2003 Committee Charter : OSK

Oshkosh Truck Corporation
Human Resources
The Oshkosh Board Of Directors
September 20, 1998

The Human Resources Committee shall oversee the human resources policies and practices of the Company, with particular attention to matters of compensation, benefits and individual development. In particular, the Human Resources Committee shall recommend to the Board of Directors the compensation of the President and Chief Executive Officer an all other executive officers of the Company, based on recommendations from the Chief Executive Officer, including base salary, stock options, stock awards and other appropriate incentive plans and perquisites, if consistent with usual practice and if needed in carrying out the Company's business. The Human Resources Committee shall recommend to the Board of Directors the names and titles of all elected officers of the Company and shall approve employment and compensation agreements with key personnel. The Human Resources Committee shall consult regularly with the Chief Executive Officer on matters of planning for executive succession, appropriate compensation and job descriptions and responsibilities for all other officers, incentive awards programs and policies, and individual development programs for the Company's entire workforce, including management. The Human Resources Committee shall review and approve annual and long term incentive plans and stock-based plans, as these plans apply to all individuals who may qualify under the terms of such plans and review on an ongoing basis such plans and, if appropriate, recommend to the Board of Directors amendments to or discontinuation of such plans. The Human Resources Committee shall review and periodically recommend to the Board of Directors, changes to compensation and benefits for the members of the Board of Directors, in light of competitive practices. The Committee, in its discretion, may retain independent counsel to consult with the Committee on compensation matters and assist in establishing competitive compensation guidelines for management and directors.