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

Terex Corporation (“Terex” or the “Company”) announced that the base salary levels of its executive officers who experienced 10% reductions in March 2009, will be 100% restored, effective with the first full pay period beginning on or after January 1, 2010. Ronald M. DeFeo, the Company’s Chairman and Chief Executive Officer, voluntarily determined that he would not return to his previous base salary level, however, until it is more fully assured that Terex is on the path to financial recovery. This will be determined by the Company’s Compensation Committee.

Consistent with executive compensation market trends and practices at other organizations, after careful consideration by the Company’s Compensation Committee, on December 9, 2009, the Compensation Committee decided to change its perquisite practices for the Company’s executive officers.  Accordingly, effective January 1, 2010, the Company will be eliminating substantially all perquisites that apply only to its executive officers.  This will eliminate company paid automobiles, financial planning services, club memberships, use of private aircraft, any tax gross up on executive life insurance and other similar perquisites, but will not impact benefits that are also provided to the broader team member population such as company paid medical and life insurance, 401(k) match, wellness awards and other similar benefits. To compensate for the loss of these perquisites, the Compensation Committee approved base salary adjustments to each of the Company’s named executive officers effective January 1, 2010, as set forth below. As a result of these items, the annual base salary as of January 1, 2010 for each of the Company’s named executive officers will be the following:

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