AMENDMENT TO THE TEREX CORPORATION

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

WHEREAS, Terex Corporation, a Delaware corporation located at 200 Nyala Farm Road, Westport, CT 06880 (the "Corporation") established the Terex Corporation Amended and Restated Deferred Compensation Plan effective January 1, 1997, as amended as of February 1, 1997 and amended and restated as of December 1, 1997, January 1, 2002, January 1, 2004 and March 11, 2004 (the plan as amended and restated shall be referred to as the "Plan"); and

WHEREAS, the Corporation wishes to amend the Plan;

NOW, THEREFORE, the Plan is hereby amended, effective as of December 31, 2004, as follows:

1.         Section 1.c. of the Plan is hereby amended by adding the following sentence at the end thereof:

“Notwithstanding anything contained herein to the contrary, Participants’ deferrals and the Corporation’s contributions under the Plan shall cease as of December 31, 2004 and the terms and conditions set forth in the Plan as of such date shall govern the distribution of Plan benefits attributable to such deferrals and contributions as of December 31, 2004.”

“Effective December 31, 2004, no additional deferrals may be made under the Plan.”

TEREX CORPORATION 2005 DEFERRED COMPENSATION PLAN

THIS TEREX CORPORATION 2005 DEFERRED COMPENSATION PLAN , dated as of January 1, 2005, established by TEREX CORPORATION (the “Plan”) , a Delaware corporation authorized to do business in the State of Connecticut, 200 Nyala Farm Road, Westport, CT 06880 (hereinafter referred to as the “Corporation”).

WITNESSETH THAT:

WHEREAS, the Corporation established the Terex Deferred Compensation Plan effective January 1, 1997 as amended as of February 1, 1997 (the “Original Plan”), and the Original Plan provided that the Corporation may amend the Original Plan at any time;

WHEREAS, the Corporation amended and restated the Original Plan as of December 1, 1997, January 1, 2002, January 1, 2004 and March 11, 2004 (the Original Plan as amended and restated shall be referred to as the “Former Plan”);

WHEREAS, the Corporation amended the Former Plan on October 14, 2008, effective December 31, 2004, to freeze participation and future contributions under the Plan;

WHEREAS, the Corporation established this Plan, effective January 1, 2005; to comply with Section 409A of the Internal Revenue Code of 1986, as amended;

WHEREAS, the Corporation recognizes the valuable services heretofore performed for it by the employees and the outside directors participating in this Plan (the “Participants”);

WHEREAS, the Corporation has established this Plan to provide retirement and death benefits, and benefits in the event of any other termination of employment or service as an outside director, as provided herein to a select group of management or highly compensated employees and the outside directors;

WHEREAS, each Participant desires to receive such benefits and to defer a portion of his or her compensation;

WHEREAS, the Corporation has established a trust dated as of January 1, 1997 (the “Trust”) to assist in providing the benefits under the Former Plan and the Trust has been amended effective as of January 1, 2005 to assist in providing benefits under this Plan; and

WHEREAS, the Corporation desires to provide the terms and conditions upon which the Corporation shall pay such additional compensation through the Trust to the Participants;

NOW, THEREFORE, in consideration of these premises, the Corporation adopts the Plan as follows:

b.           Name . The Plan shall be known as the “Terex Corporation 2005 Deferred Compensation Plan.”

c.           Purpose . The purpose of the Plan is to defer the payment of a portion of the compensation of the Participants, including the portion deferred by each Participant in accordance with an

annual Deferral Election, so that such amount may be paid to the Participants (or their beneficiaries) upon retirement or death or other termination of employment as specified herein.

Except as otherwise provided herein, the following terms shall have the definitions hereinafter indicated wherever used in this Plan with initial capital letters:

a.           Beneficiary : Any person, entity, or any combination thereof designated by the Participant, on a Beneficiary Designation Form acceptable to the Corporation, to receive benefits under this Plan in the event of the Participant’s death, or in the absence of any such designation, his or her estate.

b.           Beneficiary Designation Form : The designation by the Participant of his or her Beneficiary or Beneficiaries, as amended from time to time, and in a form acceptable to the Corporation.

d.           Compensation : All wages, salaries, bonuses, director fees and restricted stock awards granted to directors to be paid to a Participant for services rendered to the Corporation, other than stock options issued to a Participant pursuant to a qualified stock option plan (not including any amounts deferred by the Corporation under the provisions of this Plan).

e.           Deferral Election : The form or other method of deferral acceptable to the Corporation that provides for the Participant to elect to defer a portion of his or her Compensation or other amounts or items. A Participant must complete and submit to the Corporation a new Deferral Election for each such Plan Year with respect to which a Participant elects to defer a portion of his or her Compensation and indicate the form and time at which amounts deferred during such Plan Year are to be distributed; provided that a separate Deferral Election is required to defer any bonus payable in such Plan Year. Deferral Elections with respect to Compensation that meets the requirements of “performance-based compensation” under Section 409A may be made no later than the date that is six months before the end of the performance period. Deferral Elections with respect to a restricted stock award shall be made prior to the date of grant of such restricted stock award. Except as provided in the preceding 2 sentences and Section 3a, Deferral Elections must be made within the time prescribed by the Corporation but in no event later than December 31 of the Plan Year preceding the Plan Year to which the Deferral Election relates. The Subsequent Election Limitations apply independently to each Deferral Election.

f.           Deferred Compensation Account : Shall have the meaning set forth in Section 4 of this Plan.

g.           Earnings : The amount credited to each Participant’s Deferred Compensation Account as earnings, as provided in Section 4 hereof.

i.            Employee : An employee of the Corporation who is selected by the Corporation to participate in this Plan, and who elects to participate in this Plan by executing and delivering to the Corporation a Deferral Election which is satisfactory to the Corporation.

j.           Investment Designation : The provisions of the Deferral Election providing for the investment designation by the Participant as described in Section 4 of this Plan, as amended from time to time, and as acceptable to the Corporation.

k.           Key Employee : An Employee treated as a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, i.e., a key employee of the Corporation (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof). The Corporation shall determine which Employees shall be deemed Key Employees using December 31 as an identification date.

l.            Key Employee Limitation : The following limitation is intended to comply with Section 409A. Notwithstanding any Deferral Election or provision of this Plan to the contrary, distribution of the Deferred Compensation Account payable by reason of a Participant’s Termination of Employment or Retirement to a Participant who is a Key Employee, shall not be made before six months after such separation from service or the Participant’s death, if earlier. At the end of such six-month period, payments that would have been payable but for the Key Employee Limitation shall be paid in a lump sum, without interest, on the first day of the seventh month following the Participant’s Termination of Employment or Retirement, as applicable, and remaining payments shall commence as indicated on the relevant Deferral Elections.

p.           Retirement : The termination of a Participant’s employment with the Corporation after attaining Normal Retirement Age.

q.           Section 409A : Section 409A of the Code and the regulations issued thereunder, as the same may be amended from time to time and any successor statute to such section of the Code.

r.           Subsequent Election Limitations : Refers to the following limitations applicable to any Participant’s subsequent election to delay payment of the Deferred Compensation Account or to change the form of such payment: (i) such election may not take effect until at least 12 months after the date on which the election is made; (ii) with respect to an election related to payment of the Deferred Compensation Account for reasons other than death or Unforeseeable Emergency, no payments specified in a subsequent election may be made during the five-year period commencing on the date distribution of benefits would have commenced but for such subsequent election; and (iii) with respect to a subsequent election related to payment of the Deferred Compensation Account pursuant to a fixed schedule or payable at a specified time, such election may not be made less than 12 months prior to the date of the first scheduled payment. For purposes hereof, installment payments shall be treated as a single payment.

s.           Termination of Employment : Means the severing of employment with or services as an outside director to the Corporation and affiliates, voluntarily or involuntarily, for any reason other than Retirement, death or an authorized leave of absence.

t.           Unforeseeable Emergency : Asevere financial hardship toa Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant's dependent (within the meaning of Section 152(a) of the Code), or the Participant's Beneficiary, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of eventsbeyond the control of the Participant, or such other circumstances or events, if any, that are included within the meaning of “unforeseeable emergency” under Section 409A.

u.           Year of Participation : A Plan Year during which an Employee is employed on a full-time basis with the Corporation or an outside director serves on the Corporation’s Board of Directors. An Employee who is employed on a full-time basis for any portion of a Plan Year and an outside director

who sits on the Corporation’s Board of Directors for any portion of a Plan Year shall be credited with a Year of Participation for that Plan Year.

a.           Enrollment . As a condition to participating in this Plan, a Participant shall execute and file with the Corporation an irrevocable Deferral Election before the end of the Plan Year immediately preceding the Plan Year for which the election is made. However, if an employee or director becomes a participant after the beginning of a Plan Year and does not already participate in a nonqualified deferred compensation plan that is required to be aggregated with this Plan under Section 409A, the Participant may execute and file with the Corporation a Deferral Election for such Plan Year within 30 days after being selected to participate in the Plan. The Corporation shall establish from time to time such other enrollment requirements as it determines are necessary, convenient or appropriate to carry out any of the purposes or intent of the Plan or to better assure the Plan’s compliance with Section 409A. Participation shall commence as soon as practicable following timely receipt of all required enrollment materials.

b.           Deferral Elections . The Deferral Election shall designate the portion of the Participant’s Compensation that shall be deferred hereunder; provided, however, that (i) the Participant may not defer more than a certain percentage of his or her regular salary as designated by the Corporation from time to time (the initial maximum percentage shall be twenty percent (20%)), and (ii) no amount shall be deferred from any amount that was payable to the Participant before the end of the Plan Year in which theParticipant executed the Deferral Election. A Participant may separately elect todefer up to one hundred percent (100%) of his or her bonus or director fees. All deferrals of salary, director fees or bonuses shall be in increments of one percent (1%) or, if acceptable to the Corporation, a specific dollar amount (or a Participant may elect to receive a specified dollar amount of his or her bonus and defer the remainder).

a.           Deferred Compensation Account . Any Compensation or other amounts or items deferred by a Participant shall be credited to a deferred compensation bookkeeping account maintained by the Plan recordkeeper for the Participant. The Plan recordkeeper shall update the Participant’s Deferred Compensation Account (including Earnings) on a daily basis.

b.           Earnings . Earnings with respect to each deferral shall be credited to the Participant’s Deferred Compensation Account as measured by the applicable Investment Designation. The two available options for the Investment Designation shall be (i) Terex stock, and (ii) a bond index (the “Bond Index”), selected by the Corporation, which shall provide an interest rate which mirrors an investment in the corporate bonds of companies rated Baa or higher. The Corporation may change the options available and the applicable bond index from time to time. With respect to a Bond Index designation, any interest rate credited to the Participant’s Deferred Compensation Account in any given month shall be the interest rate for the penultimate month. With respect to a Terex stock designation, the deemed purchase price for measuring Earnings hereunder will be the closing price of Terex stock listed in The Wall Street Journal on the day it is posted to the Participant’s Deferred Compensation Account. All designations of a particular Investment Designation must constitute at least ten percent (10%) of the deferral. The Earnings credited to the Deferred Compensation Account shall be an amount equal to the amount which would have been earned if the Participant’s Deferred Compensation Account had been applied or invested in accordance with the Investment Designation. Earnings shall also include any dividends paid on Terex stock credited to the Participant’s Deferred Compensation Account. In the event of any losses based on an Investment Designation, the Participant’s Deferred Compensation Account shall be reduced accordingly, and the Corporation shall have no obligation or responsibility with respect to any such losses.

(1)        In addition, the Corporation shall match twenty-five percent (25%) of the Participant’s deferrals for which the Participant’s Investment Designation is Terex stock (herein the “Terex Matching Contributions”). This is the only matching contribution the Corporation shall make. Notwithstanding any contrary provision contained herein, Terex Matching Contributions shall not apply to Restricted Stock (as such term is defined in any Terex Incentive Compensation Plan) deferred by a Participant in accordance with the provisions of this Plan.

d.           Change of Control . In the event of a “Change of Control” as such term is defined in Section 13(d) of the Trust, the Corporation shall make contributions to the Trust in connection with such Change of Control so that the Trust will have sufficient funds to pay all benefits earned or accrued as of such date and all benefits reasonably expected to be earned or accrued thereafter as calculated by the Corporation based on reasonable assumptions.

e.           No Rights in Specific Assets . The Corporation, in its sole and absolute discretion, may (or may not) acquire any item indicated in the Participant’s Investment Designation, and any investment product or other item so acquired for the convenience of the Corporation shall be the sole and exclusive property of the Corporation (or a trust established by the Corporation) with the Corporation (or a trust established by the Corporation) named as owner and beneficiary thereof. To the extent that a Participant or his or her Beneficiary acquires a right to receive payments from the Corporation under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Corporation.

f.           Change in Investment Designations . A Participant may not change his or her Investment Designation with respect to any portion of the Participant’s Deferred Compensation Account.

a.           Amount . At such time as a pre-retirement or accelerated distribution is due, or upon a Participant’s Retirement, death, or other Termination of Employment or service as an outside director, the Corporation shall pay benefits as follows:

(1)         Retirement or Termination of Employment After Five Years of Participation . Subject to the Key Employee Limitation, if the Participant retires, dies or has a Termination of Employment or terminates service as an outside director after he or she attains Normal Retirement Age or after he or she has attained five Years of Participation, such Participant shall receive payments:

(i)         as designated in his or her Deferral Elections, as applicable and as may be amended subject to the Subsequent Election Limitations; or

(ii)        if such Participant has failed to make any such designation for any amount, with respect to such amount, such Participant shall receive the amount of his or her Deferred Compensation Account balance, payable in a lump sum in the Plan Year following such retirement, death, Termination of Employment or termination of service as an outside director.

(2)         Termination of Employment Before Attaining Normal Retirement Age and Five Years of Participation . Subject to the Key Employee Limitation, if the Participant dies or has a Termination of Employment or terminates service as an outside director before he or she attains Normal Retirement Age, and before he or she has attained five Years of Participation, the Corporation shall pay, in a lump sum to the Participant, the entire amount of his or her Deferred Compensation Account in the Plan Year after the Participant’s employment terminates. The Corporation shall have no further liability

hereunder to the Participant or his or her Beneficiary, assigns or other successors after making any lump sum payment under this Section 5a(2).

(3)         Pre-Retirement . A Participant may elect in a Deferral Election to receive payment of all or a portion of a deferral on a specified date before the Participant retires. Except as provided in Sections 5c and 5d, all deferrals must remain in the Participant’s Deferred Compensation Account for at least portions of three Plan Years. The Participant may make the election to receive a pre-retirement payment when the Participant completes the Deferral Election for the given Plan Year. The pre-retirement payment may be paid in (i) a lump sum, based on the most recent valuation of the Participant’s Deferred Compensation Account, or (ii) in a four (4) year stream, which will be paid in the same manner as an installment payment payable under Section 5a(5).

(4)         Death . In the event of the Participant’s death before he or she has received all amounts under his or her Deferred Compensation Account, upon the Participant’s death, the remaining balance in the Participant’s Deferred Compensation Account shall be paid to the Participant’s Beneficiary within sixty days following the Participant’s death in a lump sum. Upon making such lump sum payment , the Corporation shall have no further obligations hereunder to the Participant or his or her Beneficiary, assigns or other successors.

(5)         Form of Payment . In each Deferral Election, a Participant may designate the following forms of payment of the Deferred Compensation Account: (i) a lump sum, based on the value of the Participant’s Deferred Compensation Account on the last business day of the year in which theTermination of Employment, Retirement or termination of services as a director occurs, payable in the Plan Year following his or her Termination of Employment, Retirement or termination of services as a director, as applicable, or (ii) in five (5), ten (10) or fifteen (15) substantially equal annual payments which payments shall commence in the Plan Year following his or her Termination of Employment, Retirement or termination of services as a director, as applicable. Any installment payment hereunder shall equal the quotient determined by dividing the Participant’s remaining Deferred Compensation Account balance at the time of payment by the number of remaining installments (including the current installment).

(6)         Lump Sum Payment . Notwithstanding any other provision herein but subject to the Key Employee Limitation, in all cases whenever benefits are payable hereunder, the Corporation shall pay the entire remaining balance of any Participant’s Deferred Compensation Account at any time the balance is $50,000 or less (whether or not any installment or other payments have already been made), and upon making such lump sum payment, the Corporation shall have no further obligation to such Participant or his or her Beneficiary or assigns or other successors hereunder.

b.           Form of Distribution . Any portion of a Participant’s Deferred Compensation Account that has an Investment Designation of Terex stock will be distributed in Terex shares, except for fractional shares, which will be distributed in cash. Any portion of a Participant’s Deferred Compensation Account that has an Investment Designation of the Bond Index shall be paid in cash.

c.           Hardship Withdrawals . A Participant may request a distribution hereunder of all or a portion of the Participant’s Deferred Compensation Account in response to an Unforeseeable Emergency. Any early withdrawal on account of an Unforeseeable Emergency shall be paid in the form described in Section 5b and limited to the amount reasonably necessary to meet such emergency, and the amount otherwise payable hereunder shall be reduced accordingly. A request for a withdrawal due to an Unforeseeable Emergency must be reviewed and approved by the administrative committee represented by Corporate Human Resources, Legal and Finance departments of the Corporation, before a distribution shall be made hereunder. Any determination that an Unforeseeable Emergency exists and the appropriate amount of a withdrawal shall be made in accordance with Section 409A. A distribution due to an

Unforeseeable Emergency shall be made within sixty days following the approval of the distribution by the administrative committee.

d.           Acceleration of Distributions . In the absence of an Unforeseeable Emergency, the Corporation may, in its discretion, accelerate the payment of all or a portion of a Participant’s Deferred Compensation Account to the extent permitted under any applicable exception to the prohibition on an acceleration of payments under Treasury Regulation Section 1.409A-3(j)(4)(ii) through (xiv) (for example, in accordance with a domestic relations order, for payments less than $15,500 (indexed), for the payment of certain employment, state, local or foreign taxes or taxes imposed under Section 409A of the Code, cancellation of deferrals due to an unforeseeable hardship or disability, plan termination and liquidation, to satisfy certain debts of a Participant to the Corporation, or in settlement of certain bona fide disputes).

e.           Payment Only from Corporation Assets . Any payment of benefits to a Participant or his or her Beneficiary shall be made from assets which shall continue, for all purposes, to be a part of the general assets of the Corporation; no person shall have or acquire any interest in such assets by virtue of the provisions of this Plan. To the extent that a Participant or his or her Beneficiary acquires a right to receive payments from the Corporation under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Corporation.

f.           Beneficiaries . A Participant may designate his or her Beneficiary or Beneficiaries to receive the amounts as provided herein after his or her death in accordance with the Beneficiary Designation. In the absence of such a designation, the Corporation shall pay any such amount to the Participant ’ s estate.

g.           No Trust . Nothing contained in this Plan, and no action taken pursuant to its provisions shall create, or be construed to create, a trust of any kind.

a.           Determinations and Claims Procedures . The Corporation shall make all determinations as to rights to benefits under this Plan.

(1)         Claims for Benefits . If any person or the authorized representative of the person believes that the person is being denied benefits to which he or she is entitled hereunder, the person or his or her representative (the “Claimant”) may file a written claim for such benefits with the Corporation. If such claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. Such claims should be sent to the following address:

Terex Corporation

Human Resources Department

200 Nyala Farm Road

Westport, Connecticut 06880

The written claim must state (i) the reason for making the claim, (ii) the facts supporting the claim, (iii) the amount claimed, and (iv) the Claimant’s name and address.

(2)         Notice of Determination . If a claim is wholly or partially denied, the Corporation will issue a determination in writing within a reasonable period of time, but no later than 90 days after receipt of the claim. If special circumstances justify extending the period up to an additional 90 days, the

Claimant will be given written notice of this extension within the initial 90-day period and the notice will explain the special circumstances and the date a decision is expected. A notice of adverse determination will be written in a manner calculated to be understood by the Claimant and will contain (i) the specific reason or reasons for the adverse determination, (ii) reference to the specific Plan provisions on which the determination is based, (iii) a description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation of why this material or information is necessary, (iv) a description of the Plan’s review procedures and time limits applicable to these procedures, (v) and a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. The following appeal procedures give the rules for appealing a denied claim.

(3)         Appeal of Adverse Determination . A Claimant may appeal an adverse determination to the committee designated by the board of directors of the Corporation to determine such appeals (the “Appeals Committee”), and receive a full and fair review of the claim and adverse determination. The Claimant’s appeal must be written and filed within 60 days of the Claimant’s receipt of the notification of adverse determination. The written request for appeal should contain (i) a statement of the ground on which the appeal is based, (ii) reference to the applicable provisions of the Plan, (iii) the reason or argument why the Claimant believes the claim should be granted and evidence supporting each reason or argument; and (iv) any other relevant documents or comments that the Claimant wishes to include. The Appeals Committee will provide the Claimant the opportunity to submit written comments, documents, records and other information relating to the claim, and the Appeals Committee will take such information into account during the appeal without regard to whether such information was submitted or considered in the initial determination. The Claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim.

(4)         Decision . The Appeals Committee will deliver to the Claimant an electronic or written decision on the appeal within a reasonable period, but no later than 60 days after the receipt of the Claimant’s request for the review, unless special circumstances exist that justify extending this period up to an additional 60 days. If the period is extended, the Claimant will be given written notice of this extension during the initial 60-day period, and the notice will set forth the special circumstances requiring an extension and the date a decision is expected. A notice of adverse determination on appeal will be written in a manner calculated to be understood by the Claimant and will contain (i) the specific reason or reasons for the adverse determination, (ii) references to the specific Plan provisions on which the determination is based, (iii) a statement that the Claimant may receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s claim for benefits, and (iv) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

(5)         Standard of Review . A claimant must pursue the claim and appeal rights described above before seeking any other legal recourse regarding claims for benefits. Any further review, judicial or otherwise, of the Corporation’s decision on the claim will be limited to whether, in the particular instance, the Corporation abused its discretion. In no event will any further review, judicial or otherwise, be on a de novo basis, because the Corporation has discretionary authority to determine eligibility for benefits under the Plan and to construe and interpret the terms of the Plan.

b.           Interpretation . Subject to the foregoing, (i) the Corporation shall have full power and authority to interpret, construe and administer this Plan; and (ii) the interpretation and construction of this Plan by the Corporation, and any action taken hereunder, shall be binding and conclusive upon all parties in interest.

c.           Reports . The Corporation shall have the Plan recordkeeper provide the Participant with a statement reflecting the amount of the Participant’s Deferred Compensation Account on a quarterly basis.

d.           No Liability . No employee, agent, officer, trustee or director of the Corporation shall incur any liability for the breach of any responsibility, obligation or duty in connection with any act done or omitted to be done in good faith in the interpretation, construction, administration or management of the Plan and shall be indemnified and held harmless by the Corporation from and against any such liability, including all expenses reasonably incurred in their defense if the Corporation fails to provide such defense.

7.           Non-Assignability of Benefits . Neither any Participant nor any Beneficiary under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable hereunder. Such amounts shall not be subject to seizure by any creditor of a Participant or any Beneficiary hereunder, by a proceeding at law or in equity, nor transferable by operation of law in the event of the bankruptcy or insolvency of any Participant or any Beneficiary hereunder. Any such attempted assignment or transfer shall be void and shall terminate the Participant ' ’ s participation in this Plan; the Corporation shall thereupon have no further liability hereunder with respect to such Participant and his or her Beneficiary. Notwithstanding the foregoing, all or a portion of a Participant’s Deferred Compensation Account may be paid to another person as specified in a domestic relations order that the Corporation determines is a “domestic relations order” as defined in Code section 414(p)(1)(B) without resulting in a termination of the Participant’s participation in the Plan. Upon distributing amounts in accordance with the requirements of a domestic relations order, the Corporation shall have no further liability hereunder with respect to such amounts to either the Participant, his or her Beneficiary, or the subject of such domestic relations order.

8.           Amendment . This Plan may not be amended, altered, modified or terminated, except by a written instrument signed by the Corporation, subject to any requirement for stockholder approval imposed by applicable law or any rule of any stock exchange or quotation system on which Terex common stock is listed and quoted; provided that no such termination shall (i) adversely affect a Participant’s entitlement to benefits attributable to amounts credited to his or her Deferred Compensation Account prior to the termination of this Plan or (ii) effect the timing or form of the distribution of a benefit hereunder in a manner that would violate Section 409A. A Participant’s entire Account shall be distributed to the Participant (or Beneficiary) following termination of the Plan in such form and on the earliest date permitted under Section 409A.

9.           Impact on Other Benefits . Except as otherwise required by the Code or any other applicable law, this Plan and the benefits provided herein are in addition to all other benefits which may be provided by the Corporation to the Participants from time to time, and shall not reduce, replace or otherwise cause any reduction, in any manner, with regard to any of such other benefits.

10.         Notices . Any notice, consent or demand required or permitted to be given under the provisions of this Plan by the Corporation or any Participant or Beneficiary shall be in writing, and shall be signed by the person or entity giving or making the same. If such notice, consent or demand is mailed, it shall be sent by United States certified mail, postage prepaid, addressed to the principal office of the Corporation, or if to a Participant or Beneficiary to such individual or entity ' ’ s last known address as shown on the records of the Corporation. The date of such mailing shall be deemed the date of notice, consent or demand.

11.         Tax Withholding . The Corporation shall have the right to deduct from all payments made under this Plan any federal, state or local taxes required by law to be withheld with respect to such payments.

12.         Governing Law . This Plan shall be governed by and construed in accordance with the laws of the State of Connecticut.

IN WITNESS WHEREOF, the Corporation has executed and adopted this Plan effective as of the date first above written.

TEREX CORPORATION

AMENDED AND RESTATED

2000 INCENTIVE PLAN

(as amended through October 14, 2008)

Terex Corporation (the "Company") hereby establishes and adopts the following Amended and Restated 2000 Incentive Plan (the "Plan").

RECITALS

WHEREAS, the Company desires to encourage high levels of performance by those individuals who are key to the success of the Company, to attract new individuals who are highly motivated and who will contribute to the success of the Company and to encourage such individuals to remain as directors, officers, employees, consultants and/or advisors of the Company and its subsidiaries and affiliates by increasing their proprietary interest in the Company's growth and success.

WHEREAS, to attain these ends, the Company has formulated the Plan embodied herein to authorize the granting of incentive awards through grants of stock options, grants of stock appreciation rights, grants of share purchase awards, grants of restricted share awards and grants of performance awards to those individuals whose judgment, initiative and efforts are, have been or are expected to be responsible for the success of the Company.

NOW, THEREFORE, the Company hereby constitutes, establishes and adopts the following Plan and agrees to the following provisions:

ARTICLE I

DEFINITIONS

1.1.     “ Award ” shall include a grant of an Option, a grant of a stock appreciation right, a grant of a Share Purchase Award, a grant of a Restricted Share Award, a grant of a Performance Award or any other award made under the terms of the Plan.

1.2.     “ Cause " shall mean: (i) conviction in a court of law of, or guilty plea or no contest plea to, a felony charge or a misdemeanor charge involving moral turpitude, (ii) willful, substantial and continued failure to perform duties, (iii) willful engagement in conduct that is demonstrably and materially injurious to the Company, (iv) entry by a court or quasi-judicial governmental agency of the United States or a political subdivision thereof of an order barring an Employee from serving as an officer or director of a public company, (v) gross negligence resulting in material economic harm to the Company, or (vi) a breach by an Employee of any agreement between such Employee and the Company. For the purposes of clauses, (ii), (iii) and (v) of this definition, no act or failure to act shall be deemed “willful” or “gross negligence” (x) if caused by a Disability or (y) unless done, or omitted to be done, not in good faith or without reasonable belief that such act or omission was in the best interest of the Company.

(i)   the sale, assignment, lease, transfer or conveyance (in one transaction or a series of transactions) of all or substantially all of the Company’s assets;

(ii) the Company shall be merged or consolidated with another corporation, and as a result of such merger or consolidation either (a) the Company is not the continuing or surviving corporation or (b) less than 51% of the outstanding voting securities of the surviving or resulting corporation shall be owned directly or indirectly in the aggregate by the shareholders of the Company immediately prior to such merger or consolidation;

(iii) the liquidation or dissolution of the Company or the adoption of a plan by the stockholders of the Company relating to the dissolution or liquidation of the Company;

(iv) the acquisition by any person or group (as such term is used in Section 13(d)(3) of the Exchange Act) of a direct or indirect majority in interest (more than 50%) of the voting power of the Shares of the Company by way of purchase, merger or consolidation or otherwise, or

(v) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (which includes any new directors whose nomination for election by such Board of Directors was approved by a vote of at least 66 2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company.

For purposes of this Section 1.3, the term “person” shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.

For purposes of Section 1.3, the rules of Section 318(a) of the Code and the regulations issued thereunder shall be used to determine stock ownership.

1.7.     " Disability " means a Participant's inability to engage in any substantial gainful activity because of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of twelve (12) months or longer.

1.8.     " Employee " means all employees of the Company or of a subsidiary or affiliate of the Company participating in the Plan, including officers of the Company who are also directors of the Company.

1.11.   “ Non-Employee Director ” is a Director who is a “Non-Employee Director” within the meaning of Rule 16b-3(b)(3)(i) of the Exchange Act.

1.13.   “ Outside Director ” is a Director who is an “outside director” within the meaning of Section 162(m)(4)(C)(i) of the Code.

1.15.   “ Performance Awards ” means cash bonuses or other Awards under the Plan, including Options, Share Purchase Awards, Restricted Share Awards and stock appreciation rights, based on performance measures.

1.16.   “ Qualifying Performance Awards ” means Performance Awards which the Committee intends to qualify for a tax deduction under the Code.

1.18.   " Restricted Share Awards " means Shares subject to restrictions on their transfer, conditions of forfeitability, or any other limitations or restrictions as determined by the Committee.

ARTICLE 2

PURPOSE OF THE PLAN

2.1       Purpose . The purpose of the Plan is to assist the Company in attracting and retaining selected individuals to serve as directors, officers, consultants, advisors and Employees of the Company and its subsidiaries and affiliates who will contribute to the Company's success and to achieve long-term objectives which will inure to the benefit of all stockholders of the Company through the additional incentive inherent in the ownership of the Company's Shares. Options granted under the Plan will be either "incentive stock options," intended to qualify as such under the provisions of Section 422 of the Code, or "nonqualified stock options." For purposes of the Plan, the term "subsidiary" shall mean "subsidiary corporation," as such term is defined in Section 424(f) of the Code, and "affiliate" shall have the meaning set forth in Rule 12b-2 of the Exchange Act.

ARTICLE 3

SHARES SUBJECT TO AWARDS

3.1.      Number of Shares . Subject to the adjustment provisions of Section 10.11 hereof, the maximum number of Shares that may be delivered pursuant to all Awards granted under this Plan shall be 12,000,000 Shares. This aggregate Share limit, as adjusted, shall constitute and be referred to as the "Share Limit." For purposes of this Section 3.1, the Shares that shall be counted toward the Share Limit shall include all Shares:

(1) issued or issuable pursuant to Options that have been or may be exercised;

3.2. Shares Subject to Terminated Awards . The Shares covered by any unexercised portions of terminated or expired Options granted under the Plan, Shares covered by a Restricted Share Award that is forfeited as provided in the Plan and Shares subject to any Awards which are otherwise surrendered by the Participant without receiving any payment or other benefit with respect thereto may again be subject to new Awards under the Plan. In the event the exercise price of an Option is paid in whole or in part through the delivery of Shares, the number of Shares issuable in connection with the exercise of the Option shall not again be available for the grant of Awards under the Plan. Shares subject to Options, or portions thereof, which have been surrendered in connection with the exercise of stock appreciation rights shall not again be available for the grant of Awards under the Plan.

3.3.    Character of Shares . Shares delivered under the Plan may be authorized and unissued Shares or Shares acquired by the Company, or both.

3.4.      Limitations on Grants to Individual Participant . Subject to adjustments pursuant to the provisions of Section 10.11 hereof, the number of Shares which may be granted hereunder to any Employee during any fiscal year under all forms of Awards shall not exceed 1,500,000 Shares.

ARTICLE 4

ELIGIBILITY AND ADMINISTRATION

4.1.      Awards to Employees and Directors . (a) Participants shall consist of such key officers, employees, consultants, advisors and directors of the Company or any of its subsidiaries or affiliates as the Committee shall select from time to time, provided, however , that an Option that is intended to qualify as an "incentive stock option" may be granted only to an individual that is an Employee. The Committee's designation of a Participant in any year shall not require the Committee to designate such person to receive Awards or grants in any other year. The designation of a Participant to receive Awards or grants under one portion of the Plan shall not require the Committee to include such Participant under other portions of the Plan.

(b)       No Option which is intended to qualify as an "incentive stock option" may be granted to any Employee who, at the time of such grant, owns, directly or indirectly (within

the meaning of Sections 422(b)(6) and 424(d) of the Code), Shares possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its subsidiaries or affiliates, unless at the time of such grant, (i) the exercise price is fixed at not less than 110% of the Fair Market Value of the Shares subject to such Option, determined on the date of the grant, and (ii) the exercise of such Option is prohibited by its terms after the expiration of five years from the date such Option is granted.

4.2.      Administration . (a) The Plan shall be administered by a committee (the "Committee") consisting of not fewer than two Directors as designated by the Directors. The Directors may remove from, add members to, or fill vacancies in the Committee. Each member of the Committee shall be a Non-Employee Director and an Outside Director, except that if the Directors determine that (i) the Plan cannot or need not satisfy the requirements of Rule 16b-3 of the Exchange Act (such that grants of Awards are not or need not be exempt from Section 16(b) of the Exchange Act), then there may be less than two members of the Committee and the members of the Committee need not be Non-Employee Directors or (ii) they no longer want the Plan to comply with the requirements of Section 162(m) of the Code and the regulations thereunder or the Plan need not comply with such requirements, then there may be less than two members of the Committee and the members of the Committee need not be Outside Directors. The Compensation Committee of the Board of Directors of the Company shall comprise the Committee under the Plan so long as the members of the Compensation Committee meet the requirements set forth in this clause (a).

(b)       The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it may deem appropriate for the conduct of meetings and proper administration of the Plan. All actions of the Committee shall be taken by majority vote of its members. Subject to the requirements of Section 16(b) of the Exchange Act and Section 162(m) of the Code (in each case to the extent applicable), the Committee in its discretion may delegate to the Chairman of the Board and/or Chief Executive Officer of the Company the right to grant Awards under the Plan on such terms and conditions as the Committee may from time to time establish.

(c)       Subject to the provisions of the Plan, the Committee shall have authority, in its sole discretion, to grant Awards under the Plan, to interpret the provisions of the Plan and, subject to the requirements of applicable law, including (if applicable) Rule 16b-3 of the Exchange Act, to prescribe, amend, and rescind rules and regulations relating to the Plan or any Award thereunder as it may deem necessary or advisable. All decisions made by the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Company, its stockholders, Directors and Employees, and other Plan Participants.

ARTICLE 5

OPTIONS

5.1.      Grant of Options . The Committee shall determine, within the limitations of the Plan, those key individuals and the Directors and Employees to whom Options are to be granted under the Plan, the number of Shares that may be purchased under each such Option and the exercise price of each such Option, and shall designate such Options at the time of the grant as either "incentive stock options" or "nonqualified stock options"; provided, however , that Options granted to Employees of an affiliate (that is not also a subsidiary) or to non-employees of the Company may only be "nonqualified stock options."

5.2.      Share Option Agreements; etc. All Options granted pursuant to the Plan (a) shall be authorized by the Committee and (b) shall be evidenced in writing by stock option agreements ("Share Option Agreements") in such form and containing such terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan, and, with respect to any Share Option Agreement granting Options which are intended to qualify as "incentive stock options," are not inconsistent with Section 422 of the Code. Granting of an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any individual who is granted an Option pursuant to the Plan may hold more than one Option granted pursuant to the Plan at the same time and may hold both "incentive stock options" and "nonqualified stock options" at the same time. To the extent that any Option does not qualify as an "incentive stock option" (whether because of its provisions, the time or manner of its exercise or otherwise) such Option or the portion thereof which does not so qualify shall constitute a separate "nonqualified stock option."

5.3.      Option Exercise Price . Subject to Section 4.1(b), the exercise price per each Share purchasable under any Option granted pursuant to the Plan shall not be less than 100% of the Fair Market Value of such Share on the date of the grant of such Option.

5.4.      Other Provisions . Options granted pursuant to this Article 5 shall be made in accordance with the terms and provisions of Article 10 hereof and any other applicable terms and provisions of the Plan.

ARTICLE 6

STOCK APPRECIATION RIGHTS

6.1.      Grant and Exercise . Share appreciation rights may be granted in conjunction with all or part of any Option granted under the Plan provided such rights are granted at the time of the grant of such Option. A "stock appreciation right" is a right to receive cash or Shares, as provided in this Article 6, in lieu of the purchase of a Share under a related Option. A stock appreciation right or applicable portion thereof shall terminate and no longer be exercisable upon the termination or exercise of the related Option, and a stock appreciation right granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until, and then only to the extent that, the exercise or termination of the related Option exceeds the number of Shares not covered by the stock appreciation right. A stock appreciation right may be exercised by the holder thereof in accordance with Section 6.2 by giving written notice thereof to the Company and surrendering the applicable portion of the related Option. Upon giving such notice and surrender, the holder shall be entitled to receive an amount

determined in the manner prescribed in Section 6.2. Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related stock appreciation rights have been exercised.

6.2.      Terms and Conditions . Share appreciation rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:

(a)       Share appreciation rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the provisions of the Plan.

(b)       Upon the exercise of a stock appreciation right, a holder shall be entitled to receive up to, but no more than, an amount in cash or whole Shares equal to the excess of the then Fair Market Value of one Share over the exercise price per Share specified in the related Option multiplied by the number of Shares in respect of which the stock appreciation right shall have been exercised. The holder of a stock appreciation right shall specify in his written notice of exercise, whether payment shall be made in cash or in whole Shares. Each stock appreciation right may be exercised only at the time and so long as a related Option, if any, would be exercisable or as otherwise permitted by applicable law.

(c)       Upon the exercise of a stock appreciation right, the Option or part thereof to which such stock appreciation right is related shall be deemed to have been exercised for the purpose of the Share Limit.

(d)       With respect to stock appreciation rights granted in connection with an Option that is intended to be an “incentive stock option,” the following shall apply: (i) no stock appreciation right shall be transferable otherwise than by will or by the laws of descent and distribution, and stock appreciation rights shall be exercisable, during the holder's lifetime, only by the holder; and (ii) stock appreciation rights granted in connection with an Option may be exercised only when the Fair Market Value of the Shares subject to the Option exceeds the exercise price at which Shares can be acquired pursuant to the Option.

ARTICLE 7

[Intentionally omitted]

ARTICLE 8

RESTRICTED STOCK AWARDS

8.1.      Restricted Share Awards . (a) Grant . A grant of Shares made pursuant to this Article 8 is referred to as a "Restricted Share Award." The Committee may grant to any Employee an amount of Shares in such manner, and subject to such terms and conditions relating to vesting, forfeitability and restrictions on delivery and transfer (whether based on performance standards, periods of service or otherwise) as the Committee shall establish (such Shares, "Restricted Shares"). The terms of any Restricted Share Award granted under this Plan shall be set forth in a written agreement (a "Restricted Share Agreement") which shall contain provisions determined by the Committee and not inconsistent with this Plan. The provisions of Restricted Share Awards need not be the same for each Participant receiving such Awards.

(b)        Issuance of Restricted Shares . As soon as practicable after the date of grant of a Restricted Share Award by the Committee, the Company shall cause to be transferred on the books of the Company, Shares registered in the name of the Company, as nominee for the Participant, evidencing the Restricted Shares covered by the Award; provided, however , such Shares shall be subject to forfeiture to the Company retroactive to the date of grant, if a Restricted Share Agreement delivered to the Participant by the Company with respect to the Restricted Shares covered by the Award is not duly executed by the Participant and timely returned to the Company. All Restricted Shares covered by Awards under this Article 8 shall be subject to the restrictions, terms and conditions contained in the Plan and the Restricted Share Agreement entered into by and between the Company and the Participant. Until the lapse or release of all restrictions applicable to an Award of Restricted Shares, the share certificates representing such Restricted Shares shall be held in custody by the Company or its designee.

(c)        Shareholder Rights . Beginning on the date of grant of the Restricted Share Award and subject to execution of the Restricted Share Agreement as provided in Sections 8.1(a) and (b), the Participant shall become a stockholder of the Company with respect to all Shares subject to the Restricted Share Agreement and shall have all of the rights of a stockholder, including, but not limited to, the right to vote such Shares and the right to receive distributions made with respect to such Shares; provided, however , that any Shares distributed as a dividend or otherwise with respect to any Restricted Shares as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Shares and shall be represented by book entry and held as prescribed in Section 8.1(b).

(d)        Restriction on Transferability . None of the Restricted Shares may be assigned or transferred (other than by will or the laws of descent and distribution), pledged or sold prior to lapse or release of the restrictions applicable thereto.

(e)        Delivery of Shares Upon Release of Restrictions . Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction of or release from any other conditions prescribed by the Committee, the restrictions applicable to the Restricted Shares shall lapse. As promptly as administratively feasible thereafter, subject to the requirements of the Plan, the Company shall deliver to the Participant or, in case of the Participant's death, to the Participant's beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, except for any restrictions that may be imposed by law.

8.2.      Terms of Restricted Shares . (a) Forfeiture of Restricted Shares . Subject to Section 8.2(b), all Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant with respect to such Restricted Shares shall terminate unless the Participant continues in the service of the Company as an Employee until the expiration of the forfeiture period for such Restricted Shares and satisfies any and all other conditions set forth in the Restricted Share Agreement. The Committee in its sole discretion, shall determine the forfeiture period (which may, but need not, lapse in installments) and any other terms and conditions applicable with respect to any Restricted Share Award.

(b)        Waiver of Forfeiture Period . Notwithstanding anything contained in this Article 8 to the contrary, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any Restricted Share Agreement under appropriate circumstances (including the death, Disability or retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and

conditions (including forfeiture of a proportionate number of the Restricted Shares) as the Committee shall deem appropriate.

ARTICLE 9

PERFORMANCE AWARDS

The Committee may grant, either alone or in addition to other Awards granted under the Plan, Performance Awards to such Participants as the Committee authorizes on such terms as the Committee may from time to time establish. With respect to Qualifying Performance Awards, the Committee shall establish targets only in terms of one or more of the following objective measures: Share price, earnings per Share, total shareholder return, return on equity, return on investment, cost control, working capital, cash flow management, operating income, gross or operating margins, cash flow margins, revenue growth, management development, succession planning, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, net income, market share, customer satisfaction or employee satisfaction. If the Committee does not desire the Performance Award to qualify for a tax deduction, the measures of performance or other criteria for such Performance Awards shall be established by the Committee in its absolute discretion. Performance Awards, including Qualifying Performance Awards, may be paid in cash, by grant of Options, Share Purchase Awards, Restricted Share Awards, stock appreciation rights or any other form of property as the Committee shall determine. Performance Awards shall entitle the Participant to receive up to a maximum of 100% of the Performance Award if the measures of performance established by the Committee are met. The Committee shall determine the times at which Performance Awards are to be made and all conditions of such awards prior to the date of grant, provided, however, that Performance Awards are paid no later than March 15 of the year following the year in which the performance measures are met. Performance Awards shall be subject to any applicable federal, state or local withholding tax requirements. The maximum amount of Qualifying Performance Awards that may be granted to any Participant with respect to each calendar year (whether or not then vested) cannot exceed $5,000,000. Qualifying Performance Awards shall be made in a manner that satisfies Sections 162(m) and 409A of the Code.

ARTICLE 10

GENERALLY APPLICABLE PROVISIONS

10.1.    Option Period . Subject to Section 4.1(b), the period for which an Option is exercisable shall not exceed ten years from the date such Option is granted, provided, however, in the case of an Option that is not intended to be an “incentive stock option,” the Committee may prescribe a period in excess of ten years. After the Option is granted, the option period may not be reduced, subject to expiration due to termination of employment or a Change in Control of the Company.

10.2.    Fair Market Value . If the Shares are listed or admitted to trading on a securities exchange registered under the Exchange Act, the "Fair Market Value" of a Share as of a specified date shall mean the per Share closing price of the Shares for the day immediately preceding the date as of which Fair Market Value is being determined (or if there was no reported closing price on such date, on the last preceding date on which the closing price was reported) on the principal securities exchange on which the Shares are listed or admitted to trading. If the Shares are not listed or admitted to trading on any such exchange but are listed as a national market security on the NASDAQ Stock Market, Inc. ("NASDAQ"), traded in the

over-the-counter market or listed or traded on any similar system then in use, the Fair Market Value of a Share shall be the last sales price for the day immediately preceding the date as of which the Fair Market Value is being determined (or if there was no reported sale on such date, on the last preceding date on which any reported sale occurred) reported on such system. If the Shares are not listed or admitted to trading on any such exchange, are not listed as a national market security on NASDAQ and are not traded in the over-the-counter market or listed or traded on any similar system then in use, but are quoted on NASDAQ or any similar system then in use, the Fair Market Value of a Share shall be the average of the closing high bid and low asked quotations on such system for the Shares on the date in question. If the Shares are not publicly traded, Fair Market Value shall be determined by the Committee in its sole discretion by application of a reasonable valuation method, including without limitation the respective values of other companies comparable to the Company in terms of product lines, markets, profitability, growth rates, and other considerations. The Committee may, in its sole discretion, seek the advice of outside experts in connection with any such determination. An Option shall be considered granted on the date the Committee acts to grant the Option or such later date as the Committee shall specify.

10.3.    Exercise of Awards . Vested Awards granted under the Plan shall be exercised by the Participant thereof (or by his executors, administrators, guardian or legal representative, as provided in Sections 10.6 and 10.7) as to all or part of the Shares covered thereby, by the giving of written notice of exercise to the Company, specifying the number of Shares to be purchased or stock appreciation rights to be exercised, accompanied by payment of the full purchase price for the Shares being purchased or exercise price for the stock appreciation rights being exercised. Full payment of such purchase price or exercise price shall be made at the time of exercise and shall be made (i) in cash or by certified check or bank check, (ii) with the consent of the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Committee, (iii) with the consent of Committee, by tendering previously acquired Shares (valued at Fair Market Value, as determined by the Committee as of the date of tender), (iv) if the Shares are traded on a national securities exchange, NASDAQ or quoted on a national quotation system sponsored by the National Association of Securities Dealers, Inc. and the Committee authorizes exercise through the delivery of irrevocable instructions to a broker, to deliver promptly to the Company an amount of Shares having a Fair Market Value equal to the purchase price, or (v) with the consent of the Committee, any combination of (i), (ii), (iii) and (iv); provided, however , that payment may not be pursuant to (iii) above unless the Participant shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option or stock appreciation right. In connection with a tender of previously acquired Shares pursuant to clause (iii) above, the Committee, in its sole discretion, may permit the Participant to constructively exchange Shares already owned by the Participant in lieu of actually tendering such Shares to the Company, provided that adequate documentation concerning the ownership of the Shares to be constructively tendered is furnished in form satisfactory to the Committee. The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Award granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Award as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

10.4.    Non-Transferability of Awards . Except as provided in Section 10.12, no unvested Award or Award subject to a forfeiture period shall be assignable or transferable by the Participant, other than by will or the laws of descent and distribution.

10.5.    Termination of Employment . Except with respect to Share Purchase Awards covered by Section 7.4, in the event of the termination of employment of a Participant or the termination or separation from service of an advisor or consultant or a Director (who is a Participant) for any reason (other than by reason of death, Disability or Change in Control of the Company as provided below), the term of any Awards granted to such Participant under this Plan and not previously exercised or expired, to the extent vested on the date of or as a result of such termination, shall expire six (6) months after the date of such termination or separation, provided, however , that in no instance may the term of an Award, as so extended, exceed the maximum term established pursuant to Section 4.1(b)(ii) or 10.1 above.

10.6 .     Key Employee Limitation . To the extent any Awards granted hereunder are deferred compensation under Section 409A of the Code, a Participant who is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, i.e., a key employee of the Company (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) shall not be entitled to any amounts payable under this Plan by reason of a Participant’s termination of employment before six months after such termination of employment or the Participant’s death, if earlier. At the end of the six-month period, payments that would have been payable but for the Participant being a “specified employee” and subject to this limitation shall be paid in a lump sum, without interest, on the first day of the seventh month following the Participant’s termination of employment.

10.7.    Death . Except for Share Purchase Awards covered by Section 7.4, in the event a Participant dies while employed or otherwise engaged by the Company or any of its subsidiaries or affiliates or during his term as a Director of the Company or any of its subsidiaries or affiliates, as the case may be, (i) any unvested Awards granted to such Participant under the Plan shall immediately vest and (ii) any Awards granted to such Participant not previously expired or exercised shall be exercisable by the estate of such Participant or by any person who acquired such Option by bequest or inheritance, at any time within one year after the death of such Participant, unless earlier terminated pursuant to its terms, provided, however , that if the term of such Option would expire by its terms within twelve (12) months after such Participant’s death, the term of such Option shall be extended until twelve (12) months after such Participant’s death, provided further, however , that in no instance may the term of the Option, as so extended, exceed the maximum term established pursuant to Section 4.1(b)(ii) or 10.1 above.

10.8.    Disability . Except for Share Purchase Awards covered by Section 7.4, the event of the termination of employment of a Participant or the separation from service of a Director (who is a Participant) due to Disability, (i) any unvested Awards granted to such Participant shall immediately vest and (ii) such Participant, or his guardian or legal representative, shall have the unqualified right to exercise any Awards which have not been previously exercised or expired at any time within one year after such termination or separation, unless earlier terminated pursuant to its terms, provided, however , that if the term of such Award would expire by its terms within twelve (12) months after such termination or separation, the term of such Award shall be extended until twelve (12) months after such termination or separation, provided further, however , that in no instance may the term of the Award, as so extended, exceed the maximum term established pursuant to Section 4.1(b)(ii) or 10.1 above.

10.9.    Change in Control of the Company . Except for Share Purchase Awards covered by Section 7.4, in the event of a Change in Control of the Company, (i) any unvested Awards granted to a Participant shall immediately vest and (ii) such Participant shall have the unqualified right to exercise any Awards which have not been previously exercised or expired within three (3) years after such Change in Control of the Company, provided, however , that if the term of such Awards would expire by its terms within three (3) years after such Change in Control of the Company, the term of such Awards shall be extended until three (3) years after such Change in Control of the Company, provided further, however , that in no instance may the term of the Awards, as so extended, exceed the maximum term established pursuant to Section 4.1(b)(ii) or 10.1 above.

10.10.  Six-Month Holding Period . Notwithstanding anything to the contrary in the Plan, each Option (or the Shares underlying the Option) granted to an individual who is subject to Section 16 of the Exchange Act, must be held by such individual for a combined period of at least six (6) months from the date the Option is granted (or until such earlier date as satisfies any legal requirement for exemption under Rule 16b-3 of the Exchange Act and as satisfies all other applicable law); provided that the sale, transfer or other disposition of any Shares underlying any such Option shall be permitted within such period to the extent the sale, transfer or other disposition is exempt under Rule 16b-3 of the Exchange Act and all other applicable law.

10.11   Amendment and Modification of the Plan . The Board of Directors of the Company may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law or any rule of any stock exchange or quotation system on which Shares are listed or quoted; provided that the Board of Directors may not, without the approval of the Company's stockholders, (a) amend the Plan to increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Section 10.11) or (b) amend the exercise price of any Option granted to an amount lower than the exercise price of such Option on the date of grant. In addition, no amendments to, or termination of, the Plan shall in any way impair the rights of a Participant under any Award previously granted without such Participant's consent.

10.12.  Adjustments . In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event affects the Shares with respect to which Awards have been or may be issued under the Plan, such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as the Committee may deem equitable, adjust any or all of (i) the number and type of Shares that thereafter may be made the subject of Awards, (ii) the number and type of Shares subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of any outstanding Award; provided , in each case, that with respect to "incentive stock options," no such adjustment shall be authorized to the extent that such adjustment would cause such options to violate Section 422(b) of the Code or any successor provision; and provided further , that the number of Shares subject to any Award denominated in Shares shall always be a whole number. In the event of any reorganization, merger, consolidation, split-up, spin-off, or other business combination involving the Company (each, a "Reorganization"), the Committee may cause any Award outstanding as of the effective date of the Reorganization to be canceled in

consideration of a cash payment or alternate Award made to the holder of such canceled Award equal in value to the fair market value of such canceled Award. The determination of fair market value shall be made by the Committee, as the case may be, in its sole discretion. Notwithstanding the foregoing, in the event it is determined that any Awards are subject to the requirements of Section 409A, any adjustments provided for in this section shall be made in accordance with Section 409A.

10.13.  Other Provisions . Notwithstanding anything in this Plan to the contrary, if the Board of Directors determines that the Plan cannot, or that an Award need not, satisfy the requirements of Rule 16b-3 of the Exchange Act (such that grants of Awards are not or need not be exempt from Section 16(b) of the Exchange Act), then the Committee shall have the authority to waive or modify those provisions of the Plan which are intended to satisfy such Rule 16b-3 requirements. In addition, the Committee may allow a Participant who has been granted "nonqualified stock options" and any stock appreciation rights granted in tandem therewith to transfer any or all of such Options (along with any tandem stock appreciation rights) to a Family Member (defined below) in whole or in part and in such circumstances, and under such conditions as specified by the Committee. An Award that is transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the Award agreement. "Family Member" means, solely to the extent provided for in Securities Act Form S-8, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employee's household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the employee) control the management of assets, and any other entity in which these persons (or the employee) own more than 50% of the voting interests or as otherwise defined in Securities Act Form S-8. The Company shall cooperate with a Participant's transferee and the Company's transfer agent in effectuating any transfer permitted pursuant to this Section 10.12.

ARTICLE 11

MISCELLANEOUS

11.1.    Tax Withholding . The Company shall have the right to make all payments or distributions made pursuant to the Plan to a Participant (or permitted transferee) net of any applicable federal, state and local withholding taxes arising as a result of the grant of any Award, exercise of an Option or stock appreciation rights or any other event occurring pursuant to this Plan. The Company shall have the right to withhold from such Participant (or permitted transferee) such withholding taxes as may be required by law, or to otherwise require the Participant (or permitted transferee) to pay such withholding taxes. If the Participant (or permitted transferee) shall fail to make such tax payments as are required, the Company or its subsidiaries or affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant (or permitted transferee) or to take such other action as may be necessary to satisfy such withholding obligations. In satisfaction of the requirement to pay withholding taxes, the Participant (or permitted transferee) may make a written election, which may be accepted or rejected in the discretion of the Committee, to have withheld a portion of the Shares then issuable to the Participant (or permitted transferee) pursuant to the Plan, having an aggregate Fair Market Value equal to the withholding taxes.

11.2.    Right of Discharge Reserved . Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee, Director or other individual the right to continue in the employment or service of the Company or any subsidiary or affiliate of the Company or affect any right that the Company or any subsidiary or affiliate of the Company may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan) any such Employee, Director or other individual at any time for any reason. Except as specifically provided by the Committee, the Company shall not be liable for the loss of existing or potential profit from an Award granted in the event of termination of an employment or other relationship even if the termination is in violation of an obligation of the Company or any subsidiary or affiliate of the Company to the Employee or Director.

11.3.    Nature of Payments . All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any subsidiary or affiliate of the Company. Any income or gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any subsidiary or affiliate of the Company except as may be determined by the Committee or by the Directors or directors of the applicable subsidiary or affiliate of the Company.

11.4.    Severability . If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part, such unlawfulness, invalidity or unenforceability shall not affect any other provision of the Plan or part thereof, each of which remain in full force and effect. If the making of any payment or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan.

11.5.    Gender and Number; Definition of Company . 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 any masculine terminology herein shall also include the feminine, and the definition of any term herein in the singular shall also include the plural except when otherwise indicated by the context. In addition, the term Company as used herein shall include subsidiaries and affiliates of Terex Corporation where the context makes such inclusion appropriate.

11.6.    Governing Law . The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed accordingly.

11.7.    Effective Date of the Plan; Termination of the Plan . (a) The Plan shall be effective on the date of the approval of the Plan by the holders of a majority of the Shares present in person or by proxy at a duly constituted meeting of the stockholders; provided, however , that the adoption of the Plan is subject to such stockholder approval within 12 months after the date of adoption of the Plan by the Board of Directors. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled and in such event any Award made

under and pursuant to this Plan shall, notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect.

(b)       Awards may be granted under the Plan at any time and from time to time after the effective date of the Plan and on or prior to March 8, 2010, on which date the Plan will terminate except as to Awards then outstanding under the Plan. Such outstanding Awards shall remain in effect and unimpaired until they have been exercised or have terminated or expired.

11.8.    Captions . The captions in this Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.

TEREX CORPORATION AMENDED AND RESTATED 2004 ANNUAL INCENTIVE COMPENSATION PLAN

ARTICLE I

PURPOSE

The purpose of the Amended and Restated 2004 Annual Incentive Compensation Plan (the “Plan”) is to advance the interests of Terex Corporation (the “Company”) by rewarding employees of the Company for their contributions to the growth, profitability and success of the Company from year to year.

The Company intends that certain compensation payable under the Plan will constitute “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended. The Plan shall be administratively interpreted and construed in a manner consistent with such intent.

The Plan was originally effective as of January 1, 2004, and is amended and restated as of January 1, 2005.

ARTICLE II

DEFINITIONS

2.1        Applicable Employee Remuneration: The meaning given to such term in Section 162(m)(4) of the Code.

2.2        Base Salary Percentage: For any Performance Period, a percentage, determined by the Committee, of a Participant’s base salary as in effect immediately prior to establishment of the Performance Goals for that Performance Period.

2.4        Bonus Award: For any Performance Period, the amount of incentive compensation payable under the Plan to a Participant, determined in accordance with Section 6.1 hereof.

2.7        Committee: The Compensation Committee of the Board, which shall be comprised solely of individuals, at least three in number, who qualify as “outside directors” within the meaning of Section 162(m) of the Code and as “independent directors” under the Corporate Governance Rules of the New York Stock Exchange. References to the Committee in this Plan shall include, as applicable in accordance with Section 3.2 hereof, the Committee’s delegate.

2.8        Company: Terex Corporation, a Delaware corporation, and its Subsidiaries, or any successor thereto.

2.9        Covered Employee: The meaning given to such term in Section 162(m)(3) of the Code; provided, however, that an employee will be considered a Covered Employee for purposes of the Plan only if his or her Applicable Employee Remuneration for the relevant Year is expected to exceed $1,000,000.

2.12      Performance Goals: For any Performance Period, the performance measures applicable to a Participant, established in accordance with Section 4.1 hereof.

2.13      Performance Period: A Year or such lesser period of time, as determined by the Committee in its discretion, over which a Participant’s Performance Threshold is to be achieved. The Performance Period need not be identical for all Bonus Awards. Within one Year the Committee may establish multiple Performance Periods.

2.14      Performance Threshold: The percentage determined by the Committee in its sole discretion for each Year, representing the minimum level of achievement of Participants’ respective Performance Goals for the Year that each Participant must attain to be entitled to a Bonus Award for such Year.

2.15      Plan: This Terex Corporation Amended and Restated 2004 Annual Incentive Compensation Plan, as herein set forth and as it may be amended from time to time.

2.16      Subsidiary: Any corporation that is a direct or indirect subsidiary of the Company in which the Company owns a majority equity interest.

ARTICLE III

ADMINISTRATION

3.1       The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum. Committee decisions and determinations shall be made by a majority of its members present in person or by telephone at a meeting at which a quorum is present. To the maximum extent permitted by law, the actions of the Committee with respect to the Plan shall be final and binding on all affected Participants. Any decision or determination reduced to writing and signed by all of the members of the

Committee shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and a written record of any determination required by Code Section 162(m). It shall make such rules and regulations for the conduct of its business as it shall deem advisable.

3.2       As it deems appropriate, the Committee may delegate its responsibilities for administering the Plan to the Chief Executive Officer of the Company; provided, however, that it shall not delegate its responsibilities under the Plan relating to the Chief Executive Officer or any other Covered Employee.

3.3       The Committee shall have full authority, subject to the provisions of the Plan (i) to select Participants and determine the extent and terms of their participation; (ii) to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan, (iii) to construe and interpret the Plan, the rules and regulations adopted thereunder and any notice or award certificate given to a Participant; and (iv) to make all other determinations that it deems necessary or advisable in the administration of the Plan.

3.4       The Committee may employ attorneys, consultants, accountants or other persons, and the Committee, the Company and its officers and directors may rely on the advice, opinions or valuations of any such persons. No member of the Committee shall be personally liable for any action, determination or interpretation taken or made in good faith by the Committee with respect to the Plan or any Bonus Award hereunder, and all members of the Committee shall be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

3.5       For any Performance Period, the Committee shall designate the employees who shall participate in the Plan, taking into account such factors as the individual’s position, experience, knowledge, responsibilities, advancement potential and past and anticipated contribution to Company performance.

ARTICLE IV

PERFORMANCE GOALS

4.1       Within 90 days after the beginning of a Performance Period that is a full Year (or, if the Performance Period is shorter, before 25 percent of the Performance Period has elapsed), the Committee shall establish Performance Goals in writing for each Participant for such Performance Period. Performance Goals established by the Committee for any Performance Period may differ among Participants.

The Performance Goals of a Participant who is a Covered Employee shall be based on any one or a combination of the following business criteria on an absolute or relative basis (including comparisons of results for the Performance Period either to results for a prior Performance Period or to the Company’s business plan

or forecast for the Performance Period), measured by excluding any extraordinary items and special items as determined by the Company, in accordance with generally accepted accounting principles applied on a consistent basis, all as derived from the Company’s audited financial statements: (i) net sales, (ii) operating income, (iii) net income, (iv) earnings per share of common stock (fully diluted), (v) cash flow generation, (vi) working capital, (vii) return on invested capital, (viii) return on equity and (ix) debt reduction (collectively, “Financial Criteria”) and (x) objective individual performance, taking into account individual goals and objectives. With respect to a Participant who is employed in a Business Unit, Financial Criteria may be based on the Unit’s results for the Performance Period or on a combination of those results and Financial Criteria for the Company.

Covered Employee.

The Performance Goals of a Participant who is not a Covered Employee shall be based on (i) any one or a combination of quantitative criteria (including, without limitation, Financial Criteria) or (ii) qualitative criteria measuring individual performance, taking into account individual goals and objectives (collectively, “Individual Criteria”) or (iii) a combination of quantitative criteria and Individual Criteria; provided, however, that with respect to any such Participant who is employed in a Business Unit, quantitative criteria may be based on results for the Performance Period of the Business Unit or on a combination of those results and Financial Criteria for the Company.

4.2       In establishing Performance Goals for any Performance Period, the Committee shall determine, in its discretion but subject to Section 4.1(a) or Section 4.1(b) as applicable, the categories and criteria to be used in measuring each Participant’s performance and the percentage allocation for each of the categories and for each of the criteria, the sum of which allocations, respectively, shall equal 100 percent.

ARTICLE V

DETERMINATION OF PERFORMANCE THRESHOLDS

AND BASE SALARY PERCENTAGE

5.1       Within 90 days after the beginning of a Performance Period that is a full Year (or, if the Performance Period is shorter, before 25 percent of the Performance Period has elapsed), the Committee shall determine each of the following for each Participant:

(a)       a Performance Threshold with respect to each Performance Goal, representing the minimum level of achievement that the Participant must attain in order to receive a Bonus Award;

(b)       either a Base Salary Percentage or a fixed monetary amount payable as a Bonus Award if the Participant achieves 100 percent of his of her Performance Goals; and

(c)       a mathematical formula or matrix that weights each Performance Goal and indicates the amount of the Participant’s Bonus Award if his or her level of achievement of such Performance Goal exceeds the Performance Threshold pursuant to subsection (a) of this Section 5.1 or falls short of the Performance Threshold pursuant to said subsection (a).

5.2       Subject to the restrictions in Section 7.3, the Committee shall make such adjustments, to the extent it deems appropriate, to the Performance Goals and Performance Thresholds to compensate for or reflect any material changes that may have occurred in accounting practices, tax laws, other laws or regulations, the financial structure of the Company, acquisitions or dispositions of Business Units or any unusual circumstances outside of management’s control that, in the sole judgment of the Committee, alter or affect computation of such Performance Goals and Performance Thresholds or the performance of the Company or any relevant Business Unit (each an “Extraordinary Event”).

ARTICLE VI

CALCULATION AND PAYMENT OF BONUS AWARDS

6.1       As soon as practicable after the end of the Performance Period, and subject to verification by the Company’s independent auditors of the applicable Financial Criteria, the Committee shall determine (and, in the case of a Covered Employee, certify) with respect to each Participant whether and the extent to which the Performance Thresholds applicable to his or her Performance Goals were achieved or exceeded. The Participant’s Bonus Award, if any, shall be calculated in accordance with the mathematical formula or matrix determined pursuant to Section 5.1(c), subject to the limitations set forth in Section 7.1 hereof. The Participant’s right to a Bonus Award shall vest upon the Committee’s determination (or, in the case of a Covered Employee, certification, in writing) of the amount of such Bonus Award and whether each material term of the Plan relating to such Bonus Award has been satisfied. Subject to Section 7.1 hereof, such Bonus Award shall become payable in cash as promptly as practicable thereafter, but in no event later than March 15 of the year following the year in which the Committee determines or certifies, as applicable, the amount of the Bonus Award.

6.2       Notwithstanding Section 6.1 hereof, from time to time, prior to six months before the end of a Performance Period, the Committee may, in its sole discretion (under uniform rules and in compliance with applicable law in effect at such time), offer Participants the opportunity to defer receipt of all or a portion of any Bonus Award that is made for such Performance Period, which election to defer must be made no later than six months prior to the end of such Performance Period.

ARTICLE VII

LIMITATION, MODIFICATION AND

FORFEITURE OF BONUS AWARDS

7.1       Each Bonus Award determined pursuant to Section 6.1 hereof shall be subject to limitation, modification or forfeiture in accordance, respectively, with this Article VII.

7.2       The aggregate amount of any Bonus Award to any Participant for any Performance Period, as finally determined (or certified, as applicable) by the Committee, shall constitute the Participant’s Bonus Award for that Period; provided however that his or her aggregate Bonus Award for any Year shall not exceed the greater of (i) 200 percent of the Participant’s base salary (not to exceed $2.0 million) for such fiscal year or (ii) 5% of the Company’s earnings before income taxes for such fiscal year as reported in the Company’s audited consolidated financial statements, before taking into account any special items and the cumulative effect of accounting changes.

7.3       At any time prior to the payment of a Bonus Award, the Committee may, in its sole discretion, (i) increase, decrease or eliminate the Bonus Award payable to any Participant who is not a Covered Employee and who would not become a Covered Employee as a result of any such increase or (ii) decrease or eliminate the Bonus Award payable to a Participant who is a Covered Employee, in each case to reflect the individual performance and contribution of, and other factors relating to, such Participant. The Committee may make such adjustments, to the extent it deems appropriate, to any Bonus Award to compensate for, or to reflect, any Extraordinary Event (as defined in Section 5.2 hereof). The determination of the Committee in this regard shall be final and conclusive.

7.4       No Participant shall have any right to receive payment of any Bonus Award unless such Participant remains in the employ of the Company or a Business Unit through the end of the relevant Performance Period; provided, however, that the Committee may, in its sole discretion, pay all or any part of a Bonus Award to any Participant who prior to such date retires, dies or becomes permanently disabled, or when special circumstances exist with respect to such Participant, so long as the Performance Thresholds applicable to his or her Performance Goals were achieved or exceeded. The maximum amount of such payment, if any, will be calculated, and to the extent determined by the Committee, paid as provided in Section 6.1 hereof. The determination of the Committee shall be final and conclusive.

ARTICLE VIII

GENERAL PROVISIONS

8.1       Nothing in the Plan shall confer upon any employee a right to continue in the employment of the Company or affect any right of the Company to terminate a Participant’s employment.

8.2       The Plan is not a contract between the Company and any Participant or other employee, and participation in the Plan during one Year shall not guarantee participation during any subsequent Year.

8.3       A Participant may not alienate, assign, pledge, encumber, transfer, sell or otherwise dispose of any rights or benefits awarded hereunder prior to the actual receipt thereof (other than by will or the laws of descent and distribution); and any attempted assignment or transfer shall be null and void.

8.4       The Plan shall at all times be entirely unfunded, and no provision shall at any time be made to segregate assets of the Company for payment of any amounts hereunder. No Participant, beneficiary or other person shall have any interest in any particular assets of the Company by reason of the right to receive incentive compensation under the Plan. Participants and beneficiaries shall have only the rights of a general unsecured creditor of the Company.

8.5       The Committee may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part. No amendment shall be effective that alters the Bonus Award, Performance Goals or other factors relating to a Bonus Award applicable to a Covered Employee for the Performance Period in which such amendment is made or any prior Performance Period, other than any amendment that may be made without causing such Bonus Award to cease to qualify as performance-based compensation under Section 162(m)(4)(C) of the Code.

8.6       The Plan shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

8.7       If any provision of the Plan would cause any Bonus Award to a Covered Employee not to constitute “qualified performance-based compensation” under Section 162(m)(4)(C) of the Code, it shall be severed from and thereupon be deemed not to be a part of the Plan, but the other provisions of the Plan shall remain in full force and effect.

8.8       The Company or a Subsidiary, as appropriate, shall deduct from any payment of a Bonus Award to a Participant or beneficiary any taxes or other amounts required by law to be withheld.

8.9       To the extent required by Section 162(m) of the Code and the regulations thereunder, (i) any change to the material terms of the Financial Criteria shall be disclosed to and approved by the Company’s stockholders at the next annual meeting of stockholders to be held following such change, and (ii) the material terms of the Financial Criteria shall be disclosed to and reapproved by the stockholders no later than at the annual meeting that occurs in the fifth year following the year in which stockholders approve the Financial Criteria.

8.10     All notices or other communications required or given hereunder shall be in writing, delivered personally or by overnight courier, (i) if to the Company, at the address at the time of the corporate headquarters of the Company, Attention: General Counsel, and (ii) if to the Participant, at his or her address last appearing on the books of the Company.

AMENDED AND RESTATED EMPLOYMENT AND COMPENSATION AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AND COMPENSATION AGREEMENT (this “Agreement”), made and entered into as of October 14, 2008, between Terex Corporation , a Delaware corporation, with its principal office located at 200 Nyala Farm Road, Westport, CT 06880 (together with its successors and assigns permitted under this Agreement, “Terex”), and Ronald M. DeFeo (“DeFeo”), whose address is 45 Beachside Avenue, Westport, CT 06880.

W I T N E S S E T H:

WHEREAS , Terex and DeFeo entered into an Employment and Compensation Agreement as of July 1, 2005 (the “Original Agreement”);

WHEREAS , Terex and DeFeo wish to amend the terms of such agreement in a manner intended, inter alia, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS , Terex wishes to assure itself of the services of DeFeo for the period hereinafter provided, and DeFeo is willing to be employed by Terex for said period, upon the terms and conditions provided in this Agreement; and

WHEREAS , Terex has determined that it is in the best interests of Terex and its stockholders to enter into this Agreement;

NOW, THEREFORE , in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, Terex and DeFeo (individually a “Party” and together the “Parties”) agree as follows:

(i)         that is directly or indirectly controlled by or under common control with Terex, or

(b)         “Base Salary” shall mean the annual salary provided for in Section 3 below, as adjusted from time to time by the Board.

(c)         “Beneficial Owner” shall have the meaning defined in Rule 13d-3 under the Exchange Act.

(d)         “Beneficiary” shall mean the person or persons named by DeFeo pursuant to Section 23 below or, in the event that no such person is named and survives DeFeo, his estate.

(i)         DeFeo’s conviction in a court of law in the United States, Canada, Australia or Europe of, or guilty plea or no contest plea to, a felony charge or a misdemeanor charge involving moral turpitude (it being understood that a driving violation alone will not be deemed to involve moral turpitude unless accompanied by some other act involving moral turpitude),

(ii)        willful, substantial and continued failure by DeFeo to perform his duties under this Agreement,

(iii)       willful engagement by DeFeo in conduct that is demonstrably and materially injurious to Terex,

(iv)       entry by a court or quasi-judicial governmental agency of the United States or a political subdivision thereof of an order barring DeFeo from serving as an officer or director of a public company, or

For the purposes of clauses (ii) and (iii) of this definition, no act or failure to act on the part of DeFeo shall be deemed “willful” (x) if caused by a Disability or (y) unless done, or omitted to be done, by him not in good faith or without reasonable belief that his act or omission was in the best interest of Terex.

(g)         “Change in Control” shall mean the occurrence of one of the following events that also constitutes a "change in the ownership or effective control" of Terex or a "change in the ownership of a substantial portion of the assets" of Terex, in each case, within the meaning of Section 409A of the Code and the regulations thereunder:

(i)         any Person or group becoming the Beneficial Owner of 35 percent or more of the combined voting power of Terex’s then outstanding securities, excluding any Person or group who becomes such a Beneficial Owner in connection with transactions described in clauses (x), (y) or (z) of paragraph (iii) below;

(ii)        a change in the composition of the Board occurring within any twelve-month period, as a result of which fewer than a majority of the directors are Incumbent Directors (“Incumbent Directors” shall mean directors who either (x) are members of the Board as of the date of this Agreement or (y) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but shall not include an individual not otherwise an Incumbent Director whose

election or nomination is in connection with an actual or threatened proxy contest, including but not limited to a consent solicitation, relating to the election of directors to the Board); or

(iii)       consummation, in any transaction or series of transactions, of a complete liquidation or dissolution of Terex or a merger, consolidation or sale of all or substantially all of Terex’s assets (collectively, a “Business Combination”) other than a Business Combination after which (x) the stockholders of Terex own more than 50 percent of the combined voting power of the voting securities of the company resulting from the Business Combination, (y) at least a majority of the board of directors of the resulting corporation were Incumbent Directors and (z) no individual, entity or group (excluding any corporation resulting from the Business Combination or any employee benefit plan of such corporation or of Terex) becomes the Beneficial Owner of 35 percent or more of the combined voting power of the securities of the resulting corporation, who did not own such securities immediately before the Business Combination.

(i)          “Covenant Period” shall mean the period beginning with commencement of the Term and ending as provided in Section 11(b) and, as applicable, Section 12(b).

(j)          “Date of Termination” shall mean, with respect to any purported termination of DeFeo’s employment during the Term, (i) if DeFeo’s employment terminates due to Disability, 30 days after a good-faith determination of Disability by Terex (provided that DeFeo shall not have returned to full-time performance of his duties during such 30-day period), (ii) if DeFeo's employment terminates due to death, the date of death, and (iii) if DeFeo’s employment terminates for any other reason, the date specified in the Notice of

Termination (which shall be not less than 30 days, and, in the case of Voluntary Termination by DeFeo, not more than 60 days, after the date of such Notice of Termination).

(k)         “Disability” shall mean DeFeo’s inability to perform the essential duties set forth in this Agreement by reason of a physical or mental disability or infirmity that has continued for more than six consecutive months or for such shorter periods as aggregate more than 24 weeks in any 24-month period.

(l)          “Diversified Industrial Group” shall consist of Eaton Corporation, Danaher Corporation, Ingersoll-Rand Co., Ltd., Illinois Tool Works, Inc. and Dover Corporation, (as such group may be adjusted in the reasonable discretion of the Compensation Committee to recognize changed circumstances with respect to the companies comprising the Diversified Industrial Group).

(m)        “Exchange Act” shall mean the Securities Exchange Act of 1934, as from time to time amended.

(n)         “Good Reason” shall mean the occurrence (without DeFeo’s express written consent) of any one of the following acts or omissions by Terex unless, in the case of any act or omission described in this Section 1(n), such act or omission is corrected prior to thirty (30) days following the date Terex receives notice of the existence of Good Reason:

(i)         the assignment to DeFeo of any duties inconsistent with DeFeo's status as a senior executive officer of Terex or a substantial adverse alteration in the nature of DeFeo’s authority, duties or responsibilities, or any other action by Terex which, in any case or in the aggregate, results in a material diminution in such status, authority, duties or responsibilities (it being understood that a mere change in authority, duties or responsibilities, or removal of titles other than that of Chief Executive Officer, or any other action by Terex will not

constitute Good Reason in and of itself unless it results in a substantial adverse alteration or material diminution of DeFeo’s authority, duties or responsibilities), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by Terex promptly after receipt of notice thereof given by DeFeo;

(ii)        a material reduction by Terex in DeFeo’s base salary and/or annual target bonus as in effect on the date hereof or as the same may be increased from time to time, except for across-the-board reductions similarly and proportionately affecting all senior executives of Terex; provided, however, that such across-the-board reductions are not made as a result of, or in contemplation of, a Change in Control;

(iii)       the failure by Terex to pay to DeFeo any portion of DeFeo’s current compensation such that the failure results in a material negative change to the compensation to be received by DeFeo, except pursuant to an across-the-board compensation deferral similarly and proportionately affecting all senior executives of Terex, provided, however, that such across-the-board compensation deferrals are not made as a result of, or in contemplation of, a Change in Control;

(iv)       the failure by Terex to continue in effect any compensation plan or other benefit in which DeFeo participates which is material to DeFeo's total compensation such that the failure results in a material negative change to the compensation to be received by DeFe o , except pursuant to an across-the-board compensation or benefit deferral or reduction similarly and proportionately affecting all senior executives of Terex, provided, however, that such across-the-board compensation or benefit deferrals are not made as a result of, or in contemplation of, a Change in Control and are approved by the Committee;

(v)        the failure by Terex to continue to provide DeFeo with benefits substantially similar to those enjoyed by DeFeo under any of Terex's pension, life insurance, medical, health and accident, disability plans or other benefits (including, without limitation, automobile, country club, vacation, and pension benefits) in which DeFeo was participating at the time, the taking of any action by Terex which would directly or indirectly materially reduce any of such benefits or deprive DeFeo of any material fringe benefit enjoyed by DeFeo at the time (including, without limitation, automobile, country club, vacation and pension benefits), or the failure by Terex to provide DeFeo with the number of paid vacation days to which DeFeo is then entitled such that the failure results in a material negative change to the compensation to be received by DeFeo; or

(vi)       the relocation of Terex’s principal offices to a location more than 50 miles from the location of such offices on the date of this Agreement or a requirement that DeFeo be based anywhere other than at Terex’s principal offices , except for necessary travel on Terex’s business to an extent substantially consistent with DeFeo’s business travel obligations on the date of this Agreement.

In order to terminate his employment for Good Reason, DeFeo must provide the notice of the existence of Good Reason to Terex no later than 90 days following the initial occurrence of the event or omission giving rise to Good Reason and the date DeFeo’s employment terminates must actually occur within two years following the initial occurrence of such act or omission giving rise to Good Reason.

(o)         “Machinery Group” shall consist of Astec Industries, Inc., Manitowoc, Inc., CNH Global N.V., Deere & Company, Oshkosh Truck Corporation, Caterpillar, Inc. and Joy Global, Inc. (as such group may be adjusted in the reasonable discretion of the

Compensation Committee to recognize changed circumstances with respect to the companies comprising the Machinery Group).

(p)         “Notice of Termination” shall mean delivery of written notice by one Party and receipt thereof by the other Party in accordance with Section 28 below, which notice shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of DeFeo’s employment hereunder.

(q)         “Person” shall have the meaning defined in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; provided, however, that a Person shall not include:

(i)         Terex or any subsidiary or affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act),

(ii)        a trustee or other fiduciary holding securities under an employee benefit plan of Terex or any Subsidiary or Affiliate,

(iii)       an underwriter temporarily holding securities pursuant to an offering of such securities, or

(iv)       a corporation owned, directly or indirectly, by the stockholders of Terex in substantially the same proportion as their ownership of stock of Terex.

(r)         “Return on Invested Capital” shall be calculated as operating income for the applicable four quarter period divided by the sum of the average stockholders’ equity and the average net debt for the four quarters of such period, with average net debt consisting of long-term debt, including the current portion of long-term debt, less cash and cash equivalents.

(s)         “Spouse” shall mean, during the Term of Employment, the woman who as of any relevant date is legally married to DeFeo.

(t)          “Subsidiary” shall mean a corporation of which Terex owns directly or indirectly more than 50 percent of its outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors.

(u)         “Terex’s Annual Incentive Compensation Plan” shall mean the Terex Amended and Restated 2004 Annual Incentive Compensation Plan or any subsequently adopted plan regarding the payment of annual bonuses to the senior executives of Terex.

(v)         “Term of Employment” or “Term” shall mean the period specified in Section 2(b) below during which DeFeo is employed by Terex or any of its Affiliates.

(a)         Employment of DeFeo. Terex hereby employs DeFeo, and DeFeo hereby accepts employment with Terex, in the position and with the duties and responsibilities set forth below and upon such other terms and conditions as are hereinafter stated.

(b)         Term of Employment. The Term of Employment shall commence on July 1, 2005 and shall terminate on December 31, 2012, unless it is sooner terminated as provided in Section 9 below or extended by agreement of the Parties; provided, however, that, if a Change in Control shall occur on or prior to December 31, 2012, the Term of Employment shall continue in effect until the later of (x) 36 months after the month in which such Change in Control occurs or (y) December 31, 2012.

(i)         Until termination of his employment hereunder, DeFeo shall be employed as Chief Executive Officer of Terex, reporting to the Board, with all the authorities

and responsibilities that normally accrue to the position of chief executive officer, and shall hold such other titles as the Board may grant, including but not limited to President and Chief Operating Officer of Terex.

(ii)        Consistent with its obligations to stockholders, Terex agrees to use its best efforts to procure the election of DeFeo, and to ensure DeFeo’s re-election during the Term, (x) as a member of and (y) consistent with generally accepted best corporate governance standards, as Chairman of, the Board.

(i)         DeFeo agrees to devote his best efforts and abilities and his full business time and attention to the affairs of Terex in order to carry out his duties and responsibilities under this Agreement.

(A)       serving on the boards of (x) a reasonable number of trade associations and charitable organizations and (y) with the prior consent of the Board, any other business not in competition with Terex,

(C)       managing his personal investments and affairs; provided, however, that any such activities do not materially interfere with the proper performance of his duties and responsibilities specified in Section 2(c) above.

Since July 1, 2007, DeFeo has received from Terex a Base Salary, payable in accordance with the regular payroll practices of Terex, of $1,150,000. During the Term, the Board shall review the Base Salary for increase no less often than annually.

(a)         Entitlement. DeFeo shall receive an annual bonus in respect of each calendar year during the Term of Employment in accordance with Terex’s Annual Incentive Compensation Plan or any annual incentive plan or plans established by Terex either for DeFeo or for members of Terex’s senior management generally.

(b)         Payment. The annual bonus shall be payable in accordance with the terms of Terex’s Annual Incentive Compensation Plan or any other applicable annual incentive plan in which DeFeo is entitled to a bonus, as applicable, in each case as in effect from time to time.

During the Term, DeFeo shall participate in any long-term incentive plan or plans established by Terex either for DeFeo alone or for members of Terex’s senior management generally.

(a)        DeFeo received a restricted stock award of an aggregate of 100,000 shares of Terex common stock on June 1, 2006 which vests in accordance with the vesting requirements described in the Original Agreement (the Company’s shares were split 2:1 on July 17, 2006 that resulted in Mr. DeFeo receiving a total award of 200,000 shares).

(b)        During the Term, DeFeo shall be eligible to receive grants of options to purchase shares of Terex’s stock and awards of shares of Terex’s stock, either or both as determined by the Committee annually, under and in accordance with the terms of applicable plans of Terex and related option and award agreements. DeFeo shall also be entitled to

participate in any equity programs of Subsidiaries or Affiliates upon such terms and conditions as may be established by the Committee.

DeFeo shall be entitled to prompt reimbursement by Terex for all reasonable out-of-pocket expenses incurred by him during the Term in performing services under this Agreement, upon his submission of such accounts and records as may be reasonably required by Terex.

(a)        During the Term, DeFeo shall be entitled to participate in all life insurance, short-term and long-term disability, accident, health insurance and savings/retirement plans that are applicable to Terex employees generally or to the senior executives of Terex. DeFeo shall be entitled to the number of paid vacation days per year determined by Terex, which, however, shall not be less than four weeks in any calendar year. DeFeo shall also be entitled to all paid holidays given by Terex to its employees generally.

(a)         General. Notwithstanding anything to the contrary herein, in the event of termination of DeFeo's employment under this Agreement for any reason whatsoever, he, his dependents or his Beneficiary, as may be the case, shall be entitled to receive the following payments within 60 days following the termination of DeFeo’s employment (in addition to payments and benefits under, and except as specifically provided in, subsections (b) through (i) below, as applicable), subject to Section 9(j), unless specifically provided otherwise:

(ii)       payment in lieu of any unused vacation, in accordance with Terex’s vacation policy and applicable laws;

(iii)       any annual bonus, in respect of the year prior to the year in which DeFeo’s employment terminates, earned (determined without the application of negative discretion by the Committee or reference by the Committee to performance or any act or omission occurring, or any state of facts existing, subsequent to the year with respect to which said bonus was earned) but not yet paid to him as of the Date of Termination, payable at the same time bonuses are paid for the year prior to the year in which DeFeo’s employment terminates;

(iv)       any deferred compensation under any incentive compensation plan of Terex or any deferred compensation agreement then in effect, payable in accordance with the terms of such plan or agreement, as applicable;

(v)        any other compensation or benefits, including without limitation long-term incentive compensation described in Section 5 above, benefits under equity grants and awards described in Section 6 above and employee benefits under plans described in Section 8 above, that have vested through the Date of Termination or to which he may then be entitled, payable in accordance with the applicable terms of each grant, award or plan; and

(vi)       reimbursement in accordance with Section 7 above of any business expenses incurred by DeFeo through the Date of Termination but not yet paid to him.

(b)         Termination due to Death. In the event that DeFeo's employment terminates due to his death, his Beneficiary shall be entitled, in addition to the compensation and benefits specified in Section 9(a), to:

(i)         his Base Salary, at the rate in effect on the date of his death, through the end of the month in which his death occurs, which shall be paid no later than 60 days following the date of DeFeo’s death, and

(ii)        an annual bonus under Terex’s Annual Incentive Compensation Plan prorated to the date of death, plus any discretionary payment that may be awarded, for the year in which his death occurs, which bonus shall not be less than the product of (A) the annual bonus paid to DeFeo for the calendar year preceding the Date of Termination that has most recently been paid to DeFeo and (B) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365, which bonus shall be paid no later than 60 days following the date of DeFeo’s death.

(c)         Termination due to Disability. In the event that DeFeo’s employment terminates due to Disability, as determined by Terex based on competent medical advice, he or his Beneficiary, as the case may be, shall be entitled, in addition to the compensation and benefits specified in Section 9(a), to an annual bonus under Terex’s Annual Incentive Compensation Plan prorated to the Date of Termination, plus any discretionary payment that may be awarded, for the year in which his termination due to Disability occurs, which bonus shall not be less than the product of (A) the annual bonus paid to DeFeo for the calendar year preceding the Date of Termination that has most recently been paid to DeFeo and (B) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365. Subject to Section 9(j), such bonus shall be paid by Terex to DeFeo at the same time bonuses, for the year in which DeFeo’s employment is terminated, are payable to other employees of Terex.

(d)         Termination by Terex for Cause. In the event that DeFeo's employment is terminated by Terex for Cause, he shall be entitled only to the compensation and benefits specified in Section 9(a).

Notwithstanding the foregoing, termination for Cause may not occur pursuant to clauses (ii), (iii) or (v) of Section 1(f) above unless and until, with the Board’s prior approval, Terex has delivered to DeFeo a Notice of Termination, which shall contain in reasonable detail the facts purporting to constitute such nonperformance, act, omission or breach, and afforded him 30 days thereafter to cure the same and/or to respond in writing to the Board setting forth his position that his termination for Cause should not occur and requesting reconsideration by the Board, in which event (x) the effective date of termination of employment shall be deferred until the Board has had the opportunity to consider whether such nonperformance, act, omission or breach has been cured and to consider any request by DeFeo for reconsideration, and (y) the Board shall thereafter cause a written notice to be delivered on its behalf to DeFeo stating either that it has rescinded its determination that his employment is to be terminated for Cause or that affirms its determination that his employment is to be terminated for Cause and that contains an effective date of termination of employment, which shall be not earlier than 15 days after such notice is given. Section 1(n)(i) to the contrary notwithstanding, upon delivery to DeFeo of a Notice of Termination under this Section 9(d), DeFeo shall be suspended from all duties and responsibilities unless and until the Board rescinds its determination that his employment is to be terminated for Cause.

(i)         Terex shall provide DeFeo 30 days’ Notice of Termination of his employment without Cause, and DeFeo shall provide 30 days’ Notice of Termination of his employment for Good Reason.

(ii)        In the event of termination by Terex of DeFeo's employment without Cause or of termination by DeFeo of his employment for Good Reason, he shall be entitled, in addition to the compensation and benefits specified in Section 9(a), to:

(A)       two times his Base Salary, at the rate in effect immediately before such termination,

(B)       two times the average of his annual earned bonuses for the two calendar years in the Term preceding the Date of Termination,

(C)       a prorated amount of DeFeo’s bonus for the calendar year during which his termination occurs, which bonus shall not be less than the product of (A) the annual bonus payable to DeFeo for the calendar year that includes the Date of Termination and (B) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination and the denominator of which is 365,

(D)       continuing coverage under the life, disability, accident and health insurance programs for Terex employees generally and under any supplemental programs covering Terex executives, as from time to time in effect, for the two-year period immediately following the date DeFeo’s employment terminates or until DeFeo becomes eligible for substantially similar coverage under the employee welfare plans of a new employer, whichever occurs earlier, provided that DeFeo’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the coverage provided in this clause (D),

(E)       immediate and unconditional vesting of the unvested stock options and stock grants previously awarded to DeFeo and the right to exercise any stock options held by him until the earliest to occur of (i) the first anniversary of the Date of Termination, (ii) the tenth anniversary of the date of grant of the stock options or (iii) the expiration of the original option term; provided, however, that any unvested “performance” stock options, stock grants, long-term incentive awards or other similar awards shall not vest (other than any outstanding units issued to DeFeo under the 1999 Long Term Incentive Plan, which shall vest in accordance with the terms of such plan), and the one-year post-termination exercise period shall not begin to run, unless their specified performance objectives are achieved prior to the Date of Termination; if the performance objectives are not achieved prior to the Date of Termination, such “performance” stock options, stock grants, long-term incentive awards or other similar awards shall vest and/or expire as provided in the relevant plan documents, and

(F)        continuation of all other benefits in effect on the Date of Termination (including, without limitation, automobile, country club, and pension benefits (other than under qualified pension plans to the extent impermissible under the terms thereof), if applicable) for the two (2) year period following the date DeFeo’s employment terminates or until DeFeo becomes eligible for substantially similar benefits from a new employer, whichever occurs earlier.

(iii)       Subject to Section 9(j), the payments specified in Section 9(e)(ii)(A) and (B) shall be made by Terex to DeFeo in a cash lump sum on the date DeFeo’s employment terminates.

(iv)       Subject to Section 9(j), the payment specified under Section 9(e)(ii)(C) shall be made by Terex to DeFeo at the same time bonuses, for the year in which DeFeo’s employment terminates, are payable to other employees of Terex.

(v)        Subject to the Section 9(j), as applicable, the continuation of benefits described in Section 9(e)(ii)(D) and (F) shall occur as follows:

(A)       DeFeo shall be responsible for paying the premiums relating to any continuation of life, disability or accident insurance during the six month period immediately following the date DeFeo’s employment terminates, and Terex shall be responsible for paying any and all such premiums during the remainder of the period DeFeo is entitled to receive such benefits in accordance with Section 9(e)(ii)(D). Terex shall reimburse DeFeo for such premiums paid by DeFeo in accordance with the preceding sentence on the first day of the seventh month following the date DeFeo’s employment terminates.

(B)       For purposes of determining DeFeo’s vesting under any non-qualified pension plans of Terex in which DeFeo participates as of the Date of Termination, DeFeo will be treated as having two additional years of vesting service upon the termination of DeFeo’s employment under this Section 9(e).

(C)       If, as of the date DeFeo’s employment terminates, DeFeo is entitled to reimbursement for, or Terex’s direct payment of (i) costs associated with an automobile, (ii) country club dues and related costs and/or (iii) any other benefits not specifically described herein (in the aggregate, the “Other Benefits”), then DeFeo will be entitled to continue to receive such Other Benefits for the two year period following the date DeFeo’s employment terminates. DeFeo will be responsible for paying the costs associated with the Other Benefits during the six-month period commencing on the date DeFeo’s employment

terminates. On the first day of the seventh month following the date DeFeo’s employment terminates, Terex shall reimburse DeFeo for his payment of such costs during such six month period.

(vi)       DeFeo’s right to terminate his employment for Good Reason shall not be affected by his incapacity due to physical or mental illness.

(f)          Voluntary Termination by DeFeo. DeFeo shall have the right to voluntarily terminate his employment by providing a Notice of Termination to Terex in accordance with Section 1(p) above. If he does so, he shall be entitled only to the compensation and benefits specified in Section 9(a).

(g)         Termination by Terex Without Cause or by DeFeo for Good Reason Following a Change in Control. In the event of termination of DeFeo’s employment within 24 months following a Change in Control (i) by Terex without Cause or (ii) by DeFeo for Good Reason, he shall be entitled, in addition to the compensation and benefits specified in Section 9(a), to :

(A)       the greater of (x) the amounts specified in Section 9(e)(ii)(A), (B) and (C) and (y) an amount equal to all compensation required to be paid to DeFeo for the balance of the term of this Agreement, in either case, payable to him in a cash lump sum on the date DeFeo’s employment terminates subject to Section 9(j), provided however that the prorated bonus amount payable under Section 9(e)(ii)(C) (including any comparable bonus payable to DeFeo under clause (y)) shall not be payable to him in a cash lump sum on the date DeFeo’s employment terminates but shall be payable at the same time bonuses, for the year in which DeFeo’s employment terminates, are payable to other employees of Terex; and

(B)       the additional rights specified in Section 9(e)(ii)(D), (E) and (F) , subject to the rules on continuation of benefits described in Section 9(e)(v).

In addition, DeFeo shall be entitled to immediate and unconditional vesting of (i) any unvested “performance” stock options, stock grants and long-term incentive awards (and the right to exercise any stock options held by him until the earliest to occur of (x) the first anniversary of the Date of Termination , (y) the tenth anniversary of the date of grant of the stock options or (z) the expiration of the original option term), (ii) any outstanding units under the 1999 Long Term Incentive Plan for their maximum cumulative value or other similar awards, and (iii) any amounts payable under the Terex Corporation Supplemental Executive Retirement Plan for the number of years of service achieved by DeFeo on the Date of Termination. Amounts vesting under the previous sentence shall be payable in accordance with the terms of the applicable plans or agreements.

(h)         Terex’s Election Not to Extend the Agreement. In the event that Terex does not extend this Agreement or enter into a new employment and compensation agreement, commencing at the end of the Term, on terms at least as favorable as those set forth in this Agreement, DeFeo shall be entitled, in addition to the compensation and benefits specified in Section 9(a), to the amounts specified in Section 9(e)(ii)(A) and (B), payable to him as provided in Section 9(e)(iii), and to the additional rights specified in Section 9(e)(ii)(D), (E) and (F), payable to him as provided in Section 9(e)(v).

(i)          DeFeo’s Election Not to Extend the Agreement. In the event that DeFeo does not accept an offer by Terex to extend this Agreement or enter into a new employment and compensation agreement on terms at least as favorable as those set forth in this Agreement commencing at the end of the Term, he shall be deemed to have terminated his

employment voluntarily as of the end of the Term and shall be entitled only to the compensation and benefits specified in Section 9(a).

(j)         Six Month Limitation. Notwithstanding any provision of the Agreement to the contrary, distribution of any amounts that constitute “deferred compensation” payable to DeFeo due to his “separation from service” within the meaning of Section 409A of the Code, shall not be made before six months after such separation from service or DeFeo’s death, if earlier (the “Six Month Limitation”). At the end of such six-month period, payments that would have been made but for the Six Month Limitation shall be paid in a lump sum, without interest, on the first day of the seventh month following DeFeo’s separation from service and remaining payments shall commence, or continue, in accordance with the relevant provision of this Section 9. Notwithstanding the Six Month Limitation, in the event that any amounts of “deferred compensation” payable to DeFeo due to his “separation from service” constitute “separation pay only upon an involuntary separation from service” within the meaning of Section 409A of the Code (“Separation Pay”), then all or a portion of such Separation Pay, up to two times the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the separation from service occurs (i.e., $460,000 in the event of a separation from service during 2008), whether paid under this Agreement or otherwise, may be paid to DeFeo during the six-month period following such separation from service with Terex.

(k)         Cessation of Payments. If, during or after the Term, DeFeo commits a breach of Section 11 or Section 12 below, Terex shall have no further obligation to make payments to him under this Agreement except as may be required in accordance with Section 9(a).

(l)          Notice Requirements. Any purported termination of DeFeo’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Sections 1(j) and 1(p) and Section 28 shall not be effective for purposes of this Agreement.

(a)        Notwithstanding anything in this Agreement to the contrary and except as set forth below, in the event it shall be determined that any payment or distribution by Terex or its affiliates to or for the benefit of DeFeo (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 10) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by DeFeo with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then DeFeo shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by DeFeo of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, DeFeo retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, if it shall be determined that DeFeo is entitled to a Gross-Up Payment, but that the Payments do not exceed 105% of the greatest amount (the “Reduced Amount”) that could be paid to DeFeo such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to DeFeo and the Payments, in the aggregate, shall be reduced to the Reduced Amount.

(b)        Subject to the provisions of Section 10(c) below, all determinations required to be made under this Section 10, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized certified public accounting firm as may be designated by DeFeo (the “Accounting Firm”) which shall provide detailed supporting calculations both to Terex and DeFeo simultaneously with any event giving rise to a Gross-Up Payment. All fees and expenses of the Accounting Firm shall be borne solely by Terex. Any Gross-Up Payment, as determined pursuant to this Section 10, shall be paid by Terex to DeFeo no later than March 15 of the year following the year which includes the date DeFeo’s employment terminates. Absent manifest error, any determination by the Accounting Firm shall be binding upon Terex and DeFeo. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Terex should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that Terex exhausts its remedies pursuant to Section 10(c) and DeFeo thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (including any interest and penalties thereon) shall be promptly paid by Terex to or for the benefit of DeFeo. In the event that DeFeo pays the Excise Tax prior to the determination by the Accounting Firm or payment of the taxes by Terex, Terex shall reimburse DeFeo for such amount no later than the last day of the taxable year following the year in which DeFeo remits the Excise Tax to the applicable taxing authority.

(c)        DeFeo shall notify Terex in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Terex of the Gross-Up Payment or the Underpayment. Such notification shall be given as soon as practicable but no later than 10 business days after DeFeo is informed in writing of such claim and shall apprise Terex of the nature of such claim and the date on which such claim is requested to be paid. DeFeo shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to Terex (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Terex notifies DeFeo in writing prior to the expiration of such period that it desires to contest such claim, DeFeo shall:

(i)         provide Terex any information reasonably requested by Terex relating to such claim,

(ii)        take such action in connection with contesting such claim as Terex shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Terex,

(iii)       cooperate with Terex in good faith in order effectively to contest such claim, and

(iv)       permit Terex to participate in any proceedings relating to such claim; provided , however , that Terex shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold DeFeo harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10(c), Terex shall control all proceedings taken in connection with such contest and, at

its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct DeFeo to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and DeFeo agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Terex shall determine; provided, however, that if Terex directs DeFeo to pay such claim and sue for a refund, Terex shall pay the amount of such payment to DeFeo, along with an additional Gross-Up Payment, and shall indemnify and hold DeFeo harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment or with respect to any imputed income with respect to such payment; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of DeFeo with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Terex's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and DeFeo shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. All of the payments by Terex to DeFeo under this Section 10 shall be made no later than the last day of the calendar year following the calendar year in which all of the issues concerning such payments have been finally resolved. It is the parties’ intent that the timing of the payment of such amounts shall be in compliance with Section 409A of the Code and the Treasury regulations thereunder.

(d)        If, after the receipt by DeFeo of an amount advanced by Terex pursuant to Section 10(c), DeFeo receives any refund with respect to such claim, DeFeo shall (subject to Terex's complying with the requirements of Section 10(c)) pay to Terex the amount of such

refund (together with any interest paid or credited thereon after taxes applicable thereto) no later than the last day of the calendar year in which the refund is received by DeFeo.

(i)         As a result of his employment with Terex, DeFeo has obtained and will obtain secret and confidential information concerning the business of Terex and its Affiliates, including, without limitation, the identity of customers and sources of supply, their needs and requirements, the nature and extent of contracts with them, and related cost, price and sales information.

(ii)        Terex and its Affiliates will suffer damage that will be difficult to compute if, during the Term or thereafter, DeFeo should divulge secret and confidential information relating to the business of Terex heretofore or hereafter acquired by him in the course of his employment with Terex or any of its Affiliates.

(iii)       The provisions of this Section 11 are reasonable and necessary for the protection of the business of Terex and its Affiliates.

(b)         Confidential Information. DeFeo agrees that he will not at any time, either during the Term of Employment or thereafter, divulge to any person, firm or corporation any information obtained or learned by him during the course of his employment with Terex or any of its Affiliates, with regard to the operational, financial, business or other affairs of Terex or its Affiliates, their officers and directors, including, without limitation, trade “know how,” secrets, customer lists, sources of supply, pricing policies, operational methods or technical processes, except

(iii)       to the extent that any such information is in the public domain, is ascertainable from public or published information or is known to any person who is not subject to a contractual or fiduciary obligation owed to Terex not to disclose such information, in each case other than as a result of DeFeo's breach of any of his obligations hereunder, or

(iv)       when required to be disclosed by court order, subpoena or other government process.

In the event that DeFeo shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, he shall promptly, but in no event more than 48 hours after learning of such court order, subpoena, or other government process, notify Terex, by personal delivery or by facsimile, confirmed by mail. Further, at Terex's written request and expense, DeFeo shall:

(A)        take all reasonably necessary steps requested by Terex to defend against the enforcement of such court order, subpoena or other government process, and;

(B)        permit Terex to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof.

(c)         Return of Documents and Property. Upon termination of his employment with Terex, or at any time Terex may so request, DeFeo will promptly deliver to Terex all files, memoranda, notes, records, reports, manuals, data, drawings, blueprints and other documents and information (and all copies thereof) relating to the business of Terex and/or its Affiliates, and all property associated therewith, that are then in his possession or under his control.

(d)         Remedies and Sanctions. In the event that DeFeo is found to be in violation of Section 11(b) or (c), Terex shall be entitled to relief as provided in Section 13 below.

(i)         Terex and its Affiliates will suffer damage that will be difficult to compute if, during the Term or thereafter, DeFeo should enter a competitive business.

(ii)        The provisions of this Section 12 are reasonable and necessary for the protection of the business of Terex and its Affiliates.

(b)         Noncompetition and Nonsolicitation. During the Covenant Period (which shall extend for 18 months after the Term, unless the Date of Termination is within 24 months following a Change in Control, in which event the Covenant Period shall extend for a period of 24 months following the Date of Termination), without the prior written permission of Terex, DeFeo shall not, directly or indirectly:

(i)         enter into the employ of or render any services to any person, firm or corporation engaged in any business that derives more than five percent of its gross sales from products that are interchangeable with or substitutable for a product sold by one or more of the businesses conducted by Terex or any of its Affiliates when the Term ends (a “Competitive Business”),

(iii)       become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity,

(iv)       employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by Terex or any of its Affiliates while DeFeo was employed by Terex, or

(v)        solicit, endeavor to entice away from or knowingly interfere with Terex or any of its Affiliates, any of its or their customers or sources of supply.

Notwithstanding, the foregoing, nothing in this Agreement shall preclude DeFeo from investing his personal assets in the securities of any corporation or other business entity that is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than five percent of the publicly-traded equity securities of such competitor.

(c)         Remedies and Sanctions. In the event that DeFeo is found to be in violation of Section 12(b), Terex shall be entitled to relief as provided in Section 13 below.

(a)        If DeFeo commits a breach, or threatens to commit a breach, of any of the provisions of Section 11 or 12 above, Terex shall have the right and remedy to seek to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by DeFeo that the services being rendered hereunder to Terex are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to Terex and that monetary damages will not provide an adequate remedy to Terex.

The rights and remedies enumerated in this Section 13(a) shall be independent of the other and shall be severally enforceable, and such rights and remedies shall be

in addition to, and not in lieu of, any other damages, rights and remedies available to Terex under law or equity.

(b)        If DeFeo shall violate any covenant contained in Sections 11 or 12, the Covenant Period shall automatically extend for 13 months from the date on which DeFeo permanently ceases such violation or, if later, from the date of entry by a court of competent jurisdiction of a final order or judgment enforcing such covenant.

(c)        If any provision of Sections 11 or 12 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall have the power to modify such scope, duration, or area, or all of them, and any such provision shall then be applicable in such modified form.

In the event of the termination of DeFeo’s employment after a Change in Control or without Cause or for Good Reason or Terex does not extend this Agreement or enter into a new employment and compensation agreement with DeFeo, in each case as provided for in this Agreement, Terex agrees, at its sole cost and expense, to provide DeFeo with reasonable outplacement services for a period of at least 12 months following the date DeFeo’s employment terminates; provided that the outplacement services will not be provided beyond the last day of the second year following the year in which DeFeo’s employment terminates. Terex and DeFeo shall use their good faith efforts to locate a provider, and determine the scope of, outplacement services, which is reasonably acceptable to both parties taking into account the status of DeFeo as a senior executive officer.

All payments to DeFeo or his Beneficiary shall be subject to withholding on account of federal, state and local taxes as required by law. If any payment under this Agreement is insufficient to provide the amount of such taxes required to be withheld, Terex may withhold such taxes from any subsequent payment due DeFeo or his Beneficiary. In the event that all payments due are insufficient to provide the required amount of such withholding taxes, DeFeo or his Beneficiary, within five days after written notice from Terex, shall pay to Terex the amount of such withholding taxes in excess of the payments due.

Nothing herein is intended to limit Terex’s indemnification of DeFeo, and Terex shall indemnify and advance expenses to him to the fullest extent permitted by applicable law consistent with Terex’s Certificate of Incorporation and By-Laws as in effect on the date of this Agreement, with respect to any action or failure to act on his part while he is, (x) an officer, director or employee of Terex or any Subsidiary or Affiliate or (y) a director or officer of any trade association or other enterprise that is not a subsidiary or Affiliate and in which capacity his service is at Terex’s request. To the extent that directors’ and officers’ liability insurance, including that available under a broad excess Side-A DIC policy, and fiduciary liability insurance is obtainable on commercially economic terms, Terex shall cause DeFeo to be covered, during the Term and after the Term in respect of claims arising from any such service during the Term, by such insurance on terms no less favorable than the relevant insurance maintained by Terex as in effect on the date of this Agreement in terms of coverage, limits and reimbursement of defense costs. In any period during which such insurance coverage is not obtainable on commercially economic terms, Terex shall cause DeFeo to be covered by as much

of such insurance as may be obtained for the largest premium paid by Terex for such an insurance policy in effect during the Term.

(a)        In addition to any obligations imposed by law upon any successor to Terex, Terex will use its best efforts to persuade any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Terex to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Terex would be required to perform it if no such succession had taken place. Failure of Terex to use its best efforts to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle DeFeo to terminate his employment and receive the compensation and benefits specified in Section 9(g) at the time and in the form specified in Section 9(g), subject to Section 9(j).

(b)        This Agreement shall inure to the benefit of and be enforceable by DeFeo’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If DeFeo shall die while any amount would still be payable to him hereunder (other than amounts which, by their terms, terminate upon his death) if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of DeFeo’s estate.

The Parties respectively represent and warrant that each is fully authorized and empowered to enter into this Agreement and that the performance of its or his obligations, as the case may be, under this Agreement will not violate any agreement between such Party and any other person, firm or organization. Terex represents and warrants that this Agreement has been duly authorized by all necessary corporate action and is valid, binding and enforceable in accordance with its terms.

Except to the extent otherwise provided herein, this Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, whether written or oral, between the Parties concerning the subject matter hereof. In the event of a conflict between this Agreement and terms of any benefit plan, grant or award, the provisions of this Agreement shall govern the determination of DeFeo’s rights. Notwithstanding the previous sentence, to the extent that the provisions of any benefit plan, grant or award are more favorable to DeFeo than the provisions of this Agreement, the provisions of such benefit plan, grant or award shall govern the determination of DeFeo’s rights.

No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by both DeFeo and an authorized officer of Terex. No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Party to be charged with the waiver.

In the event that any provision or portion of this Agreement shall be determined to be valid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

The respective rights and obligations of the Parties under this Agreement shall survive any termination of DeFeo's employment with Terex.

DeFeo shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following DeFeo's death by giving Terex written notice thereof. In the event of DeFeo's death or of a judicial determination of his incompetence, reference in this Agreement to DeFeo shall be deemed to refer, as appropriate, to his beneficiary, estate or other legal representative.

Terex agrees that, if DeFeo’s employment by Terex terminates during the Term, DeFeo is not required to seek other employment or to attempt in any way to reduce any amounts payable to him due under this Agreement. Further, the amount of any payment shall not be reduced by any compensation earned by DeFeo as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by DeFeo to Terex, or otherwise.

This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.

(a)         Arbitration. Except as provided in Section 26(b), any disputes arising under or in connection with this Agreement shall be resolved by arbitration, to be held in Stamford, Connecticut, in accordance with the commercial rules and procedures of the American Arbitration Association.

(b)         Litigation. Notwithstanding the foregoing, DeFeo shall have the right to waive his rights under Section 26(a) and have any dispute resolved by a court of competent jurisdiction.

(c)         Costs. Except as provided in Sections 10(c), 11(b) and 27, each Party shall bear its or his respective costs, fees (including attorneys' fees) and expenses of any arbitration or litigation in connection with this Agreement.

(d)         Continuation of Payments . Pending the outcome or resolution of any dispute between the Parties, Terex shall continue to pay to DeFeo all amounts, and provide on his behalf all benefits, due him under this Agreement.

Terex agrees to pay the reasonable out-of pocket legal expenses actually incurred by DeFeo in connection with the negotiation and execution of this Agreement, up to a maximum amount of $7,500, no later than 75 days following the final negotiation of this Agreement in connection with the amendment and restatement of this Agreement during calendar year 2008. Terex agrees to pay all reasonable out-of-pocket costs and expenses, including all reasonable attorneys’ fees and disbursements, actually incurred by DeFeo in collecting or enforcing

payments to which he is ultimately determined to be entitled (whether by agreement among the parties, court order or otherwise) pursuant to this Agreement in accordance with its terms ; provided, however, that DeFeo submit a request for reimbursement no later than 30 days following the end of the calendar year in which the expenses are incurred and reimbursement must be made within 45 days thereafter; provided, further, that no reimbursement may be made under this Section 27 prior to the first day of the seventh month following the date DeFeo’s employment terminates (other than a termination due to DeFeo’s death).

Any notice given to either Party shall be in writing and shall be deemed to have been given when delivered either personally, by fax, by overnight delivery service (such as Federal Express) or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as the Party may subsequently give notice of.

If to Terex:

If to DeFeo:

with a copy, which shall not constitute notice to DeFeo, to:

Levett Rockwood P.C.

33 Riverside Avenue

Westport, Connecticut 06880

Attention: Robert O. Barberi

Fax: (203) 226-8025

The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

This Agreement may be executed in counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first written above.

Title: Senior Vice President,

Secretary and General Counsel