TEREX CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TEREX CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TEREX CORPORATION

AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The purpose of this Amended and Restated Supplemental Executive Retirement Plan (the "Plan"), which was originally effective as of October 1, 2002 (the "Effective Date"), is to provide a further means whereby Terex Corporation (the "Company") may afford financial security to a select group of executives of the Company who render valuable services to the Company.  The Plan constitutes an important contribution toward such executives' continued growth and success by providing for additional future compensation so that such executives may be retained and their productive efforts encouraged, all as provided herein.  The Plan is intended to be an unfunded plan maintained for a "select group of management or highly compensated employees" as defined in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of the Employee Retirement Income Security Act of 1974, as amended.  The Plan is hereby amended and restated, effective January 1, 2005, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder ("Section 409A").  The Plan is frozen as to new Participants effective December 31, 2008.

I

DEFINITIONS

1.           As used in the Plan, terms defined parenthetically immediately after their use shall have the respective meanings provided by such definitions, and the following words and phrases shall have the meanings specified below (in either case, such terms shall apply equally to both the singular and plural forms of the terms defined), unless a different meaning is plainly required by the context:

Actuarial Equivalent .  "Actuarial Equivalent" means a benefit of equivalent value to a benefit or benefits payable to a Participant hereunder, calculated in accordance with (a) the "applicable mortality table", as defined in Section 417(e)(3) of the Code and (b) an interest rate of 8% compounded annually, provided that for purposes of Section 3.3(b) the interest rate shall be the applicable federal mid-term rate under Section 1274(d) of the Code on the Benefit Commencement Date.

Beneficiary .  "Beneficiary" shall mean the person or persons designated by a Participant pursuant to Section 8.1 to receive the benefits to which a Participant is entitled upon the death of the Participant or, upon the death of such designated person or persons, the estate of a Participant.

Benefit Commencement Date .  "Benefit Commencement Date" means the date a Participant receives or first begins to receive payment of benefits under the Plan, as applicable.

Board .  "Board" means the Board of Directors of the Company.

Cause .  "Cause" shall have the definition set forth in the Participant's employment agreement with the Company, or, absent an employment agreement defining Cause, Cause shall mean the Participant’s (i) continuing and material failure to fulfill his or her employment obligations or willful misconduct or gross neglect in the performance of his or her duties as an officer or employee of the Company, (ii) commission of fraud, misappropriation or embezzlement in the performance of his or her duties as an officer or employee of the Company or (iii) conviction of a felony, which, as determined in good faith by the Board, constitutes a crime that may result in material harm to the Company.

Change of Control .  "Change of Control" means (i) the consummation of an acquisition by any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) or group (as described in regulations under Section 409A of the Code) of 40 percent or more of the combined voting power of the Company’s then outstanding securities; (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 (A) are members of the Board as of the Effective Date or (B) 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 relating to the election of directors to the Board); or (iii) the consummation of (A) a complete liquidation or dissolution of the Company or (B) a merger or consolidation with the Company or in which securities of the Company are issued or the sale of all or substantially all of the Company’s assets (collectively, a "Business Combination") other than a Business Combination immediately after which (x) the stockholders of the Company immediately before the Business Combination beneficially own, directly or indirectly, more than 80 percent of the combined voting power of the voting securities of the corporation or other business entity resulting from the Business Combination (which in the case of a sale of substantially all of the Company's assets means the corporation or other business entity acquiring such assets) (the "Resulting Corporation"), (y) at least a majority of the Board of directors of the Resulting Corporation or the direct or indirect parent corporation of the Resulting Corporation are Incumbent Directors and (z) no individual, entity or group (excluding the Resulting Corporation or any employee benefit plan of the Resulting Corporation) beneficially owns, directly or indirectly, 20 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; provided that, in any case, the event constitutes a "change in the ownership or effective control" of the Company or a "change in the ownership of a substantial portion of the assets" of the Company, in each case, within the meaning of Section 409A.

Committee .  The "Committee" shall mean the Compensation Committee of the Board.

Compensation .  "Compensation" means, for any calendar year, the sum of a Participant's base salary and annual cash bonus earned during such calendar year (including any base salary or bonus amounts deferred at the direction of the Participant).

Disability .  A Participant will be considered to have a "Disability" if the Participant is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months.  "Disabled" shall refer to a Participant who has been determined to have a Disability.

Early Retirement.   "Early Retirement" means the Termination of Employment on or after his or her Early Retirement Date and prior to his or her Normal Retirement Date.

Early Retirement Age .  "Early Retirement Age" means the date on which a Participant attains age 55.

Early Retirement Benefit .  "Early Retirement Benefit" means a benefit calculated under Section 3.2(b).

Early Retirement Date .  "Early Retirement Date" shall be the first day of the month next following the attainment by a Participant of Early Retirement Age.

Employment .  "Employment" refers to full-time or substantially full-time employment by the Company or any of its subsidiaries.

Final Average Compensation .  "Final Average Compensation" is an amount equal to a Participant's average Compensation during his or her final 5 Years of Service.

Good Reason .  "Good Reason" shall have the definition set forth in the Participant's employment agreement with the Company, or, absent an employment agreement defining Good Reason, Good Reason shall mean the occurrence of one or more of the following, without the Participant's prior written consent:  (i) a material change, adverse to the Participant, in his or her position, title or office, status, rank, nature of responsibilities or authority within the Company, except in connection with termination of his or her employment for Cause or Disability or as a result of action by the Participant, (ii) assignment of duties to the Participant that are materially inconsistent with and adverse to his or her duties, status, rank, responsibilities or authority, (iii) decrease in the Participant's base salary, annual bonus opportunity or benefits (other than any such decrease applicable to executives of the Company generally), and (iv) relocation of the Participant's principal place of business to a location more than 50 miles from its location on the date when he or she first became a Participant.

Normal Form .  "Normal Form" means a monthly benefit payable in the form of a single life annuity for the life of Participant with payment guaranteed for 120 months.

Normal Retirement Age .  "Normal Retirement Age" means the earlier of a Participant's attainment of age 65 or the date on which the sum of his or her age and Years of Service equals 90.

Normal Retirement Benefit .  "Normal Retirement Benefit" means a benefit calculated under Section 3.2(a).

Normal Retirement Date .  "Normal Retirement Date" shall be the first day of the month next following the attainment by a Participant of Normal Retirement Age.

Participant .  A "Participant" is any senior officer   or other key employee of the Company who has become a participant in the Plan pursuant to Article II.

Participant Notice .  "Participant Notice" means the written notice that shall be provided by the Company to a Participant notifying him or her of his or her participation in the Plan and specifying any special terms or conditions applicable to such Participant's participation in the Plan.

Primary Insurance Amount .  "Primary Insurance Amount" means the primary insurance amount payable on a monthly basis to the Participant on his or her Normal Retirement Date (excluding any benefit payable on behalf of a spouse or other dependent) as provided under the Federal Social Security Act or any other similar applicable national benefit program as in effect on such date.  The Primary Insurance Amount shall be determined on the following assumptions, notwithstanding facts to the contrary:

In the case of any Participant who may be entitled to government provided retirement benefits payable by a government or a government sponsored retirement program other than the United States, such benefits shall be included in the Participant's Primary Insurance Amount and shall be calculated on a basis and using assumptions that are comparable to the foregoing.

Supplemental Retirement Benefit .  "Supplemental Retirement Benefit" means for any Participant a benefit payable in the Normal Form, commencing on the Participant's Normal Retirement Date or, if later, the date on which his or her Termination of Employment occurs, and equal to the excess of (a) one-twelfth of the product of 2% times the Participant's Years of Service (not to exceed 20) times the Participant's Final Average Compensation over (b) an amount payable in the Normal Form equal to the Actuarial Equivalent of the sum of the following amounts:  (i) 50% of the Participant's Primary Insurance Amount and (ii) the Participant's accrued benefit under any other qualified (under Section 401(a) of the Code) defined benefit pension plan maintained by the Company or any of its subsidiaries.

Termination of Employment .  "Termination of Employment" means the ceasing of the Participant's Employment for any reason whatsoever, whether voluntarily or involuntarily.

Years of Service .  "Years of Service" shall mean the calendar years during which a Participant was employed by the Company (or any company acquired by the Company or any of its subsidiaries), commencing with the calendar year commencing on the January 1 nearest his or her date of hire and ending with the calendar year in which his or her Termination of Employment occurs, if such Termination of Employment occurs after the June 30th of that year, or the prior calendar year if such Termination of Employment occurs prior to the July 1st of the year in which such Termination of Employment occurs.  The Committee may, in the Participant Notice or at any time thereafter, provide a Participant with credit for additional Years of Service in respect of periods for which he or she would not otherwise receive credit under the previous sentence.

II

ELIGIBILITY AND PARTICIPATION

2.1            Eligibility .  Any senior officer or other key employee of the Company shall be eligible to participate in the Plan.

2.2            Participation .  An eligible officer or key employee shall become a Participant in the Plan upon approval by the Committee and notification by Company's Chief Executive Officer that he or she has been selected to participate in the Plan.  The effective date of a Participant's participation in the Plan shall be the date he or she receives the Participant Notice or such other date as may be determined by the Committee and as set forth in the Participant Notice.  Notwithstanding the above to the contrary, no senior officer or other employee of the Company shall be selected to participate in the Plan after December 31, 2008.

2.3            Terms and Conditions of Participants .  Unless specified by the Committee in the Participant Notice, a Participant's participation in the Plan shall be as set forth in the terms of the Plan.  The Committee may determine in the case of any Participant that the terms and conditions of his or her participation in the Plan shall be different than those set forth in the Plan (e.g., additional Years of Service); provided that such determination shall be made and applied in a manner that complies with Section 409A of the Code.  However, unless set forth in the Participant Notice, no special terms and conditions applicable to any Participant shall be less favorable to the Participant than those provided for by the terms of the Plan.

2.4            Cessation of Participation .  An individual shall cease to be a Participant in the Plan once he or she has received from the Company all benefits to which he or she is entitled under the Plan.

III

RETIREMENT BENEFITS

3.1            Vesting and Timing of Retirement Benefit .  A Participant will vest in his or her right to receive a benefit under this Plan on the earlier of (a) the Participant’s attainment of Normal Retirement Age during Employment and (b) the date on which the Participant has completed ten Years of Service (such earlier date, the “Vesting Date”).  Except as provided in Section 3.3(b) or Article IV, a Participant will be entitled to commence receiving a benefit under this Plan, to the extent vested, on the Participant’s Benefit Commencement Date, which shall be the later of (i) the first day of the month next following the Participant’s Termination of Employment and (ii) the Participant’s Early Retirement Date.

3.2            Amount of Retirement Benefit .  Except as provided in Section 3.4 or Article IV,

(a)           in the event that a Participant's Termination of Employment occurs on or after the Participant’s Normal Retirement Age, the Participant shall be entitled to receive a benefit payable in the Normal Form in an amount that is equal to the Participant's Supplemental Retirement Benefit.

(b)           in the event that a Participant’s Termination of Employment occurs (i) prior to his or her Normal Retirement Age and (ii) after the date on which the Participant has completed ten Years of Service, the Participant shall be entitled to receive a benefit payable in the Normal Form in an amount that is equal to the Actuarial Equivalent of the Participant’s accrued Supplemental Retirement Benefit, determined as of his or her Benefit Commencement Date.

3.3            Termination Without Cause or for Good Reason .  In the event of a Participant's Termination of Employment by the Company without Cause or by the Participant for Good Reason,

(a)              except as pr