Corporate Governance Guidelines have been adopted by the Board of Directors of Terex Corporation to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company. These Guidelines reflect the Board.s commitment to monitor the effectiveness of policy and decision making both at the Board and management level, with a view to achieving strategic objectives of the Company while enhancing shareholder value over the long term. These Guidelines should be interpreted in the context of all applicable laws, including the Delaware General Corporation Law and the Articles of Incorporation and By-laws of the Company. The Guidelines are intended to serve as a flexible framework within which the Board may conduct its business and not as a set of legally binding obligations. The Guidelines are subject to modification from time to time by the Board as the Board may deem appropriate in the best interests of the Company or as required by applicable laws and regulations.