THIS AGREEMENT by and between McNeilus Companies, Inc., a Minnesota corporation (the "Company"),
and Dan J. Lanzdorf, (the "Executive"), dated as of the 24th day of April 1998.
WHEREAS, the parties wish to provide for the employment by the Company of the Executive, and the Executive
wishes to serve the Company, its affiliates, McNeilus Truck and Manufacturing, Inc., Iowa Contract Fabricators,
Inc., McIntire Fabricators, Inc., and Kensett Fabricators, Inc., and its parent Oshkosh Truck Corporation, in the
capacities and on the terms and conditions set forth in this agreement.
NOW THEREFORE, it is hereby agreed as follows:
1. Employment Period. The Company shall employ the Executive, and the Executive shall serve the Company, on
the terms and conditions set forth in this agreement, for an initial period (the "Initial Period") commencing at the
date of this Agreement and ending on September 31, 1998. This Agreement thereafter will renew automatically
for successive terms of one (1) year each, unless either party has given at least forty-five (45) days' advance
written notice of it or his intent to allow this Agreement to expire as of the end of such Initial Period or renewal
term. The term during which the Executive is employed by the Company hereunder (including without limitation
the Initial Period) is hereafter referred to as the "Employment Period."
In the event that for any reason, the Executive's employment continues with the Company following the expiration
of the Employment Period, as set forth above, then for so long as the Executive is so employed by the Company,
the provisions of Sections 8 and 9 shall survive the expiration of the Employment Period of this Agreement.
2. Position and Duties.
(a) The Executive shall serve as President of McNeilus Companies, Inc., and of its said affiliates with such duties
and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not