TEREX CORP
EX. 10.38 CONTRACT OF EMPLOYMENT - RON DEFEO
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EX. 10.38 CONTRACT OF EMPLOYMENT - RON DEFEO
<TEXT>


                              AMENDED AND RESTATED
                      EMPLOYMENT AND COMPENSATION AGREEMENT

         THIS AMENDED AND RESTATED  EMPLOYMENT AND COMPENSATION  AGREEMENT (this
"Agreement"),  made  and  entered  into  as of  April  1,  2000,  between  Terex
Corporation,  a Delaware  corporation,  with its principal office located at 500
Post Road East,  Suite 320,  Westport,  CT  (together  with its  successors  and
assigns  permitted  under  this  Agreement)  ("Terex"),   and  Ronald  M.  DeFeo
("DeFeo"), whose address is 45 Beachside Avenue, Westport, CT 06880.

                              W I T N E S S E T H:
         WHEREAS,  Terex and DeFeo  entered  into that  certain  Employment  and
Compensation Agreement dated as of June 1, 1999 (the "Original Agreement").

         WHEREAS, Terex has determined that it is in the best interests of Terex
and its  stockholders  to enter into this  Agreement  amending and restating the
obligations and duties of both Terex and DeFeo; and

         WHEREAS, Terex wishes to assure itself of the services of DeFeo for the
period  hereinafter  provided,  and DeFeo is willing to be employed by Terex for
said period, upon the terms and conditions provided in this Agreement;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained herein and for other good and valuable  consideration,  the receipt of
which is  mutually  acknowledged,  Terex and DeFeo  (individually  a "Party" and
together the "Parties") agree as follows:

     1. DEFINITIONS.

          (a) "Affiliate" shall mean an entity

               (i) that is directly or indirectly  controlled by or under common
          control with Terex, or

               (ii) that controls Terex.

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          (b) "Base Salary" shall mean the annual salary provided for in Section
     3 below, as adjusted from time to time by the Board.

          (c)  "Beneficial  Owner" shall have the meaning  defined in Rule 13d-3
     under the Exchange Act.

          (d)  "Beneficiary"  shall mean the  person or  persons  named by DeFeo
     pursuant  to Section 21 below or, in the event that no such person is named
     and survives DeFeo, his estate.

          (e) "Board" shall mean the Board of Directors of Terex.

          (f) "Cause" shall mean:

               (i) DeFeo's conviction in a court of law of, or guilty plea or no
          contest plea to, a felony  charge or a  misdemeanor  charge  involving
          moral turpitude,

               (ii)  willful,  substantial  and  continued  failure  by DeFeo to
          perform his duties under this Agreement,

               (iii) willful engagement by DeFeo in conduct that is demonstrably
          and materially injurious to Terex,

               (iv) entry by a court or  quasi-judicial  governmental  agency of
          the  United  States or a  political  subdivision  thereof  of an order
          barring  DeFeo from  serving as an  officer  or  director  of a public
          company, or

               (v) a breach by DeFeo of Section 10 or Section 11 below.  For the
          purposes  of  clauses  (ii) and  (iii) of this  definition,  no act or
          failure to act on the part of DeFeo shall be deemed  "willful"  (x) if
          caused by a Disability  or (y) unless done,  or omitted to be done, by
          him not in good faith or  without  reasonable  belief  that his act or
          omission was in the best interest of Terex.

          (g) "Change in Control" shall mean

               (i) any Person  becoming  the  Beneficial  Owner of 35 percent or
          more  of  the  combined  voting  power  of  Terex's  then  outstanding
          securities,  excluding any Person who becomes such a Beneficial  Owner
          in connection with  transactions  described in clauses (x), (y) or (z)
          of paragraph (iii) below;

               (ii) a change in the composition of the Board occurring  within a
          rolling two-year period, as a result of which fewer than a majority of
          the directors are Incumbent  Directors  ("Incumbent  Directors"  shall
          mean  directors who either (x) are members of the Board as of the date
          of this  Agreement or (y) are elected,  or nominated for election,  to
          the Board with the  affirmative  votes of at least a  majority  of the
          Incumbent  Directors at the time of such election or  nomination,  but
          shall not include an individual  not  otherwise an Incumbent  Director
          whose  election  or  nomination  is in  connection  with an  actual or
          threatened  proxy  contest,  including  but not  limited  to a consent
          solicitation, relating to the election of directors to the Board);

               (iii) consummation, in any transaction or series of transactions,
          of a  complete  liquidation  or  dissolution  of  Terex  or a  merger,
          consolidation  or sale of all or  substantially  all of Terex's assets
          (collectively,   a  "Business  Combination")  other  than  a  Business
          Combination after which (x) the stockholders of Terex own more than 50
          percent of the combined  voting power of the voting  securities of the
          company  resulting  from  the  Business  Combination,  (y) at  least a
          majority of the board of directors of the resulting  corporation  were
          Incumbent Directors and (z) no individual,  entity or group (excluding
          any  corporation  resulting  from  the  Business  Combination  or  any
          employee  benefit plan of such  corporation  or of Terex)  becomes the
          Beneficial Owner of 35 percent or more of the combined voting power of
          the  securities  of the  resulting  corporation,  who did not own such
          securities immediately before the Business Combination; or

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               (iv)  the  stockholders  of  Terex  approve  a plan  of  complete
          liquidation  or dissolution of Terex or there is consummated a sale or
          disposition by Terex of all or substantially all Terex's assets.

          (h) "Code" shall mean the Internal  Revenue Code of 1986, as from time
     to time amended.

          (i) "Committee" shall mean the Compensation Committee of the Board.

          (j)   "Covenant   Period"  shall  mean  the  period   beginning   with
     commencement  of the Term and ending as provided  in Section  11(b) and, as
     applicable, Section 12(b).

          (k) "Date of  Termination"  shall mean,  with respect to any purported
     termination  of  DeFeo's   employment  during  the  Term,  (i)  if  DeFeo's
     employment  terminates  due to  Disability,  30  days  after  a  good-faith
     determination  of Disability by Terex  (provided  that DeFeo shall not have
     returned to full-time performance of his duties during such 30-day period),
     and (ii) if DeFeo's  employment  terminates for any other reason,  the date
     specified  in the Notice of  Termination  (which  shall be not less than 30
     days, and, in the case of Voluntary  Termination by DeFeo, not more than 60
     days, after the date of such Notice of Termination).

          (l) "Disability" shall mean DeFeo's inability to perform the essential
     duties  set  forth in this  Agreement  by reason  of a  physical  or mental
     disability or infirmity  that has  continued for more than six  consecutive
     months or for such shorter  periods as aggregate  more than 24 weeks in any
     24-month period.

          (m) "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
     from time to time amended.

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          (n) "Good Reason" shall mean the occurrence  (without  DeFeo's express
     written  consent) of any one of the  following  acts or  omissions by Terex
     unless,  in the case of any act or omission  described in this Section 1(n)
     or Section 9(j) below,  such act or omission is corrected prior to the Date
     of Termination specified in the Notice of Termination in respect thereof:

               (i) the  assignment  to DeFeo  of any  duties  inconsistent  with
          DeFeo's status as a senior executive officer of Terex or a substantial
          adverse  alteration  in the  nature of  DeFeo's  authority,  duties or
          responsibilities,  or any other  action by Terex  which  results  in a
          diminution in such status,  authority,  duties or responsibilities (it
          being   understood  that  a  mere  change  in  authority,   duties  or
          responsibilities,  or any other  action by Terex  will not  constitute
          Good  Reason  in and of  itself  unless it  results  in a  substantial
          adverse  alteration  or  diminution  of DeFeo's  authority,  duties or
          responsibilities),   excluding   for   this   purpose   an   isolated,
          insubstantial and inadvertent  action not taken in bad faith and which
          is remedied by Terex promptly after receipt of notice thereof given by
          DeFeo;

               (ii) a reduction  by Terex in DeFeo's base salary  and/or  annual
          bonus as in effect on the date hereof or as the same may be  increased
          from time to time, except for  across-the-board  reductions  similarly
          affecting all senior executives of Terex, provided, however, that such
          across-the-board  reductions  are  not  made  as a  result  of,  or in
          contemplation of, a Change in Control;

               (iii) the failure by Terex to pay to DeFeo any portion of DeFeo's
          current   compensation   except   pursuant   to  an   across-the-board
          compensation  deferral  similarly  affecting all senior  executives of
          Terex,  provided,  however,  that such  across-the-board  compensation
          deferrals  are not  made as a result  of,  or in  contemplation  of, a
          Change in Control;

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               (iv) the failure by Terex to continue in effect any  compensation
          plan or other benefit in which DeFeo participates which is material to
          DeFeo's total  compensation,  except  pursuant to an  across-the-board
          compensation or benefit deferral or reduction  similarly affecting all
          senior   executives   of   Terex,   provided,   however,   that   such
          across-the-board  compensation or benefit  deferrals are not made as a
          result of, or in contemplation of, a Change in Control;

               (v) the  failure  by Terex to  continue  to  provide  DeFeo  with
          benefits  substantially similar to those enjoyed by DeFeo under any of
          Terex's  pension,  life  insurance,   medical,  health  and  accident,
          disability  plans or other benefits  (including,  without  limitation,
          automobile,  country club,  vacation,  and pension  benefits) in which
          DeFeo was participating at the time, the taking of any action by Terex
          which  would  directly  or  indirectly  materially  reduce any of such
          benefits or deprive DeFeo of any material  fringe  benefit  enjoyed by
          DeFeo at the time, (including, without limitation, automobile, country
          club,  vacation  and  pension  benefits),  or the  failure by Terex to
          provide  DeFeo with the number of paid vacation days to which DeFeo is
          then entitled; or

               (vi) the  relocation of Terex's  principal  offices to a location
          more than 50 miles from the  location  of such  offices on the date of
          this  Agreement or a requirement  that DeFeo be based  anywhere  other
          than at Terex's principal DeFeo offices except for necessary travel on
          Terex's  business to an extent  substantially  consistent with DeFeo's
          business travel obligations on the date of this Agreement.

          (o) "Notice of  Termination"  shall mean delivery of written notice by
     one Party and receipt thereof by the other Party in accordance with Section
     25 below, which notice shall indicate the specific termination provision in
     this  Agreement  relied upon and shall set forth in  reasonable  detail the
     facts and  circumstances  claimed  to  provide a basis for  termination  of
     DeFeo's employment hereunder.

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<PAGE>

          (p) "Person" shall have the meaning  defined in Section 3(a)(9) of the
     Exchange  Act, as modified  and used in Sections  13(d) and 14(d)  thereof;
     provided, however, that a Person shall not include:

               (i) Terex or any subsidiary or affiliate (as such term is defined
          in Rule 12b-2 promulgated under the Exchange Act),

               (ii) a trustee or other  fiduciary  holding  securities  under an
          employee benefit plan of Terex or any Subsidiary or Affiliate,

               (iii) an underwriter  temporarily  holding securities pursuant to
          an offering of such securities, or

               (iv)  a  corporation  owned,  directly  or  indirectly,   by  the
          stockholders  of Terex in  substantially  the same proportion as their
          ownership of stock of Terex.

          (q) "Spouse" shall mean, during the Term of Employment,  the woman who
     as of any relevant date is legally married to DeFeo.

          (r) "Subsidiary" shall mean a corporation of which Terex owns directly
     or  indirectly  more  than  50  percent  of  its   outstanding   securities
     representing  the right,  other than as affected  by events of default,  to
     vote for the election of directors.

          (s) "Term of Employment" or "Term" shall mean the period  specified in
     Section  2(b) below  during  which DeFeo is employed by Terex or any of its
     Affiliates.

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<PAGE>

     2.   TERM OF EMPLOYMENT, POSITIONS AND DUTIES.

          (a) Employment of DeFeo.  Terex hereby employs DeFeo, and DeFeo hereby
     accepts  employment  with Terex,  in the  position  and with the duties and
     responsibilities  set forth below and upon such other terms and  conditions
     as are hereinafter stated.

          (b) Term of Employment.  The Term of Employment  shall commence on the
     date of this Agreement and shall terminate on December 31, 2001,  unless it
     is  sooner  terminated  as  provided  in  Section  9 below or  extended  by
     agreement of the Parties;  provided,  however, that, if a Change in Control
     shall occur on or prior to December 31, 2001, the Term of Employment  shall
     continue  in effect  until  the  later of (x) 36 months  after the month in
     which such Change in Control occurs or (y) December 31, 2001.

          (c) Title, Duties and Authorities.

               (i) Until termination of his employment hereunder, DeFeo shall be
          employed as Chief Executive Officer of Terex,  reporting to the Board,
          with all the authorities and responsibilities  that normally accrue to
          the  position of chief  executive  officer,  and shall hold such other
          titles as the Board may grant,  including but not limited to President
          and Chief Operating Officer of Terex.

               (ii)  Consistent  with its  obligations  to  stockholders,  Terex
          agrees to use its best  efforts to procure the  election of DeFeo as a
          member of and Chairman of the Board and to ensure DeFeo's  re-election
          to that position during the Term.

          (d) Time and Effort.

               (i) DeFeo agrees to devote his best efforts and abilities and his
          full  business  time and attention to the affairs of Terex in order to
          carry out his duties and responsibilities under this Agreement.

               (ii) Notwithstanding the foregoing,  nothing shall preclude DeFeo
          from

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                    (A)  serving  on the  boards of (x) a  reasonable  number of
               trade  associations  and  charitable  organizations,  (y)  United
               Rentals,  Inc. and (z) with the prior  consent of the Board,  any
               other business not in competition with Terex,

                    (B) engaging in charitable activities and community affairs,
               and

                    (C) managing his personal investments and affairs; provided,
               however,  that any such  activities do not  materially  interfere
               with the proper  performance  of his duties and  responsibilities
               specified in Section 2(c) above.

     3. BASE SALARY.

                  DeFeo shall receive from Terex an initial Base Salary, payable
in accordance with the regular payroll  practices of Terex, of $600,000.  During
the Term, the Board shall review the Base Salary for increase no less often than
annually as of the beginning of each calendar year after 1999.

     4. ANNUAL BONUS.

          (a)  Entitlement.  DeFeo shall  receive an annual  bonus in respect of
     each calendar  year during the Term of  Employment  in accordance  with any
     annual incentive plan or plans  established by Terex either for DeFeo alone
     or for members of Terex's senior management generally.

          (b) Payment.  The annual bonus shall be payable as soon as  reasonably
     practicable  after the completion of Terex's audited  financial  statements
     for such calendar  year,  prepared in accordance  with  generally  accepted
     accounting principles, but in no event later than 120 days after the end of
     the calendar year.



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     5. LONG-TERM INCENTIVE COMPENSATION.

                  During  the Term  DeFeo  shall  participate  in any  long-term
incentive  plan or plans  established  by Terex  either  for DeFeo  alone or for
members of Terex's senior management generally.

     6. EQUITY OPPORTUNITY.

                  During the Term DeFeo shall be  eligible to receive  grants of
options  to  purchase  shares of  Terex's  stock and awards of shares of Terex's
stock,  either or both as determined by the  Committee,  under and in accordance
with the  terms of  applicable  plans of Terex  and  related  option  and  award
agreements.  DeFeo shall also be entitled to participate in any equity  programs
of  Subsidiaries  or  Affiliates  upon  such  terms  and  conditions  as  may be
established by the Committee.

     7. EXPENSE REIMBURSEMENT.

                  DeFeo shall be entitled to prompt  reimbursement  by Terex for
all  reasonable  out-of-pocket  expenses  incurred  by him  during  the  Term in
performing  services under this Agreement,  upon his submission of such accounts
and records as may be reasonably required by Terex.

     8. EMPLOYEE BENEFIT PLANS.

                  During the Term DeFeo shall be entitled to  participate in all
life insurance, short-term and long-term disability,  accident, health insurance
and savings/retirement plans that are applicable to Terex employees generally or
to the senior executives of Terex. DeFeo shall be entitled to the number of paid
vacation days per year determined by Terex,  which,  however,  shall not be less
than four weeks in any calendar  year.  DeFeo shall also be entitled to all paid
holidays given by Terex to its employees generally.

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     9. TERMINATION OF EMPLOYMENT.

          (a) General.  Notwithstanding  anything to the contrary herein, in the
     event of  termination  of DeFeo's  employment  under this Agreement for any
     reason  whatsoever,  he, his dependents or his  Beneficiary,  as may be the
     case,  shall be entitled to receive (in  addition to payments  and benefits
     under, and except as specifically  provided in, subsections (b) through (i)
     below as applicable):

               (i) his Base Salary through the Date of Termination;

               (ii) payment in lieu of any unused  vacation,  in accordance with
          Terex's vacation policy and applicable laws:

               (iii) any annual bonus not yet paid to him for any calendar  year
          prior to the year in which his termination  occurs,  which bonus shall
          not be less than the annual bonus paid to DeFeo for the calendar  year
          preceding the Date of Termination  that has most recently been paid to
          DeFeo;

               (iv) a prorated  amount of DeFeo's bonus for the calendar  during
          which his termination  occurs,  which bonus shall not be less than the
          product of (A) the annual  bonus paid to DeFeo for the  calendar  year
          preceding the Date of Termination  that has most recently been paid to
          DeFeo and (B) a fraction, the numerator of which is the number of days
          in the current  calendar year through the Date of Termination  and the
          denominator of which is 365;

               (v) any deferred  compensation  under any incentive  compensation
          plan of Terex or any deferred compensation agreement then in effect;

               (vi)  any  other  compensation  or  benefits,  including  without
          limitation  long-term  incentive  compensation  described in Section 5
          above,  benefits under equity grants and awards described in Section 6
          above and employee  benefits under plans described in Section 8 above,
          that have vested  through the Date of  Termination  or to which he may
          then be  entitled  in  accordance  with the  applicable  terms of each
          grant, award or plan; and



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               (vi)  reimbursement  in  accordance  with  Section 7 above of any
          business  expenses  incurred by DeFeo through the Date of  Termination
          but not yet paid to him.

          (b)  Termination  due to Death.  In the event that DeFeo's  employment
     terminates due to his death, his Beneficiary shall be entitled, in addition
     to the compensation and benefits specified in Section 9(a), to:

               (i) his Base  Salary,  at the rate in  effect  on the date of his
          death, through the end of the month in which his death occurs, and

               (ii) an annual bonus under Terex's Annual Incentive  Compensation
          Plan  prorated to the date of death,  plus any  discretionary  payment
          that may be  awarded,  for the year in which his death  occurs,  which
          bonus shall not be less than the product of (A) the annual  bonus paid
          to DeFeo for the calendar year preceding the Date of Termination  that
          has most recently been paid to DeFeo and (B) a fraction, the numerator
          of which is the number of days in the current  calendar  year  through
          the date of termination and the denominator of which is 365.

          (c)  Termination  due  to  Disability.   In  the  event  that  DeFeo's
     employment  terminates due to  Disability,  as determined by Terex based on
     competent medical advice, he or his Beneficiary,  as the case may be, shall
     be entitled,  in addition to the  compensation  and  benefits  specified in
     Section  9(a),  to  an  annual  bonus  under   Terex's   Annual   Incentive
     Compensation   Plan  prorated  to  the  Date  of   Termination,   plus  any
     discretionary  payment  that may be  awarded,  for the  year in  which  his
     termination  due to Disability  occurs,  which bonus shall not be less than
     the  product of (A) the annual  bonus paid to DeFeo for the  calendar  year
     preceding the Date of Termination that has most recently been paid to DeFeo
     and (B) a  fraction,  the  numerator  of which is the number of days in the
     current  calendar year through the date of termination  and the denominator
     of which is 365.

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          (d)  Termination  by  Terex  for  Cause.  In the  event  that  DeFeo's
     employment is  terminated by Terex for Cause,  he shall be entitled only to
     the  compensation and benefits  specified in Section 9(a).

     Notwithstanding the foregoing, termination for Cause may not occur pursuant
     to clauses (ii), (iii),  (iv), (v) or (vi) of Section 1(f) above unless and
     until, with the Board's prior approval, Terex has delivered to DeFeo Notice
     of  Termination,  which  shall  contain  in  reasonable  detail  the  facts
     purporting to constitute such nonperformance,  act, omission or breach, and
     afforded  him 30 days  thereafter  to cure the same  and/or to  respond  in
     writing to the Board setting forth his position  that his  termination  for
     Cause  should not occur and  requesting  reconsideration  by the Board,  in
     which event (x) the effective date of  termination  of employment  shall be
     deferred until the Board has had the  opportunity to consider  whether such
     nonperformance,  act, omission or breach has been cured and to consider any
     request by DeFeo for  reconsideration,  and (y) the Board shall  thereafter
     cause a  written  notice to be  delivered  on its  behalf to DeFeo  stating
     either that it has rescinded its determination that his employment is to be
     terminated for Cause or that affirms its determination  that his employment
     is to be  terminated  for  Cause and that  contains  an  effective  date of
     termination  of  employment,  which shall be not earlier than 15 days after
     such notice is given. Section 1(n)(i) to the contrary notwithstanding, upon
     delivery to DeFeo of Notice of Termination  under this Section 9(d),  DeFeo
     shall be suspended  from all duties and  responsibilities  unless and until
     the  Board  rescinds  its  determination  that  his  employment  is  to  be
     terminated for Cause.

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          (e) Termination by Terex Without Cause or by DeFeo for Good Reason.

               (i) Terex shall provide DeFeo 30 days' Notice of  Termination  of
          his employment  without Cause, and DeFeo shall provide 30 days' Notice
          of Termination of his employment for Good Reason.

               (ii) In the event of termination  by Terex of DeFeo's  employment
          without Cause or of  termination  by DeFeo of his  employment for Good
          Reason,  he shall be  entitled,  in addition to the  compensation  and
          benefits specified in Section 9(a), to:

                    (A) two  times  his  Base  Salary,  at the  rate  in  effect
               immediately before such termination,

                    (B) two times the average of his annual  earned  bonuses for
               the two calendar  years in the Term  preceding  the year in which
               the Term ends,

                    (C) continuing coverage under the life, disability, accident
               and health insurance  programs for Terex employees  generally and
               under any supplemental  programs  covering Terex  executives,  as
               from time to time in effect,  for the  two-year  period from such
               termination  or until DeFeo  becomes  eligible for  substantially
               similar  coverage  under  the  employee  welfare  plans  of a new
               employer,  whichever occurs earlier,  provided that DeFeo's right
               to  elect  continued   medical  coverage  after   termination  of
               employment  under  Part 6 of Title I of the  Employee  Retirement
               Income  Security  Act  of  1974,  as  amended,  shall  be  deemed
               satisfied by the coverage provided in this clause (C),

                    (D)  immediate  and  unconditional  vesting of the  unvested
               stock options and stock grants  previously  awarded to DeFeo and,
               for the one-year period  following either such  termination,  the
               right  to  exercise  any  stock  options  held by him;  provided,
               however,  that any unvested  "performance"  stock options,  stock
               grants,  long-term incentive awards or other similar awards shall
               not  vest  unless  their  specified  performance  objectives  are
               achieved  prior  to the  Date of  Termination  and  otherwise  as
               provided in the relevant plan documents, and

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                    (E) continuation of all other benefits in effect on the Date
               of  Termination  (including,   without  limitation,   automobile,
               country club,  vacation and pension benefits,  if applicable) for
               the two (2) years  period  following  such  termination  or until
               DeFeo becomes eligible for substantially  similar benefits from a
               new employer.

               (iii) The payments specified in Section 9(e)(ii)(A) and (B) shall
          be made by Terex to DeFeo as follows:

                    (A) 50 percent of the amounts  due shall be paid  ratably in
               cash over the 12 months following the Date of Termination, and

                    (B) the  remaining 50 percent of these amounts shall be paid
               in a cash lump sum at the  beginning of the 13th month  following
               the Date of Termination.

               (iv) DeFeo's  right to terminate his  employment  for Good Reason
          shall not be  affected  by his  incapacity  due to  physical or mental
          illness. DeFeo's continued employment shall not constitute consent to,
          or  a  waiver  of  rights  with   respect  to,  any  act  or  omission
          constituting Good Reason.

          (f)  Voluntary  Termination  by  DeFeo.  DeFeo  shall  have the  right
     voluntarily  to terminate his  employment  in accordance  with Section 1(k)
     above.  If he does so, he shall be entitled  only to the  compensation  and
     benefits specified in Section 9(a).

          (g)  Termination  by Terex  Without  Cause or by DeFeo for Good Reason
     Following  a Change in  Control.  In the event of  termination  of  DeFeo's
     employment  within 24 months  following  a Change in  Control  (i) by Terex
     without  Cause or (ii) by DeFeo for Good Reason,  he shall be entitled,  in
     addition to the compensation and benefits specified in Section 9(a), to the
     amounts specified in Section 9(e)(ii) (A) and (B), payable to him in a cash


                                       15
<PAGE>

     lump sum on the Date of Termination, and to the additional rights specified
     in Section 9(e)(ii)(C),  (D) and (E). In addition,  DeFeo shall be entitled
     to immediate and unconditional vesting of any unvested  "performance" stock
     options,  stock grants,  long-term  incentive  awards  (including,  without
     limitation,  units issued to DeFeo and outstanding under the 1999 Long Term
     Incentive Plan for their maximum cumulative value) or other similar awards

          (h) Terex's  Election Not to Extend the  Agreement.  In the event that
     Terex does not extend this  Agreement  or enter into a new  employment  and
     compensation  agreement,  commencing  at the end of the  Term,  on terms at
     least as  favorable  as those set forth in this  Agreement,  DeFeo shall be
     entitled, in addition to the compensation and benefits specified in Section
     9(a), to the amounts  specified in Section  9(e)(ii)(A) and (B), payable to
     him  as  provided  in  Section  9(e)(iii),  and to  the  additional  rights
     specified in Section 9(e)(ii)(C), (D) and (E).

          (i) DeFeo's  Election Not to Extend the  Agreement.  In the event that
     DeFeo does not accept an offer by Terex to extend this  Agreement  or enter
     into a new  employment  and  compensation  agreement  on  terms at least as
     favorable as those set forth in this Agreement commencing at the end of the
     Term, he shall be deemed to have  terminated his employment  voluntarily as
     of the end of the Term and shall be entitled only to the  compensation  and
     benefits specified in Section 9(a).

          (j) Cessation of Payments. If, during or after the Term, DeFeo commits
     a breach of Section 10 or  Section  11 below,  Terex  shall have no further
     obligation  to make payments to him under this  Agreement  except as may be
     required in accordance with Section 9(a).

                                       16
<PAGE>

          (k)  Notice  Requirements.   Any  purported   termination  of  DeFeo's
     employment  that  is  not  effected   pursuant  to  Notice  of  Termination
     satisfying the  requirements of Sections 1(k) and 1(o) and Section 25 shall
     not be effective for purposes of this Agreement.

     10. EXCISE TAX GROSS-UP.

          (a)  Notwithstanding  anything in this  Agreement  to the contrary and
     except as set forth  below,  in the event it shall be  determined  that any
     payment or distribution by Terex or its affiliates to or for the benefit of
     DeFeo (whether paid or payable or distributed or distributable  pursuant to
     the terms of this Agreement or otherwise,  but determined without regard to
     any additional payments required under this Section 10) (a "Payment") would
     be subject to the  excise  tax  imposed by Section  4999 of the Code or any
     interest or penalties are incurred by DeFeo with respect to such excise tax
     (such  excise tax,  together  with any such  interest  and  penalties,  are
     hereinafter collectively referred to as the "Excise Tax"), then DeFeo shall
     be entitled to receive an additional  payment (a "Gross-Up  Payment") in an
     amount  such  that  after  payment  by DeFeo of all  taxes  (including  any
     interest or  penalties  imposed  with  respect to such  taxes),  including,
     without  limitation,  any income  taxes  (and any  interest  and  penalties
     imposed  with  respect  thereto)  and Excise Tax imposed  upon the Gross-Up
     Payment,  DeFeo  retains  an amount of the  Gross-Up  Payment  equal to the
     Excise Tax imposed upon the Payments.  Notwithstanding the foregoing, if it
     shall be determined that DeFeo is entitled to a Gross-Up Payment,  but that
     the  Payments  do not exceed  105% of the  greatest  amount  (the  "Reduced
     Amount")  that  could be paid to DeFeo such that the  receipt  of  Payments
     would not give rise to any Excise Tax,  then no Gross-Up  Payment  shall be
     made to DeFeo and the Payments,  in the aggregate,  shall be reduced to the
     Reduced Amount.

                                       17
<PAGE>

          (b)  Subject  to  the   provisions   of  Section   10(c)  below,   all
     determinations required to be made under this Section 10, including whether
     and when a Gross-Up  Payment is  required  and the amount of such  Gross-Up
     Payment   and  the   assumptions   to  be  utilized  in  arriving  at  such
     determination,  shall be made by  PricewaterhouseCoopers  LLP or such other
     nationally recognized certified public accounting firm as may be designated
     by DeFeo (the "Accounting  Firm") which shall provide  detailed  supporting
     calculations both to Terex and DeFeo  simultaneously  with any event giving
     rise to a Gross-Up  Payment.  All fees and expenses of the Accounting  Firm
     shall be borne  solely  by  Terex.  Any  Gross-Up  Payment,  as  determined
     pursuant to this Section 10, shall be paid by Terex to DeFeo simultaneously
     with any event giving rise to a Gross-Up  Payment.  Absent  manifest error,
     any  determination  by the Accounting  Firm shall be binding upon Terex and
     DeFeo. As a result of the uncertainty in the application of Section 4999 of
     the Code at the time of the initial  determination  by the Accounting  Firm
     hereunder,  it is possible that Gross-Up  Payments which will not have been
     made by Terex should have been made  ("Underpayment"),  consistent with the
     calculations  required  to be  made  hereunder.  In the  event  that  Terex
     exhausts its remedies  pursuant to Section  10(c) and DeFeo  thereafter  is
     required to make a payment of any Excise  Tax,  the  Accounting  Firm shall
     determine  the amount of the  Underpayment  that has  occurred and any such
     Underpayment  (including  any  interest  and  penalties  thereon)  shall be
     promptly paid by Terex to or for the benefit of DeFeo.

          (c) DeFeo shall  notify  Terex in writing of any claim by the Internal
     Revenue Service that, if successful,  would require the payment by Terex of
     the Gross-Up Payment or the Underpayment.  Such notification shall be given
     as soon as practicable but no later than ten (10) business days after DeFeo
     is informed in writing of such claim and shall  apprise Terex of the nature
     of such  claim and the date on which such  claim is  requested  to be paid.


                                       18
<PAGE>

     DeFeo shall not pay such claim prior to the  expiration  of the thirty (30)
     day period  following  the date on which he gives such  notice to Terex (or
     such  shorter  period  ending on the date that any  payment  of taxes  with
     respect to such claim is due). If Terex  notifies DeFeo in writing prior to
     the expiration of such period that it desires to contest such claim,  DeFeo
     shall:

               (i) provide Terex any information  reasonably  requested by Terex
          relating to such claim,

               (ii) take such action in connection with contesting such claim as
          Terex  shall  reasonably   request  in  writing  from  time  to  time,
          including,  without  limitation,  accepting legal  representation with
          respect to such claim by an attorney reasonably selected by Terex,

               (iii) cooperate with Terex in good faith in order  effectively to
          contest such claim, and

               (iv) permit Terex to participate in any  proceedings  relating to
          such claim; provided,  however, that Terex shall bear and pay directly
          all costs and expenses  (including  additional interest and penalties)
          incurred in connection  with such contest and shall indemnify and hold
          DeFeo harmless,  on an after-tax  basis,  for any Excise Tax or income
          tax (including interest and penalties with respect thereto) imposed as
          a result of such  representation  and  payment of costs and  expenses.
          Without limitation on the foregoing  provisions of this Section 10(c),
          Terex shall  control all  proceedings  taken in  connection  with such
          contest  and,  at its sole  option,  may  pursue  or forgo any and all
          administrative appeals, proceedings, hearings and conferences with the
          taxing authority in respect of such claim and may, at its sole option,
          either  direct  DeFeo to pay the tax  claimed  and sue for a refund or


                                       19
<PAGE>

          contest  the claim in any  permissible  manner,  and  DeFeo  agrees to
          prosecute such contest to a  determination  before any  administrative
          tribunal,  in a  court  of  initial  jurisdiction  and in one or  more
          appellate courts, as Terex shall determine; provided, however, that if
          Terex  directs  DeFeo to pay such  claim and sue for a  refund,  Terex
          shall  pay  the  amount  of  such  payment  to  DeFeo,  along  with an
          additional  Gross-Up  Payment,  and  shall  indemnify  and hold  DeFeo
          harmless,  on an  after-tax  basis,  from any Excise Tax or income tax
          (including  interest or penalties with respect  thereto)  imposed with
          respect to such  payment or with  respect to any  imputed  income with
          respect to such  payment;  and further  provided that any extension of
          the  statute  of  limitations  relating  to  payment  of taxes for the
          taxable year of DeFeo with respect to which such  contested  amount is
          claimed  to be  due  is  limited  solely  to  such  contested  amount.
          Furthermore, Terex's control of the contest shall be limited to issues
          with respect to which a Gross-Up  Payment  would be payable  hereunder
          and DeFeo shall be entitled to settle or contest,  as the case may be,
          any other issue  raised by the Internal  Revenue  Service or any other
          taxing authority.

          (d) If,  after the  receipt  by DeFeo of an amount  advanced  by Terex
     pursuant to Section  10(c),  DeFeo receives any refund with respect to such
     claim,  DeFeo shall (subject to Terex's  complying with the requirements of
     Section  10(c))  promptly pay to Terex the amount of such refund  (together
     with any interest paid or credited thereon after taxes applicable thereto).

     11. CONFIDENTIAL INFORMATION.

          (a) Acknowledgments. DeFeo acknowledges that:

               (i) As a result of his employment with Terex,  DeFeo has obtained
          and will obtain secret and  confidential  information  concerning  the
          business of Terex and its Affiliates,  including,  without limitation,
          the  identity  of  customers  and  sources of supply,  their needs and
          requirements,  the  nature  and extent of  contracts  with  them,  and
          related cost, price and sales information.

                                       20
<PAGE>

               (ii) Terex and its  Affiliates  will  suffer  damage that will be
          difficult to compute if, during the Term or  thereafter,  DeFeo should
          divulge secret and confidential  information  relating to the business
          of Terex heretofore or hereafter  acquired by him in the course of his
          employment with Terex or any of its Affiliates.

               (iii)  The  provisions  of this  Section  11 are  reasonable  and
          necessary  for  the  protection  of the  business  of  Terex  and  its
          Affiliates.

          (b)  Confidential  Information.  DeFeo  agrees that he will not at any
     time,  either during the Term of Employment or  thereafter,  divulge to any
     person,  firm or  corporation  any  information  obtained or learned by him
     during the course of his  employment  with Terex or any of its  Affiliates,
     with regard to the  operational,  financial,  business or other  affairs of
     Terex or its Affiliates,  their officers and directors,  including, without
     limitation,  trade "know how," secrets,  customer lists, sources of supply,
     pricing policies, operational methods or technical processes, except

               (i) in the course of performing his duties hereunder,

               (ii) with Terex's express written consent,

               (iii) to the extent  that any such  information  is in the public
          domain,  is ascertainable  from public or published  information or is
          known to any person who is not subject to a  contractual  or fiduciary
          obligation  owed to Terex not to disclose  such  information,  in each
          case  other  than  as a  result  of  DeFeo's  breach  of  any  of  his
          obligations hereunder, or

               (iv) when  required to be disclosed  by court order,  subpoena or
          other government process.

               In the event  that DeFeo  shall be  required  to make  disclosure
          pursuant to the  provisions of clause (iv) of the preceding  sentence,
          he shall  promptly,  but in no event more than 48 hours after learning
          of such court order,  subpoena,  or other government  process,  notify
          Terex,  by  personal  delivery  or by  facsimile,  confirmed  by mail.
          Further, at Terex's written request and expense, DeFeo shall

                                       21
<PAGE>

               (i) take all  reasonably  necessary  steps  requested by Terex to
          defend against the enforcement of such court order,  subpoena or other
          government process, and;

               (ii) permit Terex to intervene  and  participate  with counsel of
          its choice in any proceeding relating to the enforcement thereof.

          (c)  Return  of  Documents  and  Property.  Upon  termination  of  his
     employment  with  Terex,  or at any time Terex may so  request,  DeFeo will
     promptly deliver to Terex all files,  memoranda,  notes, records,  reports,
     manuals,  data,  drawings,  blueprints and other  documents and information
     (and all copies  thereof)  relating  to the  business  of Terex  and/or its
     Affiliates,  and all property  associated  therewith,  that are then in his
     possession or under his control.

          (d) Remedies and Sanctions.  In the event that DeFeo is found to be in
     violation  of Section  11(b) or (c),  Terex  shall be entitled to relief as
     provided in Section 13 below.

     12. NONCOMPETITION/NONSOLICITATION.

          (a) Acknowledgments. DeFeo acknowledges that:

               (i) Terex and its  Affiliates  will  suffer  damage  that will be
          difficult to compute if, during the Term or  thereafter,  DeFeo should
          enter a competitive business.

               (ii)  The  provisions  of  this  Section  12 are  reasonable  and
          necessary  for  the  protection  of the  business  of  Terex  and  its
          Affiliates.

          (b)  Noncompetition  and  Nonsolicitation.  During the Covenant Period
     (which  shall  extend  for 18 months  after the  Term,  unless  the date of
     termination  is  within  twenty-four  (24)  months  following  a Change  in
     Control,  in which event the  Covenant  Period shall extend for a period of
     twenty-four  (24) months from the date of termination)  DeFeo,  without the
     prior written permission of Terex, shall not, directly or indirectly:

                                       22
<PAGE>

               (i)  enter  into the  employ  of or render  any  services  to any
          person,  firm or corporation engaged in any business that derives more
          than  5  percent   of  its  gross   sales  from   products   that  are
          interchangeable  with or  substitutable  for a product  sold by one or
          more of the  businesses  conducted  by Terex or any of its  Affiliates
          when the Term ends (a "Competitive Business"),

               (ii) engage in any Competitive Business for his own account,

               (iii) become  associated  with or interested  in any  Competitive
          Business as an individual,  partner, shareholder,  creditor, director,
          officer, principal, agent, employee, trustee,  consultant,  advisor or
          in any other relationship or capacity,

               (iv)  employ or  retain,  or have or cause  any  other  person or
          entity to employ or retain, any person who was employed or retained by
          Terex or any of its Affiliates while DeFeo was employed by Terex, or

               (v) solicit,  endeavor to entice away from or knowingly interfere
          with Terex or any of its Affiliates,  any of its or their customers or
          sources of supply.

                 Notwithstanding,  the  foregoing,  nothing  in this  Agreement
shall preclude DeFeo from investing his personal assets in the securities of any
corporation or other business  entity that is engaged in a Competitive  Business
if  such  securities  are  traded  on  a  national  stock  exchange  or  in  the
over-the-counter   market  and  if  such  investment  does  not  result  in  his
beneficially  owning, at any time, more than five percent of the publicly-traded
equity securities of such competitor.

                                       23
<PAGE>

          (c) Remedies and Sanctions.  In the event that DeFeo is found to be in
     violation of Section  12(b),  Terex shall be entitled to relief as provided
     in Section 13 below.

     13. INJUNCTIVE RELIEF.

          (a) If DeFeo commits a breach, or threatens to commit a breach, of any
     of the provisions of Section 11 or 12 above, Terex shall have the right and
     remedy  to seek to  have  the  provisions  of this  Agreement  specifically
     enforced by any court having equity jurisdiction, it being acknowledged and
     agreed by DeFeo that the services being rendered  hereunder to Terex are of
     a special,  unique and extraordinary  character and that any such breach or
     threatened breach will cause irreparable  injury to Terex and that monetary
     damages  will not  provide  an  adequate  remedy to Terex.  The  rights and
     remedies enumerated in this Section 13(a) shall be independent of the other
     and shall be severally  enforceable,  and such rights and remedies shall be
     in addition to, and not in lieu of, any other damages,  rights and remedies
     available to Terex under law or equity.

          (b) If DeFeo shall violate any covenant  contained in this Section 13,
     the Covenant Period shall automatically  extend for 13 months from the date
     on which DeFeo  permanently  ceases such  violation or, if later,  from the
     date of entry  by a court of  competent  jurisdiction  of a final  order or
     judgment enforcing such covenant.

          (c) If any  provision of this  Section 13 is held to be  unenforceable
     because of the scope,  duration or area of its applicability,  the tribunal
     making  such  determination  shall  have the  power to modify  such  scope,
     duration,  or area, or all of them,  and any such  provision  shall then be
     applicable in such modified form.

                                       24
<PAGE>

     14. OUTPLACEMENT SERVICES.

                  In the event of the termination of DeFeo's  employment after a
Change in Control or without  Cause or for Good  Reason or Terex does not extend
this Agreement or enter into a new employment  and  compensation  agreement with
DeFeo, in each case as provided for in this Agreement, Terex agrees, at its sole
cost and expense, to provide DeFeo with outplacement services for a period of at
least  twelve (12) months  following  the date of  termination.  Terex and DeFeo
shall use their good faith efforts to locate a provider, and determine the scope
of, outplacement  services which is reasonably acceptable to both parties taking
into account the status of DeFeo as a senior executive officer.

     15. WITHHOLDING TAXES.

                  All payments to DeFeo or his  Beneficiary  shall be subject to
withholding on account of federal,  state and local taxes as required by law. If
any payment under this Agreement is  insufficient  to provide the amount of such
taxes required to be withheld, Terex may withhold such taxes from any subsequent
payment due DeFeo or his  Beneficiary.  In the event that all  payments  due are
insufficient to provide the required amount of such withholding  taxes, DeFeo or
his Beneficiary,  within five days after written notice from Terex, shall pay to
Terex the amount of such withholding taxes in excess of the payments due.

     16. INDEMNIFICATION AND LIABILITY INSURANCE.

                  Nothing herein is intended to limit Terex's indemnification of
DeFeo,  and  Terex  shall  indemnify  him to the  fullest  extent  permitted  by
applicable law consistent with Terex's  Certificate of Incorporation and By-Laws
as in  effect  on the date of this  Agreement,  with  respect  to any  action or
failure to act on his part while he is (x) an  officer,  director or employee of
Terex or any  Subsidiary  or Affiliate or (y) a director or officer of any trade
association or business  enterprise that is not a subsidiary or Affiliate and in
which capacity his service is at Terex's request.  To the extent that directors'
and officers' liability insurance is obtainable on commercially  economic terms,
Terex shall  cause  DeFeo to be  covered,  during the Term and after the Term in


                                       25
<PAGE>

respect  of claims  arising  from any such  service  during  the  Term,  by such
insurance on terms no less favorable than the directors' and officers' liability
insurance  maintained  by Terex as in  effect on the date of this  Agreement  in
terms of coverage,  limits and  reimbursement  of defense  costs.  In any period
during which such insurance coverage is not obtainable on commercially  economic
terms, Terex shall cause DeFeo to be covered by as much of such insurance as may
be obtained for the largest  premium paid by Terex for such an insurance  policy
in effect during the Term.

     17. ASSIGNABILITY, SUCCESSORS, BINDING AGREEMENT.

          (a) In addition to any  obligations  imposed by law upon any successor
     to  Terex,  Terex  will use its best  efforts  to  persuade  any  successor
     (whether  direct  or  indirect,  by  purchase,  merger,   consolidation  or
     otherwise)  to all or  substantially  all of the business  and/or assets of
     Terex to expressly  assume and agree to perform this  Agreement in the same
     manner and to the same extent that Terex would be required to perform it if
     no such  succession  had  taken  place.  Failure  of  Terex to use its best
     efforts to obtain such assumption and agreement prior to the  effectiveness
     of any such  succession  shall  be a breach  of this  Agreement  and  shall
     entitle DeFeo to compensation from Terex in the same amount and on the same
     terms as DeFeo would be entitled to hereunder  if he were to terminate  his
     employment  for Good Reason  after a Change in Control,  except  that,  for
     purposes  of  implementing  the  foregoing,  the  date on  which  any  such
     succession becomes effective shall be deemed the Date of Termination.

                                       26
<PAGE>

          (b) This Agreement shall inure to the benefit of and be enforceable by
     DeFeo's  personal  or  legal  representatives,  executors,  administrators,
     successors, heirs, distributees,  devisees and legatees. If DeFeo shall die
     while any  amount  would  still be  payable to him  hereunder  (other  than
     amounts  which,  by  their  terms,  terminate  upon  his  death)  if he had
     continued to live,  all such amounts,  unless  otherwise  provided  herein,
     shall  be paid in  accordance  with  the  terms  of this  Agreement  to the
     executors, personal representatives or administrators of DeFeo's estate.

     18. REPRESENTATIONS.

                  The Parties  respectively  represent  and warrant that each is
fully  authorized  and  empowered  to enter  into  this  Agreement  and that the
performance of its or his obligations,  as the case may be, under this Agreement
will not violate any agreement between such Party and any other person,  firm or
organization.  Terex  represents  and warrants that this Agreement has been duly
authorized  by  all  necessary  corporate  action  and  is  valid,  binding  and
enforceable in accordance with its terms.

     19. ENTIRE AGREEMENT.

                  Except to the extent otherwise provided herein, this Agreement
contains the entire  understanding and agreement between the Parties  concerning
the subject matter hereof and supersedes any prior  agreements,  whether written
or oral,  between the Parties concerning the subject matter hereof. In the event
of a conflict  between this  Agreement and terms of any benefit  plan,  grant or
award,  the  provisions  of this  Agreement  shall govern the  determination  of
DeFeo's rights.  Notwithstanding  the previous sentence,  to the extent that the
provisions of any benefit plan,  grant or award are more favorable to DeFeo than
the provisions of this Agreement,  the provisions of such benefit plan, grant or
award shall govern the determination of DeFeo's rights.

                                       27
<PAGE>

     20. AMENDMENT OR WAIVER.

                 No  provision  in this  Agreement  may be amended  unless such
amendment  is agreed to in writing  and  signed by both DeFeo and an  authorized
officer of Terex.  No waiver by either Party of any breach by the other Party of
any condition or provision  contained in this  Agreement to be performed by such
other Party  shall be deemed a waiver of a similar or  dissimilar  condition  or
provision  at the same or any prior or  subsequent  time.  Any waiver must be in
writing and signed by the Party to be charged with the waiver.

     21. SEVERABILITY.

                  In the event that any  provision or portion of this  Agreement
shall be determined to be valid or unenforceable  for any reason, in whole or in
part, the remaining provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect to the fullest extent permitted by law.

     22. SURVIVAL.

                 The  respective  rights and  obligations  of the Parties under
this Agreement shall survive any termination of DeFeo's employment with Terex.

     23. BENEFICIARIES/REFERENCES.

                DeFeo shall be entitled to select (and  change,  to the extent
permitted  under any applicable law) a beneficiary or  beneficiaries  to receive
any compensation or benefit payable under this Agreement following DeFeo's death
by giving Terex written  notice  thereof.  In the event of DeFeo's death or of a
judicial determination of his incompetence, reference in this Agreement to DeFeo
shall be deemed to refer, as appropriate,  to his  beneficiary,  estate or other
legal representative.

                                       28
<PAGE>

     24. MITIGATION.

                Terex agrees that, if DeFeo's  employment by Terex  terminates
during the Term, DeFeo is not required to seek other employment or to attempt in
any way to reduce any amounts payable to him due under this Agreement.  Further,
the amount of any  payment  shall not be reduced by any  compensation  earned by
DeFeo as the result of employment by another employer,  by retirement  benefits,
by offset against any amount claimed to be owed by DeFeo to Terex, or otherwise.

     25. GOVERNING LAW.

                  This  Agreement   shall  be  governed  by  and  construed  and
interpreted  in accordance  with the laws of the State of  Connecticut,  without
reference to principles of conflict of laws.

     26. RESOLUTION OF DISPUTES.

          (a)  Arbitration.  Except as provided in Section  24(b),  any disputes
     arising under or in  connection  with this  Agreement  shall be resolved by
     arbitration,  to be held in Stamford,  Connecticut,  in accordance with the
     commercial rules and procedures of the American Arbitration Association.

          (b) Litigation.  Notwithstanding  the foregoing,  DeFeo shall have the
     right to waive his rights under Section 24(a) and have any dispute resolved
     by a court of competent jurisdiction.

          (c) Costs.  Except as provided in Sections  10(c),  11(b) and 27, each
     Party shall bear its or his respective  costs,  fees (including  attorneys'
     fees) and expenses of any arbitration or litigation in connection with this
     Agreement.

          (d) Continuation of Payments. Pending the outcome or resolution of any
     dispute  between  the  Parties,  Terex  shall  continue to pay to DeFeo all
     amounts,  and  provide  on his  behalf  all  benefits,  due him under  this
     Agreement.

                                       29
<PAGE>

     27. LEGAL EXPENSES.

                 Terex  agrees  to  pay  the  reasonable  out-of  pocket  legal
expenses  actually  incurred by DeFeo in  connection  with the  negotiation  and
execution of this  Agreement.  Terex agrees to pay all reasonable  out-of-pocket
costs and expenses,  including all reasonable attorneys' fees and disbursements,
actually  incurred by DeFeo in collecting  or enforcing  payments to which he is
ultimately  determined to be entitled  (whether by agreement  among the parties,
court order or  otherwise)  pursuant to this  Agreement in  accordance  with its
terms.

     28. NOTICES.

                  Any notice given to either Party shall be in writing and shall
be deemed to have been  given  when  delivered  either  personally,  by fax,  by
overnight  delivery  service  (such as Federal  Express) or sent by certified or
registered mail, postage prepaid,  return receipt  requested,  duly addressed to
the Party concerned at the address indicated below or to such changed address as
the Party may subsequently give notice of.

If to Terex:
         Terex Corporation
         500 Post Road East
         Westport, CT 06880
         Attention: General Counsel
         Fax: (203) 227-1647

If to DeFeo:
         Ronald M. DeFeo
         45 Beachside Avenue
         Westport, CT 06880
         Fax: (203) 227-8317



                                       30
<PAGE>

     29. HEADINGS.

                  The headings of the sections  contained in this  Agreement are
for convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.

     30. COUNTERPARTS.

                  This Agreement may be executed in counterparts,  each of which
when so executed and delivered shall be an original,  but all such  counterparts
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first written above.
                                                 Terex Corporation


                                                 By: _________________________
                                                        Name:
                                                        Title:


                                                 ---------------------------
                                                           Ronald M. DeFeo

</TEXT>
</DOCUMENT>
