Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 12, 2008, the Board of Directors (the "Board") of Terex Corporation ("Terex" or the "Company") approved amendments to the Company's Supplemental Executive Retirement Plan ("Existing SERP"). The following is a listing of the most significant changes to the Existing SERP, which include changes that are intended to bring the Existing SERP into compliance with
Section 409A of the Internal Revenue Code of 1986, as amended:

• Closing the Existing SERP to new participants.

• Reducing the vesting requirement from 15 years of service with the Company to 10 years of service with the Company.

• Eliminating participant discretion to choose when benefits commence and in what form benefits are received.

• Amending the Existing SERP to prevent participants who are one of the Company's 50 most highly compensated team members from receiving payments in the first six months after the participant's separation from service from the Company.

On December 12, 2008, the Board approved the creation of a new defined contribution Supplemental Executive Retirement Plan ("New SERP") for select senior executives, which will be effectuated by an amendment to the Company's 2005 Deferred Compensation Plan ("DCP"). The following is a listing of the most significant changes to the DCP:

• Amending the DCP to create a new account under the plan which will be called a Retirement Plus Account.

• Contributions made to a participant's Retirement Plus Account shall be based upon 10% of the participant's base salary and bonus earned.

• Participants in the New SERP shall vest in the contributions made to their Retirement Plus Account after 10 years of service with the Company.

A senior executive participating in the Existing SERP will not be eligible to participate in the New SERP. Participants in the Existing SERP shall be given a one time option to participate in the New SERP and convert the value of their accrued benefit as of December 31, 2008 under the Existing SERP to an actuarially determined lump sum and transfer such amount to the New SERP.

Copies of the Existing SERP, as amended, and the amendment to the DCP are filed as Exhibits 10.1 and 10.2 to this Form 8-K. The foregoing summary of the Existing SERP and the amendment to the DCP is qualified in its entirety by reference to the attached Exhibits.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Terex Corporation Amended and Restated Supplemental Executive Retirement Plan

10.2 Amendment to the Terex Corporation 2005 Deferred Compensation Plan