TEREX CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF TEREX CORPORATION
The undersigned hereby appoint Ronald M. DeFeo, Eric I Cohen, and David J.
Langevin, and any one of them, as proxies for the undersigned, with full
power of substitution, to vote and otherwise represent all the shares that
the undersigned is entitled to vote at the Annual Meeting of Stockholders of
Terex Corporation, to be held on Tuesday, May 19, 1998 at 11:00 A.M. local
time, at the St. Regis Hotel, 2 East 55th Street, New York, New York, and any
adjournment(s) or postponement(s) thereof, with the same effect as if the
undersigned were present and voting such shares, on the matters and in the
manner set forth below and as further described in the accompanying Proxy
Statement. The undersigned hereby revokes any proxy previously given with
respect to such shares.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the accompanying Proxy Statement.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF THIS PROXY IS EXECUTED BUT NO
DIRECTION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE
DIRECTORS NOMINATED IN ITEM 1, FOR THE RATIFICATION OF SELECTION OF
INDEPENDENT ACCOUNTANTS IN ITEM 2, FOR APPROVAL OF ANY AMENDMENT TO THE
COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK THE COMPANY IS AUTHORIZED TO ISSUE IN ITEM 3, FOR
APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF PREFERRED STOCK THE COMPANY
IS AUTHORIZED TO ISSUE IN ITEM 4, FOR APPROVAL OF THE 1998 TEREX CORPORATION
ANNUAL INCENTIVE COMPENSATION PLAN IN ITEM 5, FOR APPROVAL OF AN AMENDMENT TO
THE 1996 TEREX CORPORATION LONG-TERM INCENTIVE PLAN IN ITEM 6 AND IN THE
DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. PLEASE
MARK BOX [X] OR [ ].
1. ELECTION OF DIRECTORS: Ronald M. DeFeo, G. Chris Andersen, William H.
Fike, Dr. Donald P. Jacobs, Bruce I. Raben, David
A. Sachs, Adam E. Wolf
WITHHOLD
AUTHORITY
FOR all to vote (INSTRUCTION: To withhold authority to
nominees for all vote for an individual nominee, write that
listed nominees nominee's name on the space provided
above listed above below.)
[ ] [ ] _____________________________________
2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THE
COMPANY IS AUTHORIZED TO ISSUE TO 150,000,000 SHARES
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF PREFERRED STOCK THE
COMPANY IS AUTHORIZED TO ISSUE TO 50,000,000 SHARES
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. APPROVAL OF THE 1998 TEREX CORPORATION ANNUAL INCENTIVE COMPENSATION
PLAN
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. APPROVAL OF AN AMENDMENT TO THE 1996 TEREX CORPORATION LONG-TERM
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF THE COMPANY'S COMMON
STOCK AVAILABLE FOR ISSUANCE:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
-----------------------------------------
(Stockholder's Signature)
-----------------------------------------
(Stockholder's Signature,
if held jointly)
Dated ____________________________, 1998
Please sign exactly as name appears above.
When signing as attorney, executor,
administrator, trustee, etc., give full
title under signature. If stock is held
jointly, each owner must sign.
Please date, sign and return this proxy card promptly using the enclosed
envelope.
