TEREX CORP — Director's Dealing 2009

Mar 2, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEREX CORP (TEX)
CIK: 0000097216
Period of Report: 2009-02-26

Reporting Person: DEFEO RONALD M (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-26	Common Stock, par value $.01	A	60300	—	Acquired	887345	Direct
2009-02-26	Common Stock, par value $.01	A	59700	—	Acquired	947045	Direct
2009-02-26	Common Stock, par value $.01	A	59700	—	Acquired	1006745	Direct
2009-02-26	Common Stock, par value $.01	I	0	—	Acquired	190143	Indirect
2009-02-26	Common Stock, par value $.01	I	0	—	Acquired	8598	Indirect

Footnotes

F1: Shares granted pursuant to one of the Company's long-term incentive plans with the award vesting on February 26, 2012.

F2: Shares granted pursuant to one of the Company's long-term incentive plans with the award scheduled to vest in the first quarter of 2012 if the Company achieves a targeted percentile rank against a peer group of companies for three year annualized total shareholder return ("TSR") for the period January 1, 2009 - December 31, 2011. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.

F3: Shares granted pursuant to one of the Company's long-term incentive plans with the award scheduled to vest in the first quarter of 2012 if the Company achieves a targeted earnings per share ("EPS") in each of 2009, 2010 and 2011. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted EPS.