Business Combination Agreement between Demag Cranes AGForststrae 1640597 DsseldorfGermany

The Company is a listed German stock corporation (Aktiengesellschaft) with its statutory seat in Düsseldorf, registered in the commercial register of the local court of Düsseldorf under registration number HRB 54517. "Demag Cranes Affiliates" shall mean affiliated enterprises (verbundene Unternehmen) of the Company within the meaning of § 15 German Stock Corporation Act (Aktien-gesetz - "AktG") from time to time. The Company and the Demag Cranes Affiliates are hereinafter also together referred to as "Demag Cranes" or "Demag Cranes Group".

The Bidder is a German stock corporation (Aktiengesellschaft) with its statutory seat in Düsseldorf, Germany, and registered in the commercial register of the local court of Düsseldorf under registration number HRB 64410. The Bidder is an indirect wholly-owned subsidiary of Terex. Terex is a stock corporation incor-porated under the laws of Delaware. "Terex Affiliates" shall mean affiliated enterprises (verbundene Unternehmen) of Terex within the meaning of § 15 AktG from time to time. Terex and the Terex Affiliates (but excluding the Company and any of their subsidiaries from time to time) are hereinafter also together referred to as the "Terex Group".

On 19 May 2011, the Bidder published in accordance with sections 34, 14 para. 2 and 3 of the Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahme-gesetz - "WpÜG") an offer document within the meaning of section 11 WpÜG ("Offer Document") containing its voluntary public takeover offer ("Offer") to all share-hol-ders of Demag Cranes AG ("Company's Shareholders") for the purchase of no-par-value bearer shares of Demag Cranes AG (each "Demag Cranes Share" and collectively "Demag Cranes Shares"), that are not already held by the Bidder, for a cash payment of EUR 41.75 per Demag Cranes Share ("Offer Price"). The acceptance period for the Offer expires on 30 June 2011 at 24.00 hrs. CEST, unless extended. The Offer is conditional, inter alia, upon a minimum acceptance rate of 51% of all Demag Cranes Shares (the Offer and its completion pursuant to the Offer Document, as amended from time to time, the "Transaction"). In the Offer Document, the Bidder has described the following possible structural measures:

Terex and the Bidder would welcome if the management board of the Company (the “Management Board”) and the supervisory board of the Company (the “Supervisory Board”) supported the Offer and the strategic rationale behind it and would recommend that the Company's Shareholders accept the Offer. With a view to such recommendation, the Bidder is considering to increase the Offer Price to EUR 45,50 ("Increased Offer Price") and to specify its commitments to stakeholders of Demag Cranes in this Agreement.

This business combination agreement ("Agreement") sets out the principal terms and the mutual understanding of the Parties with respect to the Transaction as well as certain intentions, commit-ments and obligations of the Bidder and Demag Cranes related to the Transaction and the business operations of Demag Cranes prior and after the consum-mation of the Transaction. In particular, this Agreement addresses issues regar-ding the relationship between Terex and Demag Cranes in view of the fact that, upon consummation of the Transaction, Demag Cranes AG will become a member of the Terex Group.

Independence of Management Board: The Parties agree that the Management Board shall continue to independently conduct the business operations of Demag Cranes according to applicable statutory law and based upon the business strategy currently implemented or further developed in the future by the Management Board. Strategy and execution of the strategy for the Demag Cranes business shall remain the responsibility of the Management Board. This applies to all areas in which Demag Cranes currently conducts business.

Strategy: Terex acknowledges that Demag Cranes pursues a clear and successful strategy, as described, inter alia, in the joint statement of the Management Board and the Supervisory Board on the Offer pursuant to section 27 WpÜG dated 31 May 2011. Based on the publicly available information, Terex fully supports this strategy of Demag Cranes and will support the Company in the implemen-tation of such strategy.

Expertise, Market Access and Resources: Similar to other Terex segments and at similar terms, Terex intends (i) to make the expertise of Terex Group and its market access available to Demag Cranes in order to support the development and expansion of Demag Cranes and (ii) to provide Demag Cranes with its access to the internal resources of Terex and, in such case (ii), if and to the extent the Parties consider such access beneficial for the Demag Cranes business, in particular in the following areas:

Corporate Seat: Terex undertakes to procure that Demag Cranes AG or, as the case may be, the Demag Cranes Operating Segment Board (as described in Section 3.5) maintains its (corporate) seat (Satzungssitz) in Düsseldorf, Germany, and the headquarter functions as set forth in more detail in Sections 3.5 and 3.6.

Listing: Until completion (effectiveness) of a Squeeze-Out, Terex will not cause Demag Cranes AG to cease the listing of the Company's shares at the Frankfurt Stock Exchange on the regulated market (Regulierter Markt).

Brands "Demag" and "Gottwald": Terex supports Demag Cranes in order to capitalize on its successful brands "Demag" and "Gottwald" and further enhance the brand awareness. Terex undertakes to maintain "Demag" and "Gottwald" as independent brands, with the brand "Demag" for industrial cranes and associated services, and the brand "Gottwald" (possibly in form of a combined brand such as “Terex|Gottwald”) for the port equipment business and associated services. Any change of the current brand strategy shall be implemented only with the explicit prior consent of the Management Board.

Sites and Locations: Terex undertakes not to cause the change of the location of the German sites of Demag Cranes AG or any Demag Cranes Affiliate, or the main activities at significant production sites. In particular, and subject only to the centralisation of functions referred to in Section 3.2,

Centralisation of Shared Service Functions and Segment Functions: As part of the Demag Cranes restructuring programme, Demag Cranes centralised the organisational implementation of shared-services functions with inter-group responsibilities. This related particularly to the functions Financial Controlling, Finances and Accounting, Group Accounting, IT, Strategic Purchasing, Human Resources, Corporate Strategy, Corporate Communications & Marketing and Language Services. Based on publicly available information, Terex does not object to the centralisation of those and possibly further shared functions and segment functions in Düsseldorf by Demag Cranes, which shall continue to be implemented irrespective of the Transaction.

Research & Development and Capex: Terex acknowledges that the Demag Cranes business is driven by a very strong technological orientation, manifesting itself in a significant level of R&D spending. Based on publicly available information, Terex supports the Demag Cranes' strategy for expansion with due regard to the Company's status as a member of the Terex Group.

Industrial Leadership: The industrial leadership for the industrial cranes business, the port technology business as well as the services business shall vest with the Demag Cranes Operating Segment Board (as defined in Section 3.5) and continue to be headquartered in Düssel-dorf/Benrath. Due to Demag Cranes unique know-how and expertise in the services business, the Parties intend to complement the Demag Cranes services business by additional similar functions currently held by other Terex segments.

    Organisation Structure: In order to reflect the industrial leadership as set forth in Section 3.4, it is the Parties' intention that Demag Cranes is operated as a separate and independent operating segment similar to Terex' current Cranes, Construction, Aerial Work Platforms and Material Processing segments and that the Management Board shall continue to have at least the same areas of responsibility for the Demag Cranes business as currently held by the senior management of other Terex segments, and that this responsibility shall vest with a corresponding Demag Cranes Operating Segment Board (such Demag Cranes Operating Segment Board shall be the Management Board).

the members of the Demag Cranes Operating Segment Board shall, to the extent permissible under German law, cooperate to ensure compliance of Terex with its requirements as a US-listed company; and

upon effectiveness of the Domination Agreement, the areas of responsibilities shall be in line with the structure of responsibilities within the Terex Group.

Public Company related Costs: For the avoidance of doubt, only and exclusively the follo-wing headquarter / central / shared services functions, which Terex considers as public company related costs, shall be discontinued:

Workforce and Workforce Regulation: Terex acknowledges that the dedicated workforce of Demag Cranes AG and the Demag Cranes Affiliates is the foundation of the current and future success of Demag Cranes. Terex expressly views the Transaction as an opportunity for growth for Demag Cranes' workforce and other stakeholders and not as an acquisition which is directed towards cost reductions to the detriment of the Demag Cranes workforce. Conversely, Terex acknowledges that the success of the Transaction - and in particular the continued business success of Demag Cranes - depends on the creativity of the Demag Cranes workforce and their potential for innovation, both of which heavily rely on the competence and commitment of the employees of Demag Cranes.

Reduction of Workforce: Terex acknowledges that Terex and Demag Cranes have complementary businesses with virtually no overlap. Against this background, other than the functions referred to in Section 3.6, Terex undertakes not to cause Demag Cranes to reduce the current workforce of Demag Cranes AG and/or any Demag Cranes Affiliate in Germany as a direct result of the Transaction and does not anticipate any termination for enforced redundancies (betriebsbedingte Kündigung) of employees of Demag Cranes AG or any Demag Cranes Affiliate as a direct result of the Transaction.

Management and Employees Retention / Incentive Schemes: In the event that the Demag Cranes Shares cease to be listed on the Frankfurt Stock Exchange, any participant in the Matching Stock Program of Demag Cranes AG shall be entitled, consistent with past practice without a takeover offer, to receive from Demag Cranes AG for each phantom share held by him or her a cash payment in the amount equal to the difference between the base price (Basispreis) and the average unweighted closing price on the XETRA-trading platform during the last 60 trading days immediately prior to the effectiveness of the delisting (Ausübungskurs).

Financing: Until the effectiveness of a Domination Agreement, the financing of Demag Cranes shall remain independent from Terex, and Terex intends not to initiate a change of the current stand-alone financing strategy of Demag Cranes.

Dividend Policy: Until the effectiveness of a Domination Agreement, Terex undertakes not to cause Demag Cranes to change the existing dividend policy (Dividendenpraxis) of Demag Cranes AG, which provides that the payment of dividends or other distributions on or in respect of the share capital of Demag Cranes AG in respect of any financial year shall, in the aggregate, not exceed 50 % of the operating net income after tax of the Demag Cranes Group (calculated in accordance with the principles applied when calculating operating net income after tax of the Demag Cranes Group for purposes of the Original Financial Statements, as defined in the Facility Agreement) for that financial year.

Recommendation by the Management Board: At the time of the execution of this Agreement, the Management Board supports the Transaction based on the considerations set out in this Agreement. Therefore, the Management Board will confirm in its reasoned opinion statement pursuant to section 27 WpÜG, which it will not amend or withdraw as long as the Recommendation Requirements are met, that it

Recommendation Requirements: The obligation to render the Recommendation Statement is subject to the following requirements:

Third Party Offer: If a third party launches, or publishes its intention to launch within the meaning of section 10 para. 1 WpÜG, an offer for all Demag Cranes Shares ("Third Party Offer"), the Management Board shall be entitled to withdraw its Recommendation Statement and/or recommend such Third Party Offer to the Company's Shareholders, provided that

Superior Terex Offer: If Terex amends the Amended Offer as set forth above under Section 7.3 (b), thus transforming it into a "Superior Bidder Offer", all provisions herein, in particular the obligations of the Parties that relate to the Amended Offer, shall, from the date of such transformation, relate to the Superior Bidder Offer in lieu of the Amended Offer.

Support Conditions: Any obligations of the Management Board under this Agreement shall only exist if and to the extent such obligations comply with and do not infringe any provisions of applicable law, in particular any obligations of the members of the Management Board to observe their duty of care and fiduciary duty towards the Company, including their obligations under sections 14, 27 and 33 WpÜG and under sections 76 and 93 AktG.

The Company hereby undertakes, to the extent permitted by law, that it will refrain from the date hereof until expiry of the additional acceptance period (weitere Annahmefrist) from initiating any measures or steps that could jeopardize the success of the Offer. In particular, the Company undertakes, to the extent permitted by law, that it will refrain from, to the extent this could jeopardize the success of the Offer:

Until completion of the Offer, the Company undertakes not to, and shall procure that no company of the Demag Cranes Group shall, increase, directly or indirectly, the compensation of any employees or management board members of any company of the Demag Cranes Group, except as provided in Section 3.6 or otherwise consistent with past practice, unless legally required.

In the event that the Company is contacted by third parties considering making a Third Party Offer, the Company hereby undertakes, to the extent permitted by law, to advise the Bidder, without undue delay, of the name of such third party or third parties as well as the content of any such (considered) Third Party Offer and any further developments in this regard.

The Company undertakes to provide all information and documents requested by the respective merger control authorities with respect to the merger control filings and proceedings. For the avoidance of doubt, this undertaking shall not include an undertaking by the Company to dispose of any assets.

The Company confirms, and Terex and the Bidder acknowledge, that Aloysius Rauen intends to accept the Amended Offer with respect to all Demag Cranes Shares held by him at the end of the acceptance period of the Offer.

Fixed Term:

Termination: This Agreement may be terminated with immediate effect by giving notice thereof to the other Party,

Good Cause: The right to terminate this agreement for good cause (aus wichtigem Grund) shall remain unaffected. Good cause shall exist where the terminating party, taking into account all circumstances of the specific case and weighing the interests of all Parties, cannot reasonably be expected (unzumutbar) to continue the contractual relationship through the balance of the agreed term (section 314 para. 1 sentence 1 of the German Civil Code (Bürgerliches Gesetzbuch - "BGB").

Other Press Releases: In the event each Party intends to issue a press release in connection with this Agreement or the transactions contemplated hereby, the Parties shall coordinate such press releases with respect to their content and their timing. For the avoidance of doubt, there shall be no obligation to coordinate with the other Party any press release if such press release is in line with the wording agreed upon in accordance with Section 11.1.

Undertakings: For the avoidance of doubt, any undertakings of the Bidder and/or Terex pursuant to this Agreement shall not be construed as containing any financial commitment to Demag Cranes.

No third-party rights: For the avoidance of doubt, this Agreement shall only grant rights to the Parties (other than the Members of the Management Board) and shall not constitute a contract for the benefit of third parties (Vertrag zu Gunsten Dritter) or a contract with protective effect for third parties (Vertrag mit Schutzwirkung für Dritte).

Notices: All notices, requests and other communications hereunder shall be made in writing in the English language and delivered by hand, by courier, by telefax or by email (provided that receipt of the telefax or email is promptly confirmed by telefax or email) to the person at the address set forth below, or such other person or address as may be designated by the respective Party to the other Party in the same manner:

Entire Agreement: This Agreement (including all Exhibits hereto) contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto. There are no written or oral supplements to this Agreement, neither among all nor some of the Parties.

Amendments: Any amendment, supplementation or suspension of this Agreement, including of this provision, shall be valid only if made in writing, except where a stricter form (e.g. notarization) is required under applicable law. Any conduct of the Parties in conflict with the provisions of this Agreement shall not result in a modification of this Agreement and the failure of any Party at any time to require performance of any provisions hereof shall in no manner affect such Party's right to enforce such provisions at a later time. The same applies for modifications of or amendments to this provision.

Assignment: Except as expressly set forth in this Agreement, no Party may assign any of its rights or obligations under this Agreement without the consent of all other Parties.

Language: This Agreement is written in the English language. Terms to which a German translation has been added shall be interpreted throughout this Agreement in the meaning assigned to them by the German translation.

Costs and Expenses: All costs and expenses incurred by the Parties in connection with the negotiation and conclusion of this Agreement will be borne by the individual Party concerned.

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. Any dispute arising in connection with this Agreement and its annexes or their validity shall be finally adjudicated by the ordinary courts. Venue for all disputes under this Agreement shall to the extent legally possible be Düsseldorf.

Interpretation and Definitions:

The Exhibits to this Agreement are an integral part of this Agreement and any reference to this Agreement includes this Agreement and the Exhibits as a whole.

The headings of the sections and subsections in this Agreement are for convenience purposes only and shall not affect the interpretation of any of the provisions hereof.

Terms to which German translation has been added shall be interpreted as having the meaning assigned to them by the German translation.

Words such as "hereof", "herein" or "hereunder" refer (unless otherwise required by the context) to this Agreement as a whole and not to a specific provision of this Agreement. The term "including" shall mean "including, without limitation".

Terms defined in the singular have a comparable meaning when used in the plural, and vice versa.

Any obligation undertaken by Terex shall include the obligation that Terex shall procure that any Terex Affiliate or any other persons acting jointly with Terex within the meaning of section 2 para. 5 WpÜG shall act accordingly.

Severability: Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become invalid or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be substituted by a suitable and equitable provision which, to the extent legally permissible, comes as close as possible to the intent and purpose of the invalid or unenforceable provision. The same shall apply: (i) if the Parties have, unintentionally, failed to address a certain matter in this Agreement (Regelungslücke); in this case a suitable and equitable provision shall be deemed to have been agreed upon which comes as close as possible to what the Parties, in the light of the