AMENDED AND RESTATED EMPLOYMENT AND COMPENSATION AGREEMENT

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 ofthe Internal Revenue Code of 1986, asamended (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 Personor 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 groupwho 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 compensationsuch 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, payablein 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