Exhibit 10.26 DEERE & COMPANY HITACHI CONSTRUCTION MACHINERY CO., LTD. JOINT VENTURE AGREEMENT

Covenants

                In consideration of the premises and the mutual covenants of the parties set forth herein, the parties hereto agree as follows:

ARTICLE I
Organization of the Company

                l.1            Formation .  Deere and Hitachi shall cause to be organized a close corporation (the “Company”) under the General Corporation Law of Delaware. The Certificate of Incorporation and Bylaws of the Company shall be in the forms attached hereto as Exhibits A and B, respectively.

                1.2           Name .  The name of the Company shall be Deere-Hitachi Construction Machinery Corporation.

                1.3           Purposes .  The purposes of the Company shall be to (a) establish a facility in North America for the manufacture of excavators, components and repair parts thereof of the types designed and manufactured by Deere in the United States and by Hitachi in Japan; (b) manufacture all or part of such excavators at the facility; (c) expand the product lines of excavators currently being marketed under the Deere and Hitachi tradenames and trademarks; (d) distribute excavators and service parts manufactured or purchased by the Company on an exclusive basis in the Territory; and (e) engage in any other lawful act or activity as provided for by the Certificate of Incorporation and Bylaws of the Company.

                1.4           Authorized Capital .  As set forth in Exhibit A hereto, the initial authorized capital of the Company shall consist of 1,000 shares of common stock, no par value (the “Shares”).

                1.5.          Initial Stock Subscription and Use of Funds .  (a) Each of Deere and Hitachi (the “Shareholders”) shall subscribe to 500 Shares and pay to the Company therefor the sum of approximately $15.75 million in immediately available funds, or as otherwise agreed by the parties and the board of directors of the Company except that (i) Deere may pay part of its subscription by the

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transfer to the Company of certain machinery and equipment as listed and described on Exhibit C hereto, which for this purpose shall be valued at net book value as of the Closing based on financial statements of Deere which shall be audited in accordance with generally accepted accounting principles applied on a consistent basis and (ii) Hitachi may pay part of its subscription by the transfer to the Company of (A) 70% (1,750,000 shares) of the issued and outstanding shares of Hitachi Construction Machinery (America) Corporation (“HCMA”) which for this purpose shall be valued at net book value as of the Closing based on financial statements of HCMA which shall be audited in accordance with generally accepted accounting principles applied on a consistent basis and (B) 1,999 of the issued and outstanding shares of Marubeni Construction Machinery Canada, Ltd. ("MCMC"), which for this purpose shall be valued at net book value as of the Closing based on financial statements of MCMC which shall be audited in accordance with generally accepted accounting principles applied on a consistent basis.

                (b)           The Company may purchase from certain companies affiliated with Hitachi or Deere, and Hitachi or Deere shall cause such companies to sell to the Company the machinery and equipment listed and described on Exhibit D, the prices of which shall not include any engineering or technical fees added by the parties.

                1.6           Transfer of Shares .  Neither Shareholder shall sell, assign, transfer or otherwise dispose of or encumber, by sale, gift, pledge or otherwise any of its Shares without the prior written consent of the other Shareholder. Notwithstanding the foregoing, a Shareholder may sell, transfer or assign its Shares to a wholly-owned subsidiary of the Shareholder, provided that such subsidiary agrees in writing to be bound by this Section 1.6 as though it were a Shareholder and shall take no actions which are contrary to the terms of this Agreement. Each share

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certificate issued by the Company shall bear the following legend:

The shares evidenced by this certificate were issued the pursuant to a certain Joint Venture Agreement dated May 16th, 1988 (the “Agreement”) by and between Deere & Company and Hitachi Construction Machinery Co., Ltd. The Agreement restricts the sale, assignment, transfer or other disposition, or the encumbrance by sale, gift, pledge or otherwise of such shares and any such sale, assignment transfer or other disposition or encumbrance may be made only in accordance with the terms and conditions thereof.

ARTICLE II

Closing

                2.1           Time and Place of Closing .  The Closing of the payment for the subscriptions referred to in Section 1.5 and the execution of the other agreements referred to in Section 3.1(c) (the “Closing”) shall take place at the offices of Deere at 10:00 a. m., local time on May 31, 1988, or at such other time, date or place as the parties hereto may mutually agree.

                2.2           Authorizations, Approvals or Consents .  Each of Deere and Hitachi shall use its best efforts to obtain, prior to the date set forth in Section 2.1 for the Closing, any authorization, approval, consent or review from or by governmental authorities, third parties, or the respective boards of directors of the parties that may be necessary or advisable to carry out the transactions contemplated by this Agreement and the exhibits hereto. In no event shall the Closing take place prior to the obtaining or completion of all such authorizations, approvals, consents or reviews.

                2.3           Organization of the Company and Stock Subscriptions .  Prior to the Closing, each of Deere and Hitachi shall have taken the action set forth in Section 1.1 of this Agreement.

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ARTICLE III

Shareholder Voting

                3.1           Agreement to Vote .  Each Shareholder shall vote its Shares, use its best efforts to cause members of the board of directors of the Company (the “Board of Directors”) designated by such Shareholder pursuant to Section 4.1 of this Agreement to cast their votes, to effectuate the following matters:

                (a)  the election of an eight-member Board of Directors in accordance with the provisions of Section 4.1 of this Agreement;

                (b)  the adoption of Bylaws of the Company in the form attached hereto as Exhibit B; and

                (c)  the taking of all such action by the Company as is necessary to (i) adopt, ratify and implement all provisions of this Agreement; and (ii) enter into a Manufacturing License Agreement, a Name and Trademark Agreement and a Supply Agreement with each of Deere and Hitachi in the forms attached hereto as Exhibits E, F, G, H, I, and J respectively;. and a Supply Agreement with Deere in the form attached hereto as Exhibit K.

                3.2           Meetings of Shareholders .  Annual and special meetings of the shareholders of the Company shall be called and held in accordance with the Bylaws of the Company. The Bylaws shall provide that at any meeting of the shareholders of the Company, the holders of two-thirds of the capital stock outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business.

                3.3           Matters Requiring Shareholder Approval .  The only matters presented for vote of the shareholders of the Company shall be those required by the General Corporation Law of Delaware to be voted on by the shareholders and such other matters as may be agreed upon by the parties; provided that none of the following matters shall be authorized unless it has been

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approved by the affirmative vote of the holders of at least two-thirds of the voting stock of the Company outstanding on the record date for the meeting (or at the time of the meeting if no record date is fixed):

                (a)  any amendment to the Certificate of Incorporation of the Company;

                (b)  the merger or consolidation of the Company with another entity including any subsidiary of the Company;

                (c)   the voluntary bankruptcy, liquidation or dissolution of the Company;

                (d)  the increase, decrease or any other change in the authorized capital stock of the Company; and

                (e)  the transfer of substantially all of the assets of the Company or of any of its subsidiaries to any person or entity.

ARTICLE IV

Board of Directors

                4.1           Responsibility and Composition .  The Board of Directors shall be responsible for the overall management of the business and affairs of the Company and each of its subsidiaries. The Board of Directors shall consist of eight members, four of whom may be designated by Deere (one of whom shall be the President of the Company) and four of whom may be designated by Hitachi. Each of Deere and Hitachi shall have the right to approve or reject the director candidates designated by the other, provided that neither party will unreasonably withhold its approval of any such candidate. In the event that a vacancy on the Board of Directors is caused by the death, resignation or removal of a director prior to the end of such director’s term of office, the Board of Directors shall elect a successor director designated by the Shareholder who had designated the prior occupant of the vacant board seat (subject to the same right of approval or rejection in Deere or Hitachi). Either party may, from time to time, elect to change a director

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or directors which it has designated, and the Board of Directors shall take such action as may be necessary to effectuate such change (subject to the same right of approval or rejection in Deere or Hitachi).

                4.2           Meetings of the Board of Directors .  Annual, regular and special meetings of the Board of Directors shall be called and held in accordance with the Bylaws of the Company. At any meeting of the Board of Directors, three directors shall constitute a quorum for the transaction of business, provided such quorum shall include at least one director who was designated by Hitachi and at least one director who was designated by Deere.

                4.3           Matters Requiring Special Approval .  Notwithstanding any other provision in this Agreement to the contrary, any action of the Company or any of its subsidiaries with respect to any of the following matters shall require the approval of at least one director designated by Hitachi and at least one director designated by Deere:

                (a)  the approval of annual financial statements and policies relating to the investment or allocation of surplus funds and creation of reserve accounts;

                (b)  the approval of annual business, strategic, and manufacturing plans and annual capital budgets;

                (c)  the making of any investment in the equity or debt securities of another corporation or in any partnership or other enterprise (other than temporary investment of cash in money market instruments);

                (d)  the formation, dissolution, merger or consolidation of any subsidiary of the Company;

                (e)  the making of any material capital expenditure not otherwise provided for in an annual business plan or annual capital budget that has been approved by the Board of Directors pursuant to this Section 4.3;

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                (f)  the extension of any material credit, including the lending of funds by the Company, to another person or entity other than in the ordinary course of the business of the Company or to a wholly-owned subsidiary of the Company;

                (g)  the establishment or closure of any place of business of the Company that would be (at the time of establishment) or is (immediately prior to the time of proposed closure) a material part of the business of the Company;

                (h)  the merger or consolidation of the Company with another entity including any subsidiary of the Company;

                (i)  the voluntary bankruptcy, liquidation or dissolution of the Company;

                (j)  the declaration or payment of any dividends;

                (k)  the issuance of any equity security, including but not limited to any warrant, stock option or convertible debt, to any person or entity;

                (1)  the transfer of any material asset of the Company or of any of its subsidiaries other than in the ordinary course of business to any Shareholder or to any other person or entity;

                (m)  the addition of any product line other than excavators and components thereof or the elimination of any product line;

                (n)  the amendment to the range of models offered to Deere or Hitachi dealers as set forth on Exhibit N; and

                (o)  any amendment to the Bylaws of the Company.

                4.4           Election of Officers .  The Board of Directors shall elect officers consisting of a President, Vice-President for Administration, Vice-President for Manufacturing, Vice-President for Deere Marketing, Vice-President for Hitachi Marketing, Vice-President for International Relations and such other officers as provided for in the By-Laws. Deere shall be entitled to nominate the President, the Vice President for Administration, and Vice President for Deere Marketing. Hitachi shall be entitled to nominate the Vice President for

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Manufacturing, the Vice President for Hitachi Marketing, and the Vice President for International Relations.

                Each of Deere and Hitachi shall have the right to approve or reject the officer candidates nominated by the other, provided that neither party will unreasonably withhold its approval of any such candidate. The candidates so nominated and approved from time to time shall be elected by the Board of Directors. Either party may, from time to time, elect to change an officer or officers which it has nominated, and the Board of Directors shall take such action as may be necessary to effectuate such change (subject to the same right of approval or rejection in Deere or Hitachi).

                4.5           Subsidiaries .  The Company shall take such action as is necessary to cause the Boards of Directors of HCMA and MCMC and any other subsidiary of the Company to consist of the President and the Vice Presidents of the Company unless otherwise agreed by the parties.  Hitachi shall be entitled to nominate the Presidents of HCMA and MCMC and Deere shall have the right to approve or reject any such candidate provided that Deere will not unreasonably withhold its approval of any such candidate.

ARTICLE V

Accounting and Financial Policies

                5.1           Books and Records .  The Company shall maintain books and records in accordance with United States generally accepted accounting principles applied on a consistent basis. Such books and records shall be maintained on the accrual method of accounting and shall otherwise comply with the applicable legal requirements and be adequate to permit the filing of tax returns by the Company. Either Shareholder or a representative designated by it shall at all times have the right to inspect and examine the books and records of the Company at its

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headquarter’s office during normal business hours of its operations.

                5.2           Financial Reports .  Within 90 days after the end of the fiscal year, the Company shall cause to be prepared and distributed to each Shareholder audited financial statements of the Company as of the end of and for such year, all of which shall be prepared in accordance with generally accepted accounting principles applied on a consistent basis.

                5.3           Fiscal Year .  The fiscal year of the Company shall end on December 31st.

                5.4           Appointment of Auditors .  The Company shall retain a firm of independent public accountants appointed by the Board of Directors.

                5.5           Financial Policies and Dividends .  All of the financial policies of the Company, including, but not limited to, the declaration of dividends, compensation and bonus policies for personnel, investment or allocation of surplus funds, and creation of reserve accounts, shall be established by the Board of Directors.

ARTICLE VI

Representations and Warranties of Hitachi

                In order to induce Deere to enter into this Agreement and to consummate the transactions contemplated hereby, Hitachi makes the following representations and warranties:

                6.1           Organization, Power and Authority . Hitachi is a corporation duly organized and legally existing in good standing under the laws of Japan and has full corporate power and authority necessary to enter into this Agreement and to carry out all of the agreements and transactions contemplated hereby.

                6.2           Due Authorization and Absence of Breach .  The execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby have been

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duly authorized by all necessary corporate action of Hitachi. This Agreement has been duly executed and delivered by Hitachi and is a valid and binding obligation of Hitachi, enforceable in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) conflict with or violate any provisions of (i) the charter of Hitachi, (ii) any law, ordinance or regulation, or (iii) any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Hitachi; (b) result in any breach of or default under any mortgage, contract, agreement, indenture, trust, or other instrument which is either binding upon or enforceable against Hitachi; or (c) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Deere.

                6.3           Accuracy of Information Furnished by Hitachi .  To the knowledge of Hitachi, no representation, statement or information made or furnished by Hitachi in thi