF RETURN INDICES 16 Appendix B INTERNAL REVENUE CODE SECTION 409A TRANSITION RULE ELECTION 17

1.1 Establishment . Effective October 1, 1996, the Company established the Plan for the benefit of the Participants. The Plan has been amended and restated effective November 1, 2003, and effective December 31, 2008.

1.2 Purpose . The Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation to a select group of management and highly compensated employees. The Plan permits Participants to elect to defer payment of part or all of their Compensation until their termination of employment with the Company in accordance with the terms of the Plan.

Section 2. Participation by Eligible Executives. 2.1 Election of Benefits . An Eligible Executive may become a Participant in the Plan by electing to defer, until his termination of employment with the Company, receipt of part or all of the Compensation to be paid to him by the Company.

2.2 Advance Election . An election to defer the receipt of Compensation hereunder shall apply only to Compensation earned after the date the Participant’s election is filed with the Administrative Committee.

2.3 Election Filing Deadline . Except as provided in the following two sentences, an election to defer Compensation, other than Bonus Compensation, earned in a calendar year shall be filed with the Administrative Committee before the calendar year begins, and an election to defer Bonus Compensation earned in a Fiscal Year shall be filed with the Administrative Committee on or before March 31 of the Fiscal Year with respect to which the Bonus Compensation is earned. An Eligible Executive may file the requisite election to defer Compensation earned thereafter before the expiration of 30 days from the initial effective date of the Plan. An Eligible Executive who is newly hired or otherwise newly eligible may file the requisite election to defer Compensation earned thereafter before the expiration of 30 days from either (a) his initial date of employment, if the Eligible Executive is a new hire, or (b) his initial date of eligibility, if the Eligible Executive is newly eligible to participate in the Plan.

2.4 Irrevocable Election . Once filed, an election to defer Compensation shall be irrevocable and shall remain in effect until the end of the calendar year or Fiscal Year to which it pertains. Such election shall automatically apply to each subsequent calendar year or Fiscal Year unless the Participant, before the beginning of the calendar year or on or before March 31 of the Fiscal Year, revokes his prior election. In that event, he may file a new election with the Administrative Committee before the beginning of the calendar year or on or before March 31 of the Fiscal Year in accordance with Sections 2.3 and 2.5 hereof. An Eligible Executive who does not elect to defer Compensation in one calendar year or Fiscal Year may elect to defer Compensation in any subsequent calendar year or Fiscal Year, provided he remains an Eligible Executive, by electing to defer Compensation in accordance with this Section 2.

2.5 Form and Content of Election . An election to defer Compensation hereunder shall be in writing, in a form acceptable to the Administrative Committee, and shall specify the portion of the Participant’s Compensation to be deferred.

2.6 Form of Payment . A Participant electing to defer Compensation hereunder also shall elect as to whether such deferred Compensation shall be paid (a) in a single lump sum, or (b) in annual installments over a period elected by the Participant, not to exceed fifteen years. An election of form of payment hereunder shall be in writing in a form acceptable to the Administrative Committee, and shall be effective as of the date the form is filed with the Administrative Committee. The election on file with the Administrative Committee on the date of the Participant’s termination of employment with the Company shall govern the payment of all amounts deferred hereunder provided that the election has been in effect for more than one year (365 days). If the election has not been in effect for more than one year (365 days), the entire amount deferred hereunder shall be paid in a single lump sum. The provisions of this Section are further restricted by Section 9.

Section 3. Accounts. 3.1 Accounts . The Company shall maintain for bookkeeping purposes an Account in the name of each Participant. Each Account shall have a Deferred Compensation Subaccount to which shall be credited amounts deferred under Section 2 hereof, plus amounts as provided in Section 3.3 hereof. Each Account also shall have a Company Contribution Subaccount to which shall be credited amounts as provided in Sections 3.2 and 3.3 hereof. Any references herein to Compensation that is deferred pursuant to the Plan shall be deemed to include all amounts credited to the Participant’s Deferred Compensation Subaccount and Company Contribution Subaccount.

3.2 Company Contributions . As of the last day of each calendar year, the Administrative Committee shall credit an additional amount to the Compensation that each Participant has deferred hereunder equal to the amount, if any, that the Company would have

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contributed to the Savings Plan on behalf of the Participant with respect to that year as a Matching Contribution (as defined in Section 5.1 of the Savings Plan), if any, and a Profit-Sharing Contribution (as defined in Section 5.2 of the Savings Plan), if any, had the Limitations not applied to the Participant with respect to his participation in the Savings Plan during that year; provided, however, that the Participant shall be credited with the amount that the Company would have contributed to the Savings Plan on behalf of the Participant with respect to the year as a Matching Contribution (as defined in Section 5.1 of the Savings Plan) only to the extent that the amount the Participant elected to defer for the year under Article 2 hereof is equivalent to the amount that the Participant would have had to contribute to the Savings Plan (had he not been prevented from doing so by the Limitations) to receive the related Matching Contribution under the Savings Plan.

3.3 Investment Return.

(a) Rate of Return Indices . The Administrative Committee shall select and maintain one or more rate of return indices as specified on Appendix A attached hereto as amended from time to time. To the extent Compensation deferred hereunder is allocated to one or more of the rate of return indices, the Compensation shall be credited with the applicable investment return (or loss) that such Compensation would have earned if it were invested in the specified index.

(b) Designation of Investment Return .

(c) Crediting Investment Returns . The balance credited to the Participant’s Account as of the last day of the prior month and allocated to one or more rate of return indices shall be credited with the applicable investment return (or loss) as of the last day of the month of crediting. All references herein to Compensation that is deferred pursuant to the Plan shall be deemed to include such deferred Compensation plus any investment return (or loss) credited pursuant to this Section 3.3.

3.4 Treatment Under SERP . Amounts credited to a Participant’s Company Contribution Subaccount, if any, pursuant to Section 3.2 hereof, and any investment return (or loss) credited to such amounts pursuant to Section 3.3 hereof, shall be used to reduce monthly installments under the SERP pursuant to Section 3.4(d) of the SERP. Amounts credited to a Participant’s Deferred Compensation Subaccount pursuant to Section 2 hereof, and any investment return (or loss) credited to such amounts pursuant to Section 3.3 hereof, shall not be taken into account under Section 3.4(d) of the SERP.

3.5 Vesting of Accounts.

(a) Subject to the limitations of Section 6 hereof, balances credited to Participants’ Deferred Compensation Subaccounts, and balances credited to the Company Contribution Subaccounts of Eligible Executives who became Participants before August 1, 1997, shall be nonforfeitable.

(i) Each Participant shall specify in writing, at the time he completes his election to participate under Section 2 hereof, and in a form acceptable to the Administrative Committee, how any amounts to be deferred hereunder in the future shall be allocated among the rate of return indices specified on Appendix A attached hereto.

(ii) The Administrative Committee may, in its discretion and from time to time, permit a Participant to change any election previously made with respect to the allocation of amounts to be deferred hereunder in the future, subject to such conditions and such limitations as the Administrative Committee may prescribe. Any such change in election shall be in a form acceptable to the Administrative Committee.

(iii) The Administrative Committee may, in its discretion and from time to time, permit a Participant to elect to reallocate amounts from one rate of return index to another, subject to such conditions and such limitations as the Administrative Committee may prescribe; provided that a Participant shall be permitted, at least once per calendar month, to reallocate amounts from one rate of return index to another. Any such reallocation election shall be in a form acceptable to the Administrative Committee.

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(iv) The Administrative Committee may require that any election under this Section 3.3 apply to the entire amount to which it pertains ( e.g. , 100% of the Participant’s future contributions) or to such percentage or percentages of that amount as the Administrative Committee may specify ( e.g. , increments of 5%).

(v) If a Participant fails to specify a rate of return index with respect to Compensation deferred hereunder, the Participant shall be presumed to have specified that his entire Account be allocated to the index determined by the Administrative Committee to represent the lowest risk of principal loss.

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(b) Effective for individuals who become Participants on or after August 1, 1997, amounts credited to such Participants’ Company Contribution Subaccounts pursuant to Section 3.2 hereof shall vest in accordance with the following vesting schedule based on the Participants’ Years of Service (as defined in Section 2.1 of the Savings Plan):

(c) A Participant’s Account shall become fully vested if the Participant’s employment terminates as a result of his retirement pursuant to the Savings Plan. A Participant’s Account also shall become fully vested if, while the Participant is still employed by the Company, (i) the Participant dies, (ii) the Participant becomes totally and permanently disabled, or (iii) the Participant had an account balance in the Plan on December 6, 2006, the date upon which a change in control of the Company occurred. If a Participant’s Account is not fully vested when his employment terminates, the non-vested portion of his Account shall be forfeited.

Section 4. Distributions of Amounts Credited Under Section 3.1. 4.1 Payment . The amount credited to a Participant’s vested Account pursuant to Section 3.1 hereof shall be paid, or payments shall commence, as soon as practicable following the Participant’s termination of employment with the Company. All such payments shall be made in cash. If the Participant elects to receive his deferred Compensation in annual installments, the amount of the first installment shall be the value of the deferred Compensation that is subject to such election on the date as of which the installment is paid, multiplied by a fraction, the numerator of which is one and the denominator of which is the total number of installments. The amount of each remaining installment shall be the value of the unpaid deferred Compensation that is subject to such election on the date as of which the installment is paid, multiplied by a fraction, the numerator of which is one and the denominator of which is the remaining number of installments to be paid. The provisions of this Section are further restricted by Section 9.

4.2 Death of Participant.

(a) Amount of Death Benefit . Any amount credited to a Participant’s vested Account under Section 3.1 hereof that is unpaid at the time of the Participant’s death shall be paid in a single lump sum to the Beneficiary designated by the Participant.

(b) Payment of Death Benefits . A distribution pursuant to this Section 4.2 shall be made to the Participant’s Beneficiary within 90 days after the Administrative Committee receives written notification of the Participant’s death, together with any additional information or documentation that the Administrative Committee determines to be necessary or appropriate before it makes the distribution.

4.3 Hardship Distributions . At any time, upon the written application of the Participant, the Administrative Committee may (i) reduce or eliminate the Participant’s future deferrals of Compensation hereunder, or (ii) accelerate and pay in a lump sum to the Participant all or part of the balance of the Compensation credited to the Participant’s vested Account under Section 3.1 hereof, or both, if the Administrative Committee finds, in its sole discretion, that the Participant has incurred or will incur a severe financial hardship. A severe financial hardship is an unforeseeable emergency resulting from any of the following:

(a) An illness or accident of the Participant, his spouse or dependent (as defined in Code Section 152);

(b) 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

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

In such circumstances, the Administrative Committee shall reduce or eliminate the future deferrals and/or accelerate the payment only to the extent reasonably necessary to eliminate or to avoid the severe financial hardship.

4.4 Effect of Distributions on Investment Return . If any amount credited to a Participant’s vested Account under Section 3.1 hereof is allocated to more than one rate of return index, any distribution of part, but not all, of such vested Account shall be debited pro rata from any return indices to which the Participant’s vested Account is allocated at the time of the distribution.

Full Years of Service Percentage 1 0% 2 25% 3 50% 4 100%

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Section 5. Deferrals of Equity-Based Awards. 5.1 Election to Defer. No deferrals of equity-based awards are permitted under this Plan after December 31, 2008.

Section 6. Nature of Participant’s Interest in Plan. 6.1 No Right to Assets . Participation in the Plan does not create, in favor of any Participant or Beneficiary, any right or lien in or against any asset of the Company. Nothing contained in the Plan, and no action taken under its provisions, will create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and a Participant or any other person. The Company’s promise to pay benefits under the Plan will at all times remain unfunded as to each Participant and Beneficiary, whose rights under the Plan are limited to those of a general and unsecured creditor of the Company.

6.2 No Right to Transfer Interest . Rights to benefits payable under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, or encumbrance. However, the Administrative Committee may permit a Participant or Beneficiary to enter into a revocable arrangement to pay all or part of his benefits under the Plan to a revocable grantor trust (a so-called “living trust”). In addition, the Administrative Committee may recognize the right of an alternate payee named in a domestic relations order to receive all or part of a Participant’s benefits under the Plan, but only if (a) the domestic relations order would be a “qualified domestic relations order” within the meaning of section 414(p) of the Code (if section 414(p) applied to the Plan), (b) the domestic relations order does not attempt to give the alternate payee any right to any asset of the Company, (c) the domestic relations order does not attempt to give the alternate payee any right to receive payments under the Plan at a time or in an amount that the Participant could not receive under the Plan, and (d) the amount of the Participant’s benefits under the Plan are reduced to reflect any payments made or due the alternate payee.

6.3 No Employment Rights . No provisions of the Plan and no action taken by the Company, the Board of Directors of the Company or of Oshkosh Corporation, or the Administrative Committee will give any person any right to be retained in the employ of the Company, and the Company specifically reserves the right and power to dismiss or discharge any Participant.

6.4 Withholding and Tax Liabilities . The amount of any withholdings required to be made by any government or government agency will be deducted from benefits paid under the Plan to the extent deemed necessary by the Administrative Committee. In addition, the Participant or Beneficiary (as the case may be) will bear the cost of any taxes not withheld on benefits provided under the Plan, regardless of whether withholding is required. The Company does not warrant that the Plan will be effective to defer the recognition of federal, state, or local tax with respect to any amount credited to a Participant’s Account.

Section 7. Administration, Interpretation, and Modification of Plan. 7.1 Plan Administrator. The Administrative Committee will administer the Plan.

7.2 Powers of Committee . The Administrative Committee’s powers include, but are not limited to, the power to adopt rules consistent with the Plan; the power to decide all questions relating to the interpretation of the terms and provisions of the Plan; the power to determine the number and nature of the rate of return indices specified on Appendix A attached hereto; the power to compute the amount of benefits that shall be payable to any Participant or Beneficiary in accordance with the provisions of the Plan, and in the event that the Administrative Committee determines that excessive benefits have been paid to any person, the Administrative Committee may suspend payment of future benefits to such person or his Beneficiary or reduce the amount of such future benefits until the excessive benefits and any interest thereon determined by the Committee have been recovered; and the power to resolve all other questions arising under the Plan (including, without limitation, the power to remedy possible ambiguities, inconsistencies, or omissions by a general rule or particular decision). The Administrative Committee has discretionary authority to exercise each of the foregoing powers. The Administrative Committee shall decide claims and appeals under the Plan pursuant to the claims procedures established for the JLG Industries, Inc. Employees’ Retirement Savings Plan.

7.3 Finality of Committee Determinations . Determinations by the Administrative Committee and any interpretation, rule, or decision adopted by the Administrative Committee under the Plan or in carrying out or administering the Plan will be final and binding for all purposes and upon all interested persons, their heirs, and their personal representatives.

7.4 Required Information . Any person eligible to receive benefits hereunder shall furnish to the Administrative Committee any

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information or proof requested by the Administrative Committee and reasonably required for the proper administration of the Plan. Failure on the part of any person to comply with any such request within a reasonable period of time shall be sufficient grounds for delay in the payment of any benefits that may be due under the Plan until such information or proof is received by the Administrative Committee. If any person claiming benefits under the Plan makes a false statement that is material to such person’s claim for benefits, the Administrative Committee may offset against future payments any amount paid to such person to which such person was not entitled under the provisions of the Plan.

7.5 Incapacity . If the Administrative Committee determines that any person entitled to benefits under the Plan is unable to care for his affairs because of illness or accident, any payment due (unless a duly qualified guardian or other legal representative has been appointed) may be paid for the benefit of such person to his spouse, parent, brother, sister, or other party deemed by the Administrative Committee to have incurred expenses for such person.

7.6 Amendment, Suspension, and Termination.

(a) Administrative Committee . The Administrative Committee has the right to amend, suspend, or terminate the Plan at any time; provided that no such amendment, suspension, or termination of the Plan shall divest any Participant of the balance credited to his Account as of the effective date of such amendment, suspension, or termination, except to the extent that an affected Participant consents in writing to the amendment, suspension, or termination. Termination of the Plan shall not give rise to accelerated vesting of any unvested portion of a Participant’s Account.

(b) Administrator . The Administrative Committee delegates to the Executive Vice President, Corporate Administration of Oshkosh Corporation, or such person’s designee, responsibility for the general operation and daily administration of the Plan, including the right to amend Appendixes A and B of the Plan.

7.7 Power to Delegate Authority.

(a) Administrative Committee . The Administrative Committee may, in its sole discretion, delegate to any person or persons all or part of its authority and responsibility under the Plan, including, without limitation, the authority to amend the Plan.

(b) Administrator . The designated administrator may, in its sole discretion, delegate to any person or persons all or part of its authority and responsibility under the Plan.

7.8 Headings. The headings used in this document are for convenience of reference only and may not be given any weight in interpreting any provision of the Plan.

7.9 Severability . If any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity of that provision will not affect the remaining provisions of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had never been included in the Plan.

7.10 Governing Law . The Plan will be construed, administered, and regulated in accordance with the laws of the Commonwealth of Pennsylvania, except to the extent that those laws are preempted by federal law.

7.11 Complete Statement of Plan . This Plan contains a complete statement of its terms. The Plan may be amended, suspended, or terminated only in writing and then only as provided in Section 7.6. A Participant’s right to any benefit of a type provided under the Plan will be determined solely in accordance with the terms of the Plan. No other evidence, whether written or oral, will be taken into account in interpreting the provisions of the Plan.

Section 8. Definitions. 8.1 Gender and Number . In order to shorten and to improve the understandability of the Plan document by eliminating the repeated usage of such phrases as “his or her” and “Executive or Executives,” any masculine terminology herein shall also include the feminine and neuter, and the definition of any term herein in the singular shall also include the plural, except when otherwise indicated by the context.

8.2 Definitions. The following words and phrases as used in the Plan have the following meanings:

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“ Account” means the bookkeeping account established for each Participant under Section 3.1 hereof. Each Account shall include a Deferred Compensation Subaccount and a Company Contribution Subaccount.

“ Administrative Committee” means the Human Resources Committee of the Board of Directors of Oshkosh Corporation. However, during the two-year period ending on December 6, 2008, “Administrative Committee” means the trustee under the grantor trust maintained by the Company in connection with the Plan.

“ Beneficiary” means the person designated by a Participant to receive benefits under the Plan after the Participant’s death. Such a designation shall be in writing in a form acceptable to the Administrative Committee, and shall be effective as of the date the form is filed with the Administrative Committee. If a Participant dies before receiving the entire amount due to him under the Plan, and he has failed to designate a Beneficiary or his designated Beneficiary fails to survive him, his Beneficiary will be the person to whom he is married at the time of his death, or if he is not married at that time, his Beneficiary will be the executor of his will or the administrator of his estate. A Participant may revoke a prior designation of a Beneficiary at any time before the Participant’s death by filing a new form with the Administrative Committee.

“Bonus Compensation” means cash compensation awarded under the JLG Industries, Inc. Management Incentive Plan that is also performance-based compensation within the meaning of Code Section 409A.

“ Code” means the Internal Revenue Code of 1986, as amended from time to time.

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“ Company” means JLG Industries, Inc., and any successor to JLG Industries, Inc. Employment with the Company includes employment with any corporation, partnership, or other organization required to be aggregated with the Company under sections 414(b) and (c) of the Code.

“ Company Contribution Subaccount” means the subaccount within the Participant’s Account to which Company Contributions are credited as described in Section 3.1 hereof.

“ Compensation” means the base salary that Eligible Executives may elect to defer under the Plan and includes Bonus Compensation. “Compensation” shall not include restricted shares; options, or gain on options; stock appreciation rights; settlement of deferred stock grants or restricted or performance stock units; or other equity-based awards.

“ Deferred Compensation Subaccount” means the subaccount within the Participant’s Account to which amounts deferred under Section 2 are credited as described in Section 3.1 hereof.

“ Effective Date” means November 1, 2003.

“Eligible Executive” means an employee of the Company who is an officer of the Company or who holds any other key position designated by the Administrative Committee in its sole discretion; provided that, on and after December 6, 2006, when a change in control of the Company occurred, each employee of the Company who was an Eligible Executive immediately before the change in control shall remain an Eligible Executive as long as the employee is employed by the Company.

“Fiscal Year” means the twelve-month period ending each September 30 th beginning September 30, 2007.

“ Limitations” means

(a) the limitations on contributions to defined contribution plans under sections 401(k), 401(m), 402(g), and 415(c) of the Code; and

(b) the limitations imposed by sections 401(a)(4), 401(a)(17), and 415(e) of the Code and by any other provision of the Code to the extent that such provision limits the amount of Pretax Contributions, Matching Contributions, and Profit-Sharing Contributions that otherwise would be made to the Savings Plan.

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“ Participant” means an Eligible Executive who becomes a participant in the Plan in accordance with Section 2.1 or Section 5.1 hereof and who has not been paid all Compensation deferred by the Participant under the Plan.

“Plan” means the “JLG Industries, Inc. Executive Deferred Compensation Plan” as set forth herein and as amended from time to time.

“Savings Plan” means the JLG Industries, Inc. Employees’ Retirement Savings Plan effective as of January 1, 1995, and

Section 9. Code Section 409A Grandfathering Provisions. 9.1 General Grandfathering Rule . Accounts shall be grandfathered to the maximum extent permitted pursuant to Code Section 409A, subject to this Section 9.

9.2 409A Grandfathered Account Balance . A Participant’s 409A grandfathered Account balance is the value of the Participant’s vested Account Balance as of December 31, 2004, which amount shall be determined in accordance with Treasury Regulation 1.409A-6(a)(3) as of each date such benefit is valued for purposes of determining the Executive’s 409A grandfathered Account balance.

9.3 Payment of 409A Grandfathered Account Balance . A Participant’s 409A grandfathered Account balance shall be paid at such times and in such form as permitted by the terms of the Plan as in effect on October 1, 2004, which terms and conditions shall not be materially amended after that date as they apply to such 409A grandfathered Account balance.

9.4 409A Non-Grandfathered Account Balance . Notwithstanding any other provisions of the Plan, effective December 31, 2008, a Participant’s 409A non-grandfathered Account balance is subject to this Section 9. A Participant’s 409A non-grandfathered Account balance is the value of the Participant’s Account balance hereunder less the Participant’s 409A grandfathered Account balance, as of each date the Participant’s Account is valued for purposes of determining the 409A non-grandfathered Account balance. Section 409A non-grandfathered Account balances shall be deemed to be part of an account balance plan of deferred compensation for purposes of Code Section 409A. Plan provisions shall provide guidance for the administration of the Plan with respect to 409A non-grandfathered account balances to the extent they are consistent with the requirements of this Section 9.

9.5 Payment of 409A Non-Grandfathered Account upon Separation from Service . Notwithstanding any other provisions of the Plan to the contrary, a Participant’s 409A non-grandfathered Account balance (“Non-Grandfathered Account”) shall be paid upon Separation from Service in (i) a single lump sum payment or (ii) in installments over two to 15 years in accordance with the following:

(a) Each Participant shall elect the form of payment under Plan rules not later than December 31, 2008, which election shall be irrevocable on and after that date. Such election is to be made pursuant to the special transition rule election available for this purpose under Code Section 409A. The election will not be treated as a change in the form or timing of a payment, or an acceleration of payment, under Code Section 409A. In the absence of a valid election of a form of payment by a Participant pursuant to this Section, payment shall be made in a single lump sum.

(b) Payment in a single lump sum payment 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 and 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 Non-Grandfathered Account as of the Valuation Date immediately preceding the distribution date.

(c) If payment 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 Non-Grandfathered 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.

as amended from time to time.

“ Securities Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.

“ SERP” means the JLG Industries, Inc. Supplemental Executive Retirement Plan effective as of March 31, 1995, and as amended from time to time.

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9.6 Payment of 409A Non-Grandfathered Account upon Death . Payment of any unpaid portion of a Participant’s Non-Grandfathered Account shall be made to the Participant’s Beneficiary within 90 days after the Administrative Committee receives written notification of the Participant’s death, together with any additional information or documentation that the Administrative Committee determines to be necessary or appropriate before it makes the distribution. Payment will be in the form of a single lump sum payment.

9.7 Separation from Service . The term “Separation from Service”means, as to each Participant, the termination of service as an independent contractor and/or as an employee (collectively referred to herein as “service”) of such Participant with the Company and all of its 409A affiliates or, if the Participant continues to provide services following his or her termination of service, such later date as is considered a separation from service from the Company and its 409A affiliates within the meaning of Code Section 409A. Specifically, if the Participant continues to provide services to the Company or a 409A affiliate in a capacity other than as an employee, or other than as an independent contractor, such shift in status is not automatically a Separation from Service. Separation from Service, for this purpose, means a termination of service of the Participant when the Company and the Participant reasonably anticipate that no further services will be performed by the Participant for the Company and its 409A affiliates or that the level of bona fide services the Participant will perform for the Company and its 409A affiliates will permanently decrease to no more than 20 percent of the average level of bona fide services performed by the Participant (whether as an employee or independent contractor) for the Company and its 409A affiliates over the immediately preceding 36-month period (or such lesser period of services). The Participant’s Separation from Service shall be presumed not to occur where the level of bona fide services performed by the Participant for the Company and its 409A affiliates continues at a level that is 50 percent or more of the average level of bona fide services performed by the Participant (whether as an employee or independent contractor) for the Company and its 409A affiliates over the immediately preceding 36-month period (or such lesser period of service). No presumption applies to a decrease in services that is more than 20 percent but less than 50 percent, and in such event, whether the Participant has had a Separation from Service will be determined in good faith by the Company based on the facts and circumstances in accordance with Code Section 409A. The term “409A affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Section 414(b) of the Code, or that is under common control with the Company within the meaning of Section 414(c) of the Code; provided, however, that the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

9.8 Compliance with Internal Revenue Code Section 409A . The Company intends the terms of the Plan to be in compliance with Section 409A of the Code. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Section 409A of the Code. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Section 409A of the Code. If any amount of a Participant’s 409A non-grandfathered Account balance may be includible in income under Code Section 409A, the Administrative Committee shall, in consultation with the Participant, modify the terms of the Plan applicable to such affected Participant’s Account in the least restrictive manner reasonably available to comply with the provisions of Code Section 409A, taking into account any other applicable Code provisions and without diminution in the value of the Account of the Participant or the Participant’s Beneficiary, if applicable. In order to avoid an additional tax on payments that may be payable or benefits that may be provided under the Plan and that constitute deferred compensation that is not exempt from Section 409A of the Code, each Participant and Beneficiary shall make a reasonable, good faith effort to collect any payment or benefit to which the Participant or Beneficiary believes he or she is entitled hereunder no later than 90 days after the latest date upon which the payment could have been made or benefit provided under the Plan, and if the payment or benefit is not paid or provided, then the Participant or Beneficiary shall take further enforcement measures within 180 days after such latest date.

APPENDIX A RATE OF RETURN INDICES

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JLG INDUSTRIES, INC. ATTEST: __________________________________ BY: __________________________________ TITLE: __________________________________ TITLE: __________________________________

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APPENDIX B INTERNAL REVENUE CODE SECTION 409A TRANSITION RULE ELECTION

JLG INDUSTRIES, INC. EXECUTIVE DEFERRED COMPENSATIO N PLAN Internal Revenue Code Section 409A. (Section 409A) requires that additions to my account in the JLG Industries, Inc. Executive Deferred Compensation Plan (Plan) after December 31, 2004, including net earnings on such account (my non-grandfathered account), may only be paid in a method (lump sum or installment) that is specified in advance of when the deferred amounts are earned.

Section 409A provides a transitional rule through December 31, 2008, however, which allows me to select, on a one-time irrevocable basis, the method by which my non-grandfathered account under the Plan (including amounts added after 2004) will be paid. This election is referred to as the Section 409A transitional rule election. It must be made not later than December 31, 2008.

Each participant in the Plan with a non-grandfathered account is requested to make this transitional rule election. If no election is made and filed with the Plan by December 31, 2008, the participant’s non-grandfathered account will be paid in a single lump sum payment following separation from service, at the time specified in Section 9.5(b) of the Plan. (Please note that balances accrued through December 31, 2004, including net earnings attributable to those amounts (the grandfathered account balance), remain subject to the terms of the Plan as in effect on that date, which allows changes to be made to the method of payment under less restrictive terms.)

SECTION 409A IRREVOCABLE TRANSITION RULE ELECTION The payment method for my non-grandfathered account balance in the Plan shall be the following:

Receipt Acknowledged

|_| One lump-sum, payable during January or July following the calendar year in which my separation from service (as defined in the Plan) occurs, pursuant to Section 9.5(b) of the Plan.

|_| In 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, or 15 (please circle one number) annual installments commencing during January or July following the calendar year in which my separation from service (as defined in the Plan) occurs, pursuant to Section 9.5(c) of the Plan, and continuing in the appropriate number of consecutive Januarys thereafter until fully paid.

By:______________________________ _________________________________ Director

_________________________________ _________________________________ Date Date

JLG INDUSTRIES, INC. EXECUTIVE SEVERANCE PLAN

_________________

As Amended and Restated Effective October 15, 2006

TABLE OF CONTENTS Section 1. Introduction 1 1.1. Establishment and History 1 1.2. Effective Date 1 1.3. Purpose 1 Section 2. Definitions and Construction 2 2.1. Definitions 2 2.2. Gender and Number 7 Section 3. Participation by Eligible Executives 8 3.1. Generally 8 3.2. Participation Agreement Required 8 Section 4. Severance Benefits 9 4.1. Basic Benefit 9 4.2. Gross-Up Payment 9 4.3. Medical and Life Insurance Benefits 12 4.4. SERP Benefit 12 4.5. SERP Rabbi Trust 14 4.6. Cash Bonus Award 14 4.7. Legal Expenses After a Change in Control 15 4.8. Dismissal 15 4.9. Application of Section 409A of the Code 17 Section 5. Covenants 18 5.1. Generally 18 5.2. Noncompetition 18 5.3. Interference with Business Relations 19 5.4. Return of Property; Intellectual Property Rights 19 5.5. Proprietary and Confidential Information 20 Section 6. Release 21 6.1. Generally 21 6.2. Time Limit for Providing Release 21 Section 7. Nature of Participant’s Interest in the Plan 22 7.1. No Right to Assets 22

SECTION 1. INTRODUCTION

7.2. No Right to Transfer Interest 22 7.3. No Employment Rights 22 7.4. Withholding and Tax Liabilities 22

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Section 8. Administration, Interpretation, and Modification of Plan 23 8.1. Plan Administrator 23 8.2. Powers of the Administrator 23 8.3. Finality of Committee Determinations 23 8.4. Incapacity 23 8.5. Amendment, Suspension, and Termination 23 8.6. Power to Delegate Authority 23 8.7. Headings 23 8.8. Severability 24 8.9. Governing Law 24 8.10. Complete Statement of Plan 24 Exhibit A-- Draft Release A-1

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1.1. Establishment and History .

The Company first established the Plan for eligible executives on June 1, 1995. The Plan was originally intended to replace the severance benefits that participants had under certain individual agreements (customarily denominated a “Deferred Compensation Benefit Agreement”) with the Company that provided for unfunded deferred compensation benefits and certain other benefits. Since the Plan was first adopted on June 1, 1995, it has been amended and restated several times.

1.2. Effective Date .

(a) This restatement of the Plan is effective October 15, 2006; provided, however, that any provision in this restatement intended to satisfy the requirements of Section 409A of the Code is effective January 1, 2005. Any individual who first becomes eligible to participate in the Plan on or after October 15, 2006, will participate in the Plan subject to the terms set forth in this restatement and the individual’s Participation Agreement.

(b) Any individual who participated in the Plan before October 15, 2006, will participate in the Plan subject to the terms set forth in this restatement and the individual’s Participation Agreement (and not subject to the terms of any earlier restatement or participation agreement) if the individual executes a new Participation Agreement in accordance with Section 3.2.

(c) Any individual who participated in the Plan before October 15, 2006, and who fails to execute a new Participation Agreement in accordance with Section 3.2 will continue to participate in the Plan subject to the terms set forth in the applicable earlier restatement of the Plan and his Participation Agreement (and not subject to the terms of this restatement other than the terms of this restatement that bring the earlier restatement of the Plan into compliance with Section 409A of the Code).

1.3. Purpose .

The Plan is an unfunded welfare plan maintained primarily for the purpose of providing severance pay benefits to a select group of management and highly compensated employees. The Plan is intended to avoid the adverse tax consequences of Section 409A of the Code.

SECTION 2. DEFINITIONS AND CONSTRUCTION

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2.1. Definitions .

When used in capitalized form in the Plan, the following words and phrases have the following meanings, unless the context clearly indicates that a different meaning is intended:

(a) “ Accounting Firm ” has the meaning provided in Section 4.2(c)(1).

(b) “ Administrative Committee ” means the Administrative Committee appointed to administer the JLG Industries, Inc. Employees’ Retirement Savings Plan. However, following a Change in Control, “Administrative Committee” means the trustee under the grantor trust maintained by the Company in connection with the Plan.

(c) “ Applicable Percentage ” and “ Applicable CIC Percentage ” are the percentages specified by the Compensation Committee with respect to the Participant that are reflected in the Participant’s Participation Agreement.

(d) “ Associate ” has the meaning assigned to that term for purposes of Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act.

(e) “ Beneficial Owner ” means the following: a Person is deemed to be the “Beneficial Owner” of, to “Beneficially Own,” and to have “Beneficial Ownership” of, any securities that:

(1) such Person or any of such Person’s Securities Law Affiliates or Associates beneficially owns, directly or indirectly;

(2) such Person or any of such Person’s Securities Law Affiliates or Associates has (A) the right or obligation to acquire (whether such right or obligation is exercisable or effective immediately or only after the passage of time) pursuant to any agreement, arrangement, or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided that a Person will not be deemed the “Beneficial Owner” of, or to “Beneficially Own,” or to have “Beneficial Ownership” of, securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Securities Law Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement, or understanding (whether or not in writing); provided that a Person will not be deemed the “Beneficial Owner” of, or to “Beneficially Own,” or to have “Beneficial Ownership” of, any security under this clause (B) if the agreement, arrangement, or understanding to vote such security (i) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Securities Exchange Act, and (ii) is not also then reported by such Person on Schedule 13D under the Securities Exchange Act (or any comparable or successor report); or

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(3) are beneficially owned, directly or indirectly, by any other Person (or any Securities Law Affiliate or Associate thereof) with which such Person or any of such Person’s Securities Law Affiliates or Associates has any agreement, arrangement, or understanding (whether or not in writing) or with which such Person or any of such Person’s Securities Law Affiliates or Associates have otherwise formed a group for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (B)(i) of paragraph (2), above), or disposing of any securities of the Company.

(f) “ Beneficiary ” means the person designated in writing by a Participant to receive all or a portion of his Severance Benefits under the Plan after he dies. If a Participant fails to designate a Beneficiary or his designated Beneficiary fails to survive him, his Beneficiary will be the person to whom he is married at the time of his death, or if he is not married at that time, his Beneficiary will be his estate. A Participant may revoke in writing a prior designation of a Beneficiary at any time before the Participant dies.

(g) “ Board of Directors ” means the Board of Directors of the Company.

(h) “ Cause” means, as determined by the Administrative Committee, disloyalty, mismanagement, abdication of job responsibility, or commission of a felony, any one of which results in significant injury to the business of the Company.

(i) “ Change in Control ” means the first to occur of the following events—

(1) an acquisition (other than directly from the Company) of securities of the Company by any Person, immediately after which such Person, together with all Securities Law Affiliates and Associates of such Person, becomes the Beneficial Owner of securities of the Company representing 25 percent or more of the Voting Power; provided that, in determining

whether a Change in Control has occurred, the acquisition of securities of the Company in a Non-Control Acquisition will not constitute an acquisition that would cause a Change in Control; or

(2) three or more directors, whose election or nomination for election is not approved by a majority of the members of the Incumbent Board then serving as members of the Board of Directors, are elected within any single 12-month period to serve on the Board of Directors; provided that an individual whose election or nomination for election is approved as a result of either an actual or threatened Election Contest or Proxy Contest, including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, will be deemed not to have been approved by a majority of the Incumbent Board for purposes of this definition; or

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(3) members of the Incumbent Board cease for any reason to constitute at least a majority of the Board of Directors; or

(4) approval by shareholders of the Company of:

(A) a merger, consolidation, or reorganization involving the Company, unless

(i) the shareholders of the Company, immediately before the merger, consolidation, or reorganization, own, directly or indirectly immediately following such merger, consolidation, or reorganization, at least 75 percent of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation, or reorganization in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation, or reorganization;

(ii) individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, or reorganization constitute at least a majority of the board of the directors of the Surviving Corporation; and

(iii) no Person (other than (1) the Company or any Subsidiary thereof, (2) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, any Subsidiary thereof, or the Surviving Corporation, or (3) any person who, immediately prior to such merger, consolidation, or reorganization, had Beneficial Ownership of securities representing 25 percent or more of the Voting Power) has Beneficial Ownership of securities representing 25 percent or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities;

(B) a complete liquidation or dissolution of the Company; or

(C) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary of the Company).

(j) “ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time.

(k) “ Company ” means JLG Industries, Inc., and any successor to JLG Industries, Inc. Employment with the Company includes employment with any corporation, partnership, or other organization required to be aggregated with the Company under sections 414(b) and (c) of the Code.

JLG Industries, Inc. Page 4 Executive Severance Plan October 15, 2006

(l) “ Company Payments ” has the meaning provided in Section 4.2(a).

(m) “ Compensation Committee ” means the Compensation Committee of the Board of Directors.

(n) “ Covered Compensation” is the compensation specified by the Compensation Committee with respect to the Participant that is reflected in the Participant’s Participation Agreement.

(o) “ Dismissed ” has the meaning provided in Section 4.8.

(p) “ Effective Date ” means October 15, 2006 except that the Effective Date for any provision in this restatement intended to satisfy the requirements of Section 409A of the Code is January 1, 2005.

(q) “ Election Contest ” means an election contest described in Rule 14a-11 promulgated under the Securities Exchange Act.

(r) “ Eligible Executive ” means an employee of the Company who (1) was covered by an agreement under a restatement of the Plan that was in effect prior to the Effective Date or (2) is an officer of the Company or holds any other key position designated

by the Compensation Committee in its sole discretion as eligible to participate in the Plan.

(s) “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

(t) “ Excise Tax ” means the excise tax imposed under section 4999 of the Code as described in Section 4.2(a).

(u) “ Executive Trust ” means the JLG Industries, Inc. Executive Trust.

(v) “ Good Reason ” has the meaning provided in Section 4.8(c).

(w) “ Gross-Up Payment ” has the meaning provided in Section 4.2.

(x) “ Incumbent Board ” means individuals who, as of the close of business on the Effective Date, are members of the Board of Directors; provided that, if the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least 75 percent of the Incumbent Board, such new director will, for purposes of the Plan, be considered as a member of the Incumbent Board; provided further that no individual will be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened Election Contest or other actual or threatened Proxy Contest, including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest.

(y) “ MIP ” means the JLG Industries, Inc. Annual Management Incentive Plan.

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(z) “ Non-Control Acquisition ” means an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any of its Subsidiaries, (2) the Company or any of its Subsidiaries, or (3) any Person in connection with a Non-Control Transaction.

(aa) “ Non-Control Transaction ” means any transaction described in clauses 4(A)(i) through (iii) of the definition of Change in Control.”

(bb) “ Participant ” means a member of a select group of management or highly compensated employees of the Company who has become a participant in the Plan under Section 2.

(cc) “ Participation Agreement ” has the meaning provided in Section 3.2.

(dd) “ Person ” means any individual, firm, corporation, partnership, joint venture, association, trust, or other entity.

(ee) “ Plan ” means the JLG Industries, Inc. Executive Severance Plan as amended and restated effective October 15, 2006, and set forth in this document.

(ff) “ Proxy Contest ” means a solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors.

(gg) “ Section ” means a section of this Plan and any subsections of that section.

(hh) “ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended and in effect from time to time.

(ii) “ Securities Law Affiliate ” means an “affiliate” as defined for purposes of Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act.

(jj) “ SERP ” means JLG Industries, Inc. Supplemental Executive Retirement Plan.

(kk) “ Severance Benefit” has the meaning provided in Section 4.1.

(ll) “ Subsidiary ” of any Person means any corporation or other entity of which at least 80 percent (or such lesser percentage as the Administrative Committee may determine) of the voting power of the voting equity securities or voting interest therein is owned, directly or indirectly, by such Person.

(mm) “ Surviving Corporation ” means a corporation resulting from a merger, consolidation, or reorganization described in paragraph (4)(A)(i) of the definition of “Change in Control.”

(nn) “ Voting Power ” means the voting power of all securities of the Company then outstanding generally entitled to vote for the election of directors of the Company.

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SECTION 3. PARTICIPATION BY ELIGIBLE EXECUTIVES

SECTION 4. SEVERANCE BENEFITS

2.2. Gender and Number .

Words used in the masculine gender in the Plan are intended to include the feminine and neuter genders, where appropriate. Words used in the singular form in the Plan are intended to include the plural form, where appropriate, and vice versa.

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3.1. Generally .

(a) An Eligible Executive who has an agreement in effect on the Effective Date under a prior restatement of the Plan is eligible to receive a benefit subject to the terms of this October 15, 2006 restatement if he properly executes a Participation Agreement in accordance with Section 3.2.

(b) If an Eligible Executive is not covered by an agreement under a prior restatement of the Plan on the Effective Date, the Eligible Executive will not become a Participant in the Plan unless the Compensation Committee designates him as eligible to participate in the Plan and he properly executes a Participation Agreement in accordance with Section 3.2.

3.2. Participation Agreement Required .

(a) No employee will be eligible to receive a benefit under this restatement of the Plan unless he and the Company execute a Participation Agreement evidencing his participation in the October 15, 2006 Plan restatement. The executed Participation Agreement will constitute an agreement between the Company and the employee that binds both of them to the terms of the Plan and will bind their heirs, executors, administrators, successors, and assigns, both present and future.

(b) In the case of an employee who is eligible to participate in this restatement of the Plan pursuant to Section 3.1(a), the executed Participation Agreement will constitute the employee’s written agreement to waive all rights he may have under any earlier restatement of the Plan.

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4.1. Basic Benefit .

(a) Amount . Subject to the timely execution of a release as provided in Section 6, a Participant who is Dismissed is entitled to a Severance Benefit, determined as follows—

(1) Before a Change in Control . If a Participant is Dismissed before a Change in Control occurs, the Participant’s Severance Benefit will equal—

(A) the Participant’s Applicable Percentage, times

(B) the Participant’s Covered Compensation.

(2) On or Following a Change in Control . Subject to Section 4.2(b), if the Participant is Dismissed six months before or two years after a Change in Control, the Participant’s Severance Benefit will equal—

(A) the Participant’s Applicable CIC Percentage, times

(B) the Participant’s Covered Compensation.

(b) Time and Form of Payment . Except as provided in Section 4.9, the Severance Benefit will be paid in the form of a lump sum on the 60th day following the date the Participant is Dismissed, provided that the requirements of Section 6 are satisfied.

(c) Death Benefit . If the Participant dies after being Dismissed but before receiving his Severance Benefit, his Severance Benefit will be paid to his Beneficiary.

4.2. Gross-Up Payment .

(a) Eligibility . Except as provided in Section 4.2(b) and subject to the timely execution of a release as provided in Section 6, a Participant is eligible to receive a Gross-Up Payment if the Participant—

(1) is Dismissed in connection with a Change in Control; and

(2) receives payments or benefits contingent on the Change in Control from any Company-sponsored plan, program or arrangement (“Company Payments”) that are “excess parachute payments” within the meaning of section 280G(b)(1) of the Code and are subject to the excise tax imposed by section 4999 of the Code (the “Excise Tax” ).

(b) Notwithstanding anything to the contrary in Section 4.2(a), a Participant will not receive a Gross-Up Payment if the Participant’s excess parachute payment is less than or equal to 310% of his “base amount” (within the meaning of section 280G(b)(3) of the Code). In such an event, the Participant’s Company Payments will be reduced by the smallest amount necessary to ensure that the Company Payments do not exceed three times the Participant’s base amount.

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(c) Amount .

(1) Generally. The amount of the Gross-Up Payment will equal an amount such that, after payment by the Participant of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Company Payments. The nationally recognized firm of certified public accountants (the “Accounting Firm”) used by the Company prior to the Change in Control (or, if such Accounting Firm declines to serve, a nationally recognized firm of certified public accountants selected by the Company) will determine whether the Company Payments will result in an excess parachute payment that is subject to the Excise Tax. If the Accounting Firm determines that the Company Payments will not be subject to the Excise Tax, it will, at the same time as it makes such determination, furnish the Participant with an opinion that he has substantial authority not to report any Excise Tax on his/her federal, state, local income or other tax return. If it is later determined pursuant to Section 4.2(c)(4) that the Company Payments are subject to the Excise Tax, the Gross-Up Payment will include any penalties and interest that are imposed or become due as a result of the Accounting Firm’s initial determination that the Company’s Payments were not subject to the Excise Tax.

(2) Tax Rates. For purposes of determining the amount of the Gross-Up Payment, the Participant will be deemed to pay (A) federal income taxes at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and (B) state and local income taxes at the highest marginal rates of taxation applicable to individuals as are in effect in the state and locality of the Participant’s residence in the calendar year in which the Gross-Up Payment is to be made, net the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates.

(3) Adjustments to Gross-Up Payments . If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or written opinion of counsel that the Excise Tax is less than the amount previously taken into account hereunder, the Participant will repay the Company, within 30 days of his receipt of notice of such final determination or opinion, the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax imposed on the Gross-Up Payment being repaid by the Participant if such repayment results in a reduction in Excise Tax) plus any interest received by the Participant on the amount of such repayment, provided that if any such amount has been paid by the Participant as an Excise Tax or other tax, he will cooperate with the Company in seeking a refund of any tax overpayments, and he will not be required to make repayments to the Company until the overpaid taxes and interest thereon are refunded to him.

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(4) Additional Gross-Up Payment. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the written opinion of counsel that the Excise Tax exceeds the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company will make an additional Gross-Up Payment in respect of such excess (including any tax penalties imposed or interest due because of the underpayment) 30 days after the Company’s receipt of notice of such final determination or opinion; provided that the Participant notifies the Company of the potential underpayment within 30 days of the Participant’s initial receipt from the Internal Revenue Service of a dispute or inquiry regarding the amount of the Excise Tax.

(d) Time and Form of Payment .

(1) Generally .

(A) Except as provided in Section 4.9, if the Company determines that an Excise Tax will be imposed upon a Participant, the Gross-Up Payment will be paid in a lump sum on the fifth day before the due date of the Excise Tax.

(B) Except as provided in Section 4.9, if the Accounting Firm initially determines that an Excise Tax will not be imposed upon the Company Payments and an Excise Tax is subsequently imposed on the Company Payments pursuant to Section 4.2(c)(4), the Gross-Up Payment will be paid in a lump sum on the 60th day after the Participant’s initial receipt of notice of such final determination or opinion; provided that no Gross-Up Payment will be paid under this Section 4.2(d)(1)(B) if the Participant does not notify the Company of the potential underpayment within 30 days of the Participant’s initial receipt from the Internal Revenue Service of a dispute or inquiry regarding the amount of the Excise Tax.

(2) Death Benefit. If the Participant dies after being Dismissed but before receiving any Gross-Up Payment that might be due under this Section 4.2, the Gross-Up Payment will be paid in a lump sum to his Beneficiary at the time set forth in Section 4.2(d)(1), above.

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4.3. Medical and Life Insurance Benefits .

If the Participant is Dismissed and timely executes a release as provided in Section 6, the Company will provide the Participant with medical and life insurance benefits as follows—

(a) Medical Benefits .

(1) Amount. The amount of the medical benefits is equal to the amount of medical benefits (if any) that the Company would have provided to the Participant had the Participant continued employment with the Company in the same position held by the Participant at the time of his termination from employment. The Company reserves the right to modify, amend, or terminate at any time, the medical benefits that would have been provided to the Participant if he had continued employment with the Company.

(2) Time of Payment. A Participant will continue to receive his medical benefits under the Company’s medical insurance plan for a period beginning on the date medical benefits otherwise would cease as a result of the Participant’s having been Dismissed and continuing for the number of months that bears the same proportion to twelve months as the Participant’s Applicable Percentage under Section 2.1(c) of the Plan bears to 100%.

(b) Life Insurance Benefits .

(1) Amount . The life insurance benefits provided will be the benefits (if any) that the Company would have provided to the Participant had the Participant continued employment with the Company in the same position held by the Participant at the time of his termination from employment.

(2) Time of Payment . Except as provided in Section 4.9, life insurance benefits will be continued under this Section 4.3(b) for a period beginning on the date life insurance benefits otherwise would cease as a result of the Participant’s having been Dismissed and continuing for the number of months that bears the same proportion to twelve months as the Participant’s Applicable Percentage under Section 2.1(c) of the Plan bears to 100%.

4.4. SERP Benefit

If the Participant is Dismissed during the six month period immediately preceding or the two year period immediately following a Change in Control, is at least age 50 as of the date of the Change in Control, and timely executes a release as provided in Section 6, his benefit under the Supplemental Executive Retirement Plan (the “SERP”) will be determined and paid as follows—

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(a) Amount of Benefit .

(1) Decreased Early Retirement Reduction. The amount of a Participant’s Accrued Benefit (as defined under the SERP) will be determined in accordance with the terms of the SERP except Sections 3.4(a) and A.5(e) of the SERP will not apply to the Participant. Instead, if the Participant begins receiving his benefit under the SERP before age 60, his Accrued Benefit will be reduced by one half of one percent for each month during which benefits are scheduled to be paid before the first day of the month following the month in which the Participant reaches age 55.

(2) Five Years of Service Credit. If the Participant became a participant in the SERP after September 5, 2000, the Participant will receive an additional five Years of Service for purposes of determining the Participant’s applicable percentage under Section 3.2 of the SERP.

(b) Time and Form of Payment . Notwithstanding anything to the contrary in the SERP, if the Participant is Dismissed in connection with a Change in Control that occurs in 2006 or 2007, the Participant’s Accrued Benefit under the SERP will be paid at the times and in the forms specified below based on the age of the Participant on the date he is Dismissed:

(1) If the Participant is less than age 55 as of December 31, 2006, his Vested Retirement Benefit (as defined under the SERP) will not be subject to Section 409A of the Code, and he will receive his Vested Retirement Benefit in the form of a lump sum on the later to occur of the following dates: (1) January 1, 2007, or (2) the 30th day after the Participant is Dismissed.

(2) If the Participant is at least age 55 but less than age 60 as of December 31, 2006, his Early Retirement Benefit (as defined under the SERP) will be divided into two portions, and he will be deemed to have elected to receive each portion in the form of a lump sum on the following dates:

(A) The portion of the Participant’s Early Retirement Benefit that is “grandfathered” within the meaning of Section 409A of the Code is not subject to Section 409A of the Code and will be paid as soon as practicable but no later than 30 days after the Participant is Dismissed.

(B) The portion of the Participant’s Early Retirement Benefit that is not grandfathered within the meaning of Section 409A of the Code, will be paid six months after the Participant is Dismissed.

(3) If the Participant is at least age 60 as of December 31, 2006, his Normal Retirement Benefit or Late Retirement Benefit (whichever is applicable) will be divided into two portions, and he will be deemed to have elected to receive each portion on the dates and in the form as follows—

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(A) The portion of the Participant’s Normal Retirement Benefit or Late Retirement Benefit that is “grandfathered” within the meaning of Section 409A of the Code, is not subject to Section 409A of the Code and will be paid in the form of a lump sum on the 30th day after the Participant is Dismissed.

(B) The portion of the Participant’s Normal Retirement Benefit or Late Retirement Benefit that is not grandfathered within the meaning of Section 409A of the Code, will be paid six months after the date that the Participant is Dismissed in the form of a lump sum to the extent permitted under Section 409A of the Code, and if a lump sum payment is not permissible, in the form of a Ten-Year Certain Life Annuity.

4.5. SERP Rabbi Trust

Notwithstanding Section 3.2 of the JLG Industries, Inc. Executive Trust (the “Executive Trust”), immediately preceding a Change in Control, the Company will contribute to the Executive Trust amounts in cash or other property acceptable to the Trustee (as defined under the Executive Trust Agreement) sufficient to fund 100% of all benefits that have accrued under the SERP as of the Change in Control, assuming that all Participants will be Dismissed under circumstances that entitle them to receive the maximum benefits provided under Section 4.4, above.

4.6. Cash Bonus Award

If the Participant is Dismissed, the Participant will receive a pro rated portion of the bonus he would have been entitled to receive under

the Annual Management Incentive Plan (the “MIP”) for the fiscal year in which he is Dismissed equal to the greater of (a) or (b), as defined below, multiplied by a fraction, the numerator of which is the number of days in the performance year completed by the Participant as of the date he is Dismissed and the denominator of which is 365. For this purpose, (a) and (b) will equal:

(a) the amount the Participant would have received under the MIP for the fiscal year in which he is Dismissed had:

(1) all target objectives been achieved for the entire fiscal year,

(2) the Executive otherwise satisfied all conditions for payment, and

(3) the Company not exercised any negative discretion with respect to the amount of any payment under the MIP.

(b) the amount the Participant would have received under the MIP for the fiscal year in which he is Dismissed had

(1) the ratio of actual performance achieved as of the date the Participant is Dismissed compared to target performance as of that date been sustained for the remainder of the fiscal year,

JLG Industries, Inc. Page 14 Executive Severance Plan October 15, 2006

(2) the Executive otherwise satisfied all conditions for payment, and

(3) the Company not exercised any negative discretion with respect to the amount of any payment under the MIP.

4.7. Legal Expenses After a Change in Control

The Company will pay or reimburse the Participant for reasonable legal fees (including without limitation, any and all court costs and reasonable attorneys’ fees and expenses) incurred by the Participant in connection with or as a result of any claim, action or proceeding brought by the Company or the Participant following a Change in Control with respect to or arising out of the provisions of the Plan; provided, however, that the Company will have no obligation to pay any such legal fees, if in the case of an action brought by the Participant, the Company is successful in establishing with the court that the Participant’s action was frivolous or otherwise without any reasonable legal or factual basis. The Company will also make a gross-up payment to the Participant in the amount of any (a) excise tax imposed by section 4999 of the Code on the payment or reimbursement for reasonable legal fees, and (b) income tax or other penalties imposed on the gross-up payment itself.

4.8. Dismissal .

(a) A Participant is Dismissed if his employment with the Company is terminated—

(1) for Good Reason; or

(2) involuntarily by the Company for any reason other than for Cause.

(b) For purposes of this Section 4.8, if the Participant continues to be employed by the Company or a successor business immediately following any of the transactions listed below, the Participant’s employment with the Company is not considered terminated solely because of the occurrence of the transaction—

(1) a change in the ownership of the Company;

(2) all or part of the Company is merged, consolidated, spun off, liquidated, or otherwise reorganized; or

(3) all or part of the tangible and intangible assets of the Company are sold or otherwise transferred to new ownership.

(c) Good Reason .

(1) Generally . A Participant’s employment with the Company is terminated for Good Reason if his termination occurs no earlier than six months before the Change in Control, no later than two years after the Change in Control, and no later than six months after any of the triggering events included in Section 4.8(c)(2) or (3), below. A Participant’s employment with the Company will not be considered terminated for Good Reason if (A) a Change in Control has not occurred or (B) a Change in Control has occurred but his employment terminates (i) more than six months before a Change in Control, (ii) more than two years after a Change in Control, or (iii) more than six months after any of the triggering events included in Section 4.8(c)(2) or (3), below.

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SECTION 5. COVENANTS

(2) Triggering Events . The occurrence of any one of the following events without the Participant’s consent is a triggering event for purposes of this Section 4.8(c)—

(A) a material change in the Participant’s position with the Company that represents a demotion from his prior position with the Company;

(B) the assignment to the Participant of material duties or responsibilities that are inconsistent with his status or position with the Company;

(C) a material reduction in the Participant’s base salary;

(D) a change in the terms of the compensation arrangements applicable to the Participant that represents a significant reduction in the value of such compensation arrangements;

(E) a material increase in the participant’s responsibilities or duties without a commensurate increase in his base salary;

(F) the imposition of any requirement that the Participant be based anywhere other than within 50 miles of where his principal office was located on the date of the Change in Control;

(G) a material increase in the frequency or duration of the Participant’s business travel; or

(H) the Company’s failure to obtain the express assumption of this Plan with respect to the Participant by any successor to the Company.

(3) Special Rule . A Participant’s employment with the Company will be deemed terminated for Good Reason if the Participant is the Chief Executive Officer of the Company immediately preceding the Change in Control and his employment with the Company is terminated for any reason within six months after the Change in Control.

(4) Non-Triggering Event . A Participant’s employment with the Company will not have terminated for Good Reason if the only changes to the Participant’s duties, responsibilities, or titles arise as a consequence of the Company ceasing to be a company with publicly-traded securities or becoming a subsidiary, division, unit, or other affiliate of a publicly- or privately- owned entity.

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4.9. Application of Section 409A of the Code.

(a) In General. This Section 4.9 (1) applies only to the extent Section 409A of the Code applies to any benefit payable under the Plan, (2) supersedes any provision of the Plan or a Participation Agreement to the extent that such provision conflicts with this Section 4.9, (3) is intended to comply with and avoid the adverse tax consequences of Section 409A of the Code, and (4) will be interpreted, operated, and administered in a manner consistent with this intent.

(b) Timing of Benefit Payments. No amount payable under the Plan that is subject to Section 409A of the Code will be paid before the date that is six months following the Participant’s “Separation from Service,” within the meaning of Section 409A of the Code, or on the date of the Participant’s death, if earlier. For purposes of this Section 4.9, a payment that is required to be made on a certain date may be made as soon as practicable following such date, provided that the payment must be made during the same calendar year as the required payment date or, if later, by the 15th day of the third calendar month following the required payment date, or otherwise in accordance with Section 409A of the Code.

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5.1. Generally.

In consideration for the benefits provided under the Plan, each Participant will agree to the covenants set forth in this Section 5.

5.2. Noncompetition.

(a) Prohibited Conduct . During the period of a Participant’s employment with the Company, and the period continuing after the Participant’s termination of employment (for any reason) for the number of months that bears the same proportion to twelve months as the Participant’s Applicable Percentage under Section 2.1(c) of the Plan bears to 100%, the Participant will not, without the prior written consent of the CEO (or if the Participant is the CEO, without prior written consent of the Compensation Committee)—

(1) personally engage in Competitive Activities (as defined below); or

(2) work for, own, manage, operate, control, or participate in the ownership, management, operation, or control of, or provide consulting or advisory services to, any individual, partnership, firm, corporation, or institution engaged in Competitive Activities, or any company or person affiliated with such person or entity engaged in Competitive Activities; provided that Participant’s purchase or holding, for investment purposes, of securities of a publicly-traded company will not constitute “ownership” or “participation in ownership” for purposes of this paragraph so long as Participant’s equity interest in any such company is less than a controlling interest;

However, this Section 5.2(a) will not prohibit a Participant from (1) being employed by, or providing services to, a consulting firm, provided that he does not personally engage in Competitive Activities or provide consulting or advisory services to any individual, partnership, firm, corporation, or institution engaged in Competitive Activities, or any company or person affiliated with such person or entity engaged in Competitive Activities, or (2) engaging in the private practice of law as a sole practitioner or as a partner in (or as an employee of or counsel to) a law firm in accordance with applicable legal and professional standards.

(b) Competitive Activities . “Competitive Activities” means business activities anywhere in the world relating to products or services of the same or similar type as the products or services (1) which are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company, and (2) for which the Participant then has responsibility to plan, develop, manage, market, or oversee, or had any such responsibility within his most recent 24 months of employment with the Company. If the scope of the obligations contained in this Section 5.2 are determined to exceed that which may be enforceable under applicable law, the scope of these obligations will be reformed to provide for enforcement to the maximum extent permitted under applicable law. The Participant will bear the burden of proving the scope of the maximum enforceable obligations under applicable law and that the activities in which he has engaged do not exceed such maximum enforceable obligations.

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5.3. Interference with Business Relations .

During the period of the Participant’s employment with the Company, and the period continuing after the Participant’s termination of employment (for any reason) for the number of months that bears the same proportion to twelve months as the Participant’s Applicable Percentage under Section 2.1(c) of the Plan bears to 100%, Participant will not, without the prior written consent of the CEO (or if the Participant is the CEO, without prior written consent of the Compensation Committee)—

(a) recruit or solicit any employee of the Company for employment or for retention as a consultant or service provider;

(b) hire or participate (with another company or third party) in the process of hiring (other than for the Company) any person who is then an employee of the Company, or provide names or other information about Company employees to any person or business (other than the Company) under circumstances that could lead to the use of that information for purposes of recruiting or hiring;

(c) interfere with the relationship of the Company with any of its employees, agents, or representatives;

(d) solicit or induce, or in any manner attempt to solicit or induce, any client, customer, or prospect of the Company (1) to cease being, or not to become, a customer of the Company or (2) to divert any business of such customer or prospect from the Company; or

(e) otherwise interfere with, disrupt, or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between the Company and any of its customers, clients, prospects, suppliers, consultants, or employees.

5.4. Return of Property; Intellectual Property Rights .

On or before a Participant’s termination of employment with the Company for any reason, the Participant will return to the Company all property owned by the Company or in which the Company has an interest, including files, documents, data and records (whether on paper or in tapes, disks, or other machine-readable form), office equipment, credit cards, and employee identification cards. In addition, the Participant will acknowledge that the Company is the rightful owner of any programs, ideas, inventions, discoveries, patented or copyrighted material, or trademarks that the Participant may have originated or developed, or assisted in originating or developing,

SECTION 6. RELEASE

SECTION 7. NATURE OF PARTICIPANT’S INTEREST IN THE PLAN

during his period of employment with the Company, where any such origination or development involved the use of Company time or resources, or the exercise of his responsibilities for or on behalf of the Company. The Participant will at all times, both before and after his termination, cooperate with the Company in executing and delivering documents requested by the Company, and taking any other actions, that are necessary or requested by the Company to assist the Company in patenting, copyrighting, or registering any programs, ideas, inventions, discoveries, patented or copyrighted material, or trademarks, and to vest title thereto in the Company.

JLG Industries, Inc. Page 19 Executive Severance Plan October 15, 2006

5.5. Proprietary and Confidential Information .

The Participant will at all times preserve the confidentiality of all proprietary information and trade secrets of the Company, except to the extent that disclosure of such information is legally required. “Proprietary information” means information that has not been disclosed to the public and that is treated as confidential within the business of the Company, such as strategic or tactical business plans; undisclosed financial data; ideas, processes, methods, techniques, systems, patented or copyrighted information, models, devices, programs, computer software, or related information; documents relating to regulatory matters and correspondence with governmental entities; undisclosed information concerning any past, pending, or threatened legal dispute; pricing and cost data; reports and analyses of business prospects; business transactions that are contemplated or planned; research data; personnel information and data; identities of users and purchasers of the Company’s products or services; and other confidential matters pertaining to or known by the Company, including confidential information of a third party that Participant knows or should know the Company is bound to protect.

JLG Industries, Inc. Page 20 Executive Severance Plan October 15, 2006

6.1. Generally .

A Participant will not be entitled to any benefits under this Plan unless, at the time the Participant is Dismissed, he executes and does not subsequently revoke a release satisfactory to the Company releasing the Company, its affiliates, shareholders, directors, officers, employees, representatives, and agents and their successors and assigns from any and all employment-related claims the Participant or his successors and beneficiaries might then have against them (excluding any claims the Participant might then have under this Plan or any employee benefit plan sponsored by the Company). The release will be substantially in the form that is attached as Exhibit A to the Plan.

6.2. Time Limit for Providing Release .

A Participant will execute and submit the release to the Company within 30 days after the Participant is Dismissed. However, if the Participant is Dismissed in connection with an exit incentive or other employment termination program offered to a group or class of employees, the Participant will have 50 days after the Participant terminates employment to execute and submit the release to the Company.

JLG Industries, Inc. Page 21 Executive Severance Plan October 15, 2006

SECTION 8. ADMINISTRATION, INTERPRETATION, AND MODI FICATION OF PLAN

7.1. No Right to Assets .

Participation in the Plan does not create, in favor of any Participant or Beneficiary, any right or lien in or against any asset of the Company. Nothing contained in the Plan, and no action taken under its provisions, will create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and a Participant or any other person. The Company’s promise to pay benefits under the Plan will at all times remain unfunded as to each Participant and Beneficiary, whose rights under the Plan are limited to those of a general and unsecured creditor of the Company.

7.2. No Right to Transfer Interest .

Rights to benefits payable under the Plan are not subject in any manner to alienation, sale, transfer, assignment, pledge, or encumbrance. However, the Administrative Committee may permit a Participant or Beneficiary to enter into a revocable arrangement to pay all or part of his benefits under the Plan to a revocable grantor trust (a so-called “living trust”). In addition, the Administrative Committee may recognize the right of an alternate payee named in a domestic relations order to receive all or part of a Participant’s benefits under the Plan, but only if (a) the domestic relations order would be a “qualified domestic relations order” within the meaning of section 414(p) of the Code (if section 414 (p) applied to the Plan), (b) the domestic relations order does not attempt to give the alternate payee any right to any asset of the Company, (c) the domestic relations order does not attempt to give the alternate payee any right to receive payments under the Plan at a time or in an amount that the Participant could not receive under the Plan, and (d) the amount of the Participant’s benefits under the Plan are reduced to reflect any payments made or due the alternate payee.

7.3. No Employment Rights .

No provisions of the Plan and no action taken by the Company, the Board of Directors, the Compensation Committee, or the Administrative Committee will give any person any right to be retained in the employ of the Company, and the Company specifically reserves the right and power to dismiss or discharge any Participant.

7.4. Withholding and Tax Liabilities .

The amount of any withholdings required to be made by any government or government agency will be deducted from benefits paid under the Plan to the extent deemed necessary by the Administrative Committee. In addition, the Participant or Beneficiary (as the case may be) will bear the cost of any taxes not withheld on benefits provided under the Plan, regardless of whether withholding is required.

JLG Industries, Inc. Page 22 Executive Severance Plan October 15, 2006

8.1. Plan Administrator .

The Administrative Committee will administer the Plan.

8.2. Powers of the Administrator .

The Administrative Committee’s powers include, but are not limited to, the power to adopt rules consistent with the Plan; the power to decide all questions relating to the interpretation of the terms and provisions of the Plan; and the power to resolve all other questions arising under the Plan (including, without limitation, the power to remedy possible ambiguities, inconsistencies, or omissions by a general rule or particular decision). The Administrative Committee has full discretionary authority to exercise each of the foregoing powers.

8.3. Finality of Committee Determinations .

Determinations by the Administrative Committee and any interpretation, rule, or decision adopted by the Administrative Committee under the Plan or in carrying out or administering the Plan will be final and binding for all purposes and upon all interested persons, their heirs, and their personal representatives.

8.4. Incapacity .

If the Administrative Committee determines that any person entitled to benefits under the Plan is unable to care for his affairs because of illness or accident, any payment due (unless a duly qualified guardian or other legal representative has been appointed) may be paid for the benefit of such person to his spouse, parent, brother, sister, or other party deemed by the Administrative Committee to have incurred expenses for such person.

8.5. Amendment, Suspension, and Termination .

EXHIBIT A DRAFT RELEASE

In consideration of the benefits I am entitled to receive under the JLG Industries, Inc. Executive Severance Plan (the “Plan”), I, [employee name] , on behalf of myself, and on behalf of my heirs, successors and assigns, hereby agree to release JLG Industries, Inc. (the “Company”), all of its past, present and future subsidiaries, affiliates, directors, officers, employees; and all of its and their respective heirs, successors, and assigns from any and all claims, demands, actions, and liabilities that I might otherwise have asserted arising out of my employment with the Company, including the termination of that employment.

I also promise not to sue the Company; any of its past, present and future subsidiaries, affiliates, directors, officers, employees, agents, and representatives; or any of its or their respective heirs, successors, and assigns based, in whole or in part, on any claims relating to my employment with the Company or the termination of that employment. However, I am not releasing my rights, if any, under any qualified employee retirement plan nor am I releasing any rights or claims that may arise after the date on which I sign this Release. Those rights, and only those rights, survive unaffected by this Release.

The Board of Directors has the right by written resolution to amend, suspend, or terminate the Plan at any time. However, no amendment, suspension, or termination that reduces the benefits to which a Participant is entitled under the Plan will apply to an employee who already is a Participant in the Plan without his express written consent.

8.6. Power to Delegate Authority .

The Board of Directors and the Administrative Committee may, in their sole discretion, delegate to any person or persons all or part of its authority and responsibility under the Plan, including, without limitation, the authority to amend the Plan.

8.7. Headings .

The headings used in this document are for convenience of reference only and may not be given any weight in interpreting any provision of the Plan.

JLG Industries, Inc. Page 23 Executive Severance Plan October 15, 2006

8.8. Severability .

If any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity of that provision will not affect the remaining provisions of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had never been included in the Plan.

8.9. Governing Law .

The Plan will be construed, administered, and regulated in accordance with the laws of the Commonwealth of Pennsylvania, except to the extent that those laws are preempted by federal law.

8.10. Complete Statement of Plan .

This Plan contains a complete statement of its terms. The Plan may be amended, suspended, or terminated only in writing and then only as provided in Section 8.5 or 8.6. A Participant’s right to any benefit of a type provided under the Plan will be determined solely in accordance with the terms of the Plan. No other evidence, whether written or oral, will be taken into account in interpreting the provisions of the Plan. Notwithstanding the preceding provisions of this Section 8.10, for purposes of determining benefits with respect to a Participant, this Plan will be deemed to include (a) the provisions of any Participation Agreement executed in accordance with Section 3.2, and (b) the provisions of any other written agreement between the Company and the Participant to the extent such other agreement explicitly provides for the incorporation of some or all of its terms into this Plan.

JLG Industries, Inc. Page 24 Executive Severance Plan October 15, 2006

I understand that as a consequence of my signing this Release I am giving up, with respect to my employment and the termination of that employment, any and all rights I might otherwise have under (1) the Age Discrimination in Employment Act of 1967, as amended; (2) and all other federal, state or municipal laws prohibiting discrimination in employment on the basis of sex, race, national origin, religion, age, handicap or other invidious factor; and (3) any and all theories of contract or tort law, whether based on common law or otherwise.

I acknowledge and agree that:

In the event I decide to exercise my right to revoke within seven (7) days of my acceptance of this Release, I warrant and represent that I will do the following: (1) notify the Company in writing of my intent to revoke my agreement, and (2) simultaneously return in full the consideration received from the Company under the Plan.

I further warrant and represent that I fully understand and appreciate the consequence of my signing this Release.

IN WITNESS WHEREOF, I hereby acknowledge receipt of consideration and execute the foregoing agreement at___, this____ day of____________, 20_.

1. The benefits I am receiving under the Plan constitute consideration over and above any benefits that I might be entitled to receive without executing this Release.

2. The Company advised me in writing to consult with an attorney prior to executing a copy of the Plan document and the Release.

3. I was given a period of at least 21 days within which to consider the Plan and the Release.

4. The Company has advised me of my statutory right to revoke my acceptance of the terms of the Plan and this Release at any time within seven (7) days of my signing of this Release.

5. I warrant and represent that my decision to accept the Plan (including this Release) was (a) entirely voluntary on my part; (b) not made in reliance on any inducement, promise or representation, whether express or implied, other than the inducements, representations and promises expressly set forth in the Plan or in the Release; and (c) did not result from any threats or other coercive activities to induce acceptance of the Plan or Release.

JLG Industries, Inc. Page A-1 Executive Severance Plan October 15, 2006

_______________________________ [name of employee]

Witnessed by _______________ on this _____ day of ____________, 20_.

_______________________________ WITNESS

JLG Industries, Inc. Page A-2 Executive Severance Plan October 15, 2006

JLG Industries, Inc. Executive Severance Plan Participation Agreement

THIS AGREEMENT is by and between JLG Industries, Inc., a Pennsylvania corporation having its principal office at McConnellsburg, Pennsylvania (the “Company”), and Craig E. Paylor, an individual residing at 422 West Dutch Corner Road, McConnellsburg, PA 17233 (the “Executive”).

W I T N E S S E T H: WHEREAS, the Executive currently participates in the JLG Industries, Inc. Executive Severance Plan (the “Plan”), as effective June 1, 1995, November 17, 1997, or February 16, 2000; and

WHEREAS , the Company has determined that the Executive is eligible to participate in the Plan, as amended and restated effective October 15, 2006, and the Executive desires to waive his right to any benefits under the earlier versions of the Plan and to become a Participant in the Plan subject to the terms of this Participation Agreement and the October 15, 2006, restatement of the Plan; and

NOW, THEREFORE , in consideration of the mutual covenants contained in the Plan document and in this Participation Agreement, the Company and the Executive agree as follows:

1. The Executive will be a Participant in the Plan as amended and restated effective October 15, 2006.

2. The Executive’s Applicable Percentage will be 100% and his Applicable CIC Percentage will be 200%.

3. The Executive’s Covered Compensation will be the sum of the Executive’s base salary and annual cash bonus determined as follows:

4. The Executive agrees to waive all rights he might have had under any Plan document or restatement in effect prior to October 15, 2006, and agrees that this Participation Agreement terminates any such rights in accordance with the terms of the prior Plan document or restatement or any previous participation agreement.

5. The Executive acknowledges receipt of a copy of the 2006 Plan restatement, a copy of which is attached hereto and incorporated herein. The Executive represents that he is familiar with the Plan’s terms and provisions, and agrees to be subject to all terms and provisions of the Plan as amended and restated effective October 15, 2006. The Executive also agrees to accept as binding, conclusive, and final all interpretations of the Administrative Committee appointed to administer the Plan, with respect to any questions arising under the Plan.

6. The Executive agrees to the Covenants described in Section 5 of the Plan and understands that he will not be entitled to any of the benefits under the Plan unless, at the time he terminates employment the Company, the Executive executes a release satisfactory to the Company as described in Section 6 of the Plan.

7. To the extent that the terms and provisions or the Plan or this Participation Agreement amend the JLG Industries, Inc. Supplemental Executive Retirement Plan, the Executive hereby provides his express written consent to the application of such amendment to him.

8. The Executive agrees to take such actions and to execute such other documents and instruments as are deemed necessary by the Company to effectuate the intent of this Agreement.

9. This Participation Agreement will be binding upon and inure to the benefit of (a) the Company and its successors, assigns, and any purchaser of either the Company or its assets, and (b) the Executive, his heirs, executors, administrators, successors and assigns.

10. This Participation Agreement will be governed by the laws of the Commonwealth of Pennsylvania (without regard to its conflict of

(a) The Executive’s base salary will equal the greater of (i) the Executive’s base salary for the twelve-month period ending immediately before he is Dismissed or (ii) the Executive’s base salary for the twelve-month period ending immediately before a Change in Control. For this purpose, base salary will include salary that is (i) contributed, at the election of the Executive, to a cafeteria plan or a cash or deferred arrangement and not included in the Executive’s gross income for federal income tax purposes by reason of section 125 or 402(e)(3) of the Code and (ii) deferred under the JLG Industries, Inc. Executive Deferred Compensation Plan (or any successor thereto).

(b) The Executive’s annual cash bonus will equal the greater of (i) the Executive’s annual cash bonus for the fiscal year most recently completed before the date he is Dismissed or (ii) the Executive’s annual cash bonus for the fiscal year most recently completed before a Change in Control. For this purpose, annual cash bonus will include any portion of an annual bonus deferred under the JLG Industries, Inc. Executive Deferred Compensation Plan (or any successor thereto).

laws provisions), except to the extent federal law governs.

11. This Participation Agreement, and the Plan attached hereto, represent the entire understanding between the Executive and the Company with respect to the subject matter hereof. No other evidence, written or oral, will be taken into account in interpreting the provisions of this Participation Agreement or the Plan. The Plan may not be amended or modified except in accordance with its terms, and this Participation Agreement may not be amended or modified except by written agreement signed by the parties hereto.

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date specified below.

JLG Industries, Inc.

DATE: _____________BY: ______________

TITLE: ______________________________

_____________________________________ Craig E. Paylor

DATE: _______________

Exhibit 21

Subsidiaries of the Company Listed below are the Company’s wholly owned subsidiaries as of the date of this report. Names of certain inactive or minor subsidiaries have been omitted.

Name State or Other Jurisdiction

of Incorporation or Organization McNeilus Companies, Inc. Minnesota McNeilus Truck and Manufacturing, Inc. Minnesota McNeilus Financial, Inc. Texas Viking Truck & Equipment Sales, Inc. Michigan Viking Truck & Equipment Sales, Inc. Ohio Iowa Contract Fabricators, Inc. Iowa McIntire Fabricators, Inc. Iowa Kensett Fabricators, Inc. Iowa McNeilus Financial Services, Inc. Minnesota Oshkosh/McNeilus Financial Services, Inc. Minnesota Oshkosh Equipment Finance, L.L.C. Wisconsin Medtec Ambulance Corporation Indiana JerrDan Corporation Delaware Concrete Equipment Company, Inc. Nebraska Audubon Manufacturing Corporation Iowa London Machinery Inc. Canada London Machinery (Mtl) Inc. Canada LMI Finance L.P. Canada Oshkosh Specialty Vehicles, Inc. Wisconsin Frontline Holdings, Inc. Delaware Oshkosh Specialty Vehicles, Ltd. United Kingdom Iowa Mold Tooling Co., Inc. Delaware JLG Industries, Inc. Pennsylvania Access Financial Solutions, Inc. Maryland Fulton International, Inc. Delaware JLG Equipment Services, Inc. Pennsylvania JLG Latino Americana Ltda. Brazil JLG Equipment Services Ltd. Hong Kong JLG OmniQuip, Inc. Delaware Premco Products Inc. California JLG Investments, LP Cayman Islands JLG Europe BV Netherlands JLG France SAS France JLG Industries GmbH Germany JLG Deutschland GmbH Germany JLG Industries (Italia) S.r.L Italy JLG Industries (Norge) AS Norway JLG Industries (Proprietary) Ltd. South Africa JLG Industries (United Kingdom) Ltd. United Kingdom JLG Manufacturing Europe BVBA Belgium JLG Manufacturing Services Europe Maatschap Belgium JLG Polaska Sp z.o.o Poland JLG Sverige AB Sweden Platformas Elevadoras JLG Iberica S.L Spain Fulton Services Limited Cayman Islands JLG Prolift Pty Limited Australia JLG Properties Australia Pty Limited Australia JLG MHD, Inc. Pennsylvania JLG-MHD Indiana, Inc. Indiana JLG International LLC Delaware

Name State or Other Jurisdiction

of Incorporation or Organization Fulton International Foreign Sales Corporation Barbados GI Industries, Inc. Delaware TGC Industries, Inc. Ohio JLG Manufacturing, LLC Pennsylvania Fulton Properties, LP Pennsylvania

McNeilus Companies, Inc. owns a 49% interest in Mezcladores Trailers de Mexico, S.A. de C.V.

Oshkosh/McNeilus Financial Services, Inc. owns an equity interest in Oshkosh/McNeilus Financial Services Partnership (California partnership)

Oshkosh Italy B.V. owns 75% of the outstanding quotas (ownership interests) in Brescia Antincendi International S.r.l. (Italy)

Brescia Antincendi International S.r.l. owns all of the stock of BAI Deutschland GmbH (Germany)

JLG Europe B.V. is a 50% joint partner in RiRent Europe B.V. (Netherlands)

Fulton Industries, Inc. Pennsylvania Summit Performance Systems, L.L.C. Wisconsin Windmill Ventures C.V. Netherlands Oshkosh European Holdings S.L. Spain Oshkosh Group B.V. Netherlands Geesink Group B.V. Netherlands Geesink B.V. Netherlands Kiggen Den Engelsman B.V. Netherlands Geesink Kiggen B.V. Netherlands Geesink Kiggen Leasing B.V. Netherlands Geesink Vast Goed B.V. Netherlands Geesink Polska Sp.z o.o Poland Geesink Norba Limited United Kingdom Sheppard Meiler Limited United Kingdom Norba A.B. Sweden Norba Limited United Kingdom Sertek Limited United Kingdom Norba A. S. Denmark Oshkosh Italy B.V. Netherlands Medias Industries SRL Romania AK Specialty Vehicles B.V. Netherlands Smit Container B.V. Netherlands Smit Carrosseriefabrick B.V. Netherlands Smit Mobile Equipment B.V. Netherlands Smit Hydraulick B. V. Netherlands Kewaunee Fabrications, L.L.C. Wisconsin Oshkosh Unipower Limited United Kingdom Oshkosh Truck (UK) Limited. United Kingdom Total Mixer Technologies, L.L.C. Wisconsin Pierce Manufacturing Inc. Wisconsin Pierce Manufacturing International, Inc. Barbados Pierce Western Region Refurbishment Center, Inc. California Oshkosh Logistics Corporation Wisconsin Oshkosh Asia Holdings Limited Mauritius Oshkosh Commercial (Beijing) Co., Ltd. China Oshkosh Correspondent, LLC Wisconsin Oshkosh Arabia FZE Dubai

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements Nos. 333-114939, 333-101596, 333-84000, 333-81681 and 33-62687 on Form S-8 of Oshkosh Corporation of our reports dated November 11, 2008 relating to the financial statements and financial statement schedule of Oshkosh Corporation and the effectiveness of Oshkosh Corporation’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Oshkosh Corporation for the year ended September 30, 2008.

/S/DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin November 11, 2008

Exhibit (31.1)

CERTIFICATIONS I, Robert G. Bohn, certify that:

1. I have reviewed this annual report on Form 10-K 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;

4. 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.

November 14, 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 annual report on Form 10-K 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;

4. 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.

November 14, 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 Annual Report on Form 10-K of the Company for the year ended September 30, 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 November 14, 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 Annual Report on Form 10-K of the Company for the year ended September 30, 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 November 14, 2008