FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

             This First Amendment to Stock Purchase Agreement (the
   "Amendment") is made and entered into as of February 26, 1998, by and
   among McNeilus Companies, Inc., a Minnesota corporation (the "Company"),
   all of the shareholders of the Company listed on the signature page
   (collectively, the "Shareholders") and Oshkosh Truck Corporation, a
   Wisconsin corporation (the "Buyer").  

                                    RECITALS

             A.   The parties entered into the Stock Purchase Agreement by
   and among Buyer, the Company and shareholders dated December 8, 1997 (the
   "Agreement"); and

             B.   The parties desire to amend the Agreement as described
   herein.  

             NOW, THEREFORE, in consideration of the foregoing premises and
   of the mutual covenants herein contained, the parties agree as follows:

        1.   Section 2.1 shall be deleted, and replaced as follows:

                  2.1  Purchase Price.  The purchase price (the "Purchase
             Price") payable for the Shares shall be Two Hundred Eleven
             Million Five Hundred Thousand Dollars ($211,500,000).  The
             Purchase Price has been reduced by Five Hundred Thousand Dollars
             ($500,000), which reduction shall be deducted solely from the
             proceeds paid to Garwin McNeilus under Section 2.2.(b) below. 

        2.   Section 2.2.(b) shall be deleted, and replaced as follows:

                  2.2.(b)     Cash to Shareholders.  At the Closing, Buyer
             shall deliver to Shareholders the sum of Two Hundred Eleven
             Million Five Hundred Thousand Dollars ($211,500,000), less the
             amount paid to the Escrow Agent pursuant to subsection 2.2.(a)
             above.

        3.   Except as modified by this Amendment, the Agreement shall remain
   in full force and effect.

        4.   This Amendment may be executed in one or more original or
   facsimile counterparts, all of which shall be considered but one and the
   same agreement, and shall become effective when one or more such
   counterparts have been executed by each of the parties and delivered to
   the other parties. 


             IN WITNESS WHEREOF, the parties have executed this Amendment as
   of the date first written above. 

   OSHKOSH TRUCK CORPORATION          McNEILUS COMPANIES, INC.
   ("Buyer")                          ("Company")


   By:  /s/ Robert Bohn               By:  /s/ Denzil McNeilus
        Robert Bohn                        Denzil McNeilus 
        Chief Executive Officer            President


                                      SHAREHOLDERS


                                      /s/ Garwin McNeilus
                                      Garwin McNeilus


                                      /s/ Denzil McNeilus
                                      Denzil McNeilus


                                      /s/ Brandon McNeilus
                                      Brandon McNeilus


                                      /s/ Marilee McNeilus
                                      Marilee McNeilus 


                                      General Conference Of the Seventh Day
                                      Adventist Church 


                                      By:  /s/ Philip Follett
                                      Name: Philip Follett
                                           Vice President