OSHKOSH CORPORATION SUPPLEMENTAL RETIREMENT PLANS RABBI TRUST AGREEMENT GRANTOR TRUST AGREEMENT

WHEREAS, the Company has established one or more nonqualified deferred compensation plans (the “Plans”), attached hereto as Attachment A;

WHEREAS, the Company has incurred or expects to incur liability under the terms of the Plans with respect to the individuals covered by the Plans (the “Participants and Beneficiaries”);

WHEREAS, the Company hereby establishes a Trust (the “Trust”) and shall contribute to the Trust assets that shall be held therein, subject to the claims of the Company’s creditors if the Company is Insolvent, as herein defined, until paid to Participants and their Beneficiaries in such manner and at such times as specified in the Plans and in this Trust Agreement; and

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plans as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended (“Code”), and shall be construed accordingly.

The Company shall be considered a Grantor for the purposes of the Trust.

Except as specifically provided herein, the Trust hereby established is irrevocable.

The Company hereby deposits with the Trustee in the Trust one-thousand dollars and zero cents ($1,000.00) (the “Initial Contribution”) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.

The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a).

In addition to the Initial Contribution, the Company shall make such other contributions as shall from time to time be authorized by due corporate action. Any such contributions made by the Company may be in cash, by letter of credit or, prior to the date as of which a Change in Control occurs, in such property (including, without limitation, securities issued by the Company) as the Company may determine. Prior to a Change in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional contributions.

Upon a Change in Control, the Company shall, as soon as possible, but in no event later than three (3) business days thereafter, make a contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount at least equal to one hundred percent (100%) of the Required Funding and the Expense Reserve. The “Required Funding” shall be equal to the amount necessary to pay the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Plans, without any discount for present value, assuming all contingencies required for the payment thereunder had been met as of the date on which the Change in Control occurred. The “Expense Reserve” shall be equal to the lesser of: 1) the estimated trustee and record-keeper expenses and fees for one year or 2) seventy-five thousand dollars ($75,000), which reserve shall be used solely to pay the Trustee’s fees and expenses.

Notwithstanding anything herein to the contrary, the Company shall not make any contributions to the Trust if such contributions would result in the Participants or Beneficiaries becoming subject to the tax imposed by Code section 409A. In addition, if the maintenance of assets in the Trust for the benefit of an “applicable covered employee” (as defined in Code section 409A(b)(3)(D)) would result in such individual becoming subject to an additional tax under Code section 409A, then the Trustee shall, promptly upon notification by the Company and receipt of a legal opinion from Company’s counsel that Code section 409A(b)(3)(A) applies, return the assets related to such individual to the Company. In either such event, promptly following the date that the Company may make contributions (if otherwise required) to the Trust without causing additional taxes to be due under Code section 409A, the Company will make such contributions and, if a return of assets to the Company was made, the Company shall redeposit such assets into the Trust.

Prior to a Change in Control, distributions from the Trust shall be made by the Trustee to Participants and Beneficiaries at the direction of the Company. Prior to a Change in Control, the entitlement of a Participant or his or her Beneficiaries to benefits under the Plans shall be determined by the Company under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans.

Prior to the time the first payment due hereunder is to be made, the Company shall deliver to the Trustee a schedule of benefits due under the Plans (the “Payment Schedule”). If the Company determines that only certain individuals will be paid from the Trust, then the Payment Schedule may be limited to only such individuals. The Payment Schedule will provide directions to the Trustee regarding the amounts so payable, set forth the form(s), the time of commencement and conclusion of payments (as provided for or available under the Plans), and the state and federal tax withholding guidelines. Immediately after a Change in Control, the Company shall deliver to the Trustee an updated Payment Schedule with respect to all Participants and Beneficiaries in the Plans. After a Change in Control, the Trustee shall pay benefits due in accordance with such Payment Schedule. After a Change in Control, the Company shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated Payment Schedule; provided, however, that a Participant or (following the Participant’s death) their Beneficiaries may make application to the Trustee for an independent decision as to the amount or form of their benefits due under the Plans, and in such case, the Trustee shall make a determination in response to the application as soon as practicable but in no event later than ninety (90) days. If a determination is not completed within ninety (90) days, the Trustee shall notify the affected parties that a thirty (30) day extension is required to complete its independent decision. In making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant’s or Beneficiary’s entitlement to a payment hereunder. In making its determination, the Trustee may consult with and make such inquiries of such persons, including the Participant or Beneficiary, the Company, legal counsel, actuaries or other persons, as the Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in arriving at its determination shall be reimbursed by the Company and, to the extent not paid by the Company within a reasonable time, shall be charged to the Trust (but not the Expense Reserve). The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made.

The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, following a Change in Control, shall) institute an action to collect a contribution due the Trust or in the event that the Trust should ever experience a shortfall in the amount of assets necessary to make payments pursuant to the terms of the Plans.

The Trustee agrees that it shall be responsible to withhold and remit to the proper taxing authority all federal, state, local and foreign taxes required to be withheld with respect to any payment or benefits payable under this Trust.

The Trustee shall cease payment of benefits under the Plans if the Company is Insolvent. The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

At all times during the continuance of this Trust, the principal and income of the Trust (including the Expense Reserve) shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made by the Company in lieu of the payments provided for hereunder during any such period of discontinuance, all in accordance with the Payment Schedule, which shall be modified by the Company as necessary to comply with the provisions of this paragraph (c).

If there are not sufficient assets for the payment of current and expected future benefits pursuant to Section 2 or Section 3(c) and the Company does not otherwise make such payments within a reasonable time after demand from the Trustee, the Trustee shall allocate the Trust assets among the Participants or their Beneficiaries in the following order of priority:

those Participants and their Beneficiaries who are in pay status under the Plans;

those Participants and their Beneficiaries who are vested under the Plans, but not yet in pay status under the Plans: and

those Participants and their Beneficiaries who are not vested under the Plans.

Within each category, assets shall be allocated pro-rata with respect to the total present value of benefits expected for each Participant or Beneficiary within the category, and payments with respect to each Participant or Beneficiary shall be made to the extent of the assets allocated to each Participant or Beneficiary.

Upon receipt of a contribution from the Company necessary to make up for a shortfall in the payments due, the Trustee shall resume payments with respect to all the Participants and Beneficiaries then entitled thereto under the Plans. Following a Change in Control, the Trustee shall have the right and duty to compel a contribution to the Trust from the Company to make-up for any shortfall.

Except as provided in Section 1(h), Section 3, Section 5(b), and Section 8(a), the Company shall have no right or power to direct the Trustee to return to the Company or to divert to persons other than Participants and their Beneficiaries any of the Trust assets before all payment of benefits have been made pursuant to the terms of the Plans.

In the event that the Company, prior to a Change in Control, or the Trustee in its sole and absolute discretion, after a Change in Control, determines that the Trust assets exceed one-hundred percent (100%) of the anticipated benefit obligations that are to be paid under the Plans and the anticipated administrative expenses that the Trustee will incur under this Agreement, the Trustee, at the written direction of the Company, prior to a Change in Control, or the Trustee in its sole and absolute discretion, after a Change in Control, shall distribute to the Company such excess portion of Trust assets.

Prior to a Change in Control, the Company shall have the right, subject to this Section, to direct the Trustee with respect to investments.

Notwithstanding anything in this Agreement to the contrary, the Trustee shall be indemnified and saved harmless by the Company from and against any and all personal liability to which the Trustee may be subjected by carrying out any directions of the Company, an investment manager or investment committee issued pursuant hereto or for failure to act in the absence of directions of the Company, an investment manager or investment committee including all expenses reasonably incurred in its defense in the event the Company fails to provide such defense; provided, however, the Trustee shall not be so indemnified if it participates knowingly in, or knowingly undertakes to conceal, an act or omission of the Company, an investment manager or investment committee, having actual knowledge that such act or omission is a breach of a fiduciary duty; provided further, however, that the Trustee shall not be deemed to have knowingly participated in or knowingly undertaken to conceal an act or omission of the Company, an investment manager or investment committee with knowledge that such act or omission was a breach of fiduciary duty by merely complying with directions of the Company, an investment manager or investment committee or for failure to act in the absence of directions of the Company, an investment manager or investment committee. The Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued by the Company, investment manager or investment committee which the Trustee believes to be genuine and to have been issued by the Company, investment manager or investment committee, as applicable. The Trustee shall not be charged with knowledge of the termination of the appointment of any authorized representative of the Company, any investment manager or investment committee until it receives written notice thereof from the Company.

The Company, prior to a Change in Control, may direct the Trustee to invest in securities (including stock and the rights to acquire stock) or obligations issued by the Company.

All rights associated with respect to any investment held by the Trust, including but not limited to exercising or voting of proxies, in person or by general or limited proxy, shall be in accordance with and as directed in writing by the Company or its authorized representative.

Subsequent to a Change in Control, the Trustee shall have the following powers in investing and reinvesting the Fund in its sole discretion, provided however, that the Trustee shall exercise such authority with the intent of preserving capital:

Following a Change in Control, the Trustee shall have the sole and absolute discretion in the management of the Fund and shall have all the powers set forth under Section 6(b). In investing the Trust assets, the Trustee shall consider:

the need for matching of the Trust assets with the liabilities of the Plans; and

the duty of the Trustee to act solely in the best interests of the Participants and their Beneficiaries.

The Trustee shall have the right, in its sole discretion, to delegate its investment responsibility to an investment manager who may be an affiliate of the Trustee but, following a Change in Control, may not be an affiliate of the Company. In the event the Trustee shall exercise this right, the Trustee shall remain, at all times responsible for the acts of an investment manager. The Trustee shall have the right to purchase an insurance policy or an annuity to fund the benefits of the Plans, provided such purchase does not cause a Participant or Beneficiary to be considered in violation of section 409A of the Code.

The Company shall have the right at any time, and from time to time, in its sole discretion, to substitute assets (other than securities issued by the Trustee or the Company) of equal fair market value for any asset held by the Trust. This right is exercisable by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity; provided, however, that, following a Change in Control, no such substitution shall be permitted unless the Trustee determines that the fair market values of the substituted assets are equal.

To the extent that the Trustee is directed by the Company prior to a Change in Control to invest part or all of the Trust Fund in insurance contracts, the type and amount thereof shall be specified by the Company. The Trustee shall be under no duty to make inquiry as to the propriety of the type or amount so specified.

Each insurance contract issued shall provide that the Trustee shall be the owner thereof with the power to exercise all rights, privileges, options and elections granted by or permitted under such contract or under the rules of the insurer. The exercise by the Trustee of any incidents of ownership under any contract shall, prior to a Change in Control, be subject to the direction of the Company. After a Change in Control, the Trustee shall have all such rights.

The Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against an insurance policy held in the Trust Fund.

No insurer shall be deemed to be a party to the Trust and an insurer’s obligations shall be measured and determined solely by the terms of contracts and other agreements executed by the insurer.

Prior to a Change in Control, all income received by the Trust, net of expenses and taxes, may be returned to the Company or accumulated and reinvested within the Trust at the direction of the Company.

Following a Change in Control, all income received by the Trust, net of expenses and taxes payable by the Trust, shall be accumulated and reinvested within the Trust as part of the Fund.

The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Plans or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d).

The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the gross negligence or willful misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this Trust or to protect a Participant’s or Beneficiary’s rights under the Plans, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Fund. If the Trustee is found to have engaged in gross negligence or willful misconduct, then the Trustee shall promptly reimburse the Company, or the Trust if applicable, for any costs, expenses and liabilities that the Company or the Trust has paid on behalf of the Trustee with respect to such litigation. The provisions of this paragraph (b) shall not apply with respect to investment decisions directed by the Company, an investment manager or investment committee, which are governed solely by Section 6(a)(4).

Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall select legal counsel that does not otherwise act as counsel to the Company or any of its affiliates and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Plans.

The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder and may rely on any determinations made by such agents and information provided to it by the Company.

The Trustee shall have, without exclusion, all powers conferred on the Trustee by applicable law, unless expressly provided otherwise herein.

Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section ###-###-####-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Prior to a Change in Control, the Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise. Following a Change in Control, the Trustee may resign only after the appointment of a successor Trustee.

The Trustee may be removed by the Company on sixty days (60) days’ notice or upon shorter notice accepted by the Trustee. Notwithstanding the foregoing, after a Change in Control the Trustee may only be removed by the Company with the consent of a Majority of the Participants.

If the Trustee resigns within two years after a Change in Control, the Company, or if the Company fails to act within a reasonable period of time following such resignation, the Trustee, shall apply to a court of competent jurisdiction for the appointment of a successor Trustee which satisfies the requirements of Section 13 or for instructions.

Upon the effective date of resignation or removal of the Trustee and appointment of a successor Trustee, as mutually agreed upon by the Company, the Trustee and the successor trustee (although the Company’s agreement shall not be required if the successor Trustee is appointed by a court pursuant to paragraph (e) of this section), all assets of the Trust shall be transferred promptly to the successor Trustee. The transfer shall be completed effective on the date the resignation or removal of the Trustee becomes effective, unless the Company extends the time limit.

If the Trustee resigns or is removed, a successor shall be appointed by the Company, in accordance with Section 13, by the effective date of resignation or removal under paragraph(s) (a) or (b) of this section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

If the Trustee resigns or is removed in accordance with Section 12, the Company may appoint, subject to Section 12, any third party that is not an affiliate of the Company, such as a bank trust department or other party that may be granted corporate trustee powers under state law with a market capitalization exceeding $100,000,000, to replace the Trustee upon resignation or removal. The successor Trustee shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.

The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Section 9 and 10. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event related to the Trust or the Fund, or any condition existing with respect to the Trust or the Fund at the time it becomes successor Trustee.

This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company, except as otherwise provided in this Section 14. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plans or shall make the Trust revocable.

Following a Change in Control, except as provided in Section 14(c), the Trust shall not terminate until the date on which Participants and their Beneficiaries have received all of the benefits due to them under the terms and conditions of the Plans.

Following a Change in Control, upon written approval of all Participants and Beneficiaries of deceased Participants who are or may become (assuming all contingencies are met) entitled to payment of benefits pursuant to the terms of the Plans, the Company may terminate this Trust prior to the time all benefit payments under the Plans have been made. All assets in the Trust at termination shall be returned to the Company.

This Trust Agreement may not be amended by the Company following a Change in Control without the written consent of a Majority of the Participants, unless such amendment is required by law or is required to avoid a violation under Code section 409A.

For purposes of this Trust, the following terms, when capitalized, shall be defined as set forth below:

An Authorized Signer shall have the specific authority to determine whether a Change in Control has transpired, and shall give the Trustee notice of a Change in Control. The Trustee shall be entitled to rely upon such notice, but if the Trustee receives notice of a Change in Control from another source, the Trustee shall make its own independent determination. Further, after such time as an Authorized Signer of the Company has advised the Trustee that a Change in Control has transpired, an Authorized Signer of the Company may not thereafter advise the Trustee that a Change in Control has not transpired.

The existence of this Trust Agreement, information concerning a Change in Control and certain information relating to the Trust is "Confidential Information" pursuant to applicable federal and state law, and as such it shall be maintained by Trustee in confidence and not disclosed, used or duplicated, except as described in this section. If it is necessary for the Trustee to disclose Confidential Information to a third party in order to perform the Trustee's duties hereunder, the Trustee shall disclose only such Confidential Information as is necessary for such third party to perform its obligations to the Trustee and shall, before such disclosure is made, ensure that said third party understands and agrees to the confidentiality obligations set forth herein. The Trustee shall maintain an appropriate information security program and adequate administrative and physical safeguards to prevent the unauthorized disclosure, misuse, alteration or destruction of Confidential Information, and shall inform the Company as soon as possible of any security breach or other incident involving possible unauthorized disclosure of or access to Confidential Information. Confidential Information does not include information that is generally known or available to the public or that is not treated as confidential by the Company, provided, however, that this exception shall not apply to any publicly available information to the extent that the disclosure or sharing of the information by one or both parties is subject to any limitation, restriction, consent, or notification requirement under any applicable federal or state information privacy law or regulation. If the Trustee is required by law, according to the advice of competent counsel, to disclose Confidential Information, the Trustee may do so without breaching this section, but shall first, if feasible and legally permissible, provide the Company with prompt notice of such pending disclosure so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this section.

Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

The Company hereby represents and warrants that all of the Plans have been established, maintained and administered in accordance with all applicable laws, including without limitation, ERISA to the extent applicable. The Company hereby indemnifies and agrees to hold the Trustee harmless from all liabilities, including attorneys’ fees, relating to or arising out of the establishment, maintenance and administration of the Plans. To the extent the Company does not pay any of such liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.

Benefits payable to Participants and their Beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process. Notwithstanding the foregoing, to the extent the Trustee determines that the law so requires, the Trustee shall comply with any wage garnishment that applies to payments as they become due hereunder.

This Trust Agreement shall be governed by and construed in accordance with the laws of     Wisconsin, without regard to conflict of law principles thereof.