PROXY

                                 CMI CORPORATION
                       FOR SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD ____________, 2001

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoints Thane Swisher and Jim D. Holland, or
either of them, as proxies, each with full power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of Voting Class A Common Stock and Voting Common Stock of CMI Corporation
held of record by the undersigned on __________ __, 2001 at the Special Meeting
of Shareholders to be held on __________ __, 2001 or any adjournment thereof.

         1. Approval of the Agreement and Plan of Merger, dated June 27, 2001,
among CMI Corporation, Terex Corporation and a Wholly-Owned Subsidiary of Terex
Corporation.

            /_/ For          /_/ Against      /_/ Abstain


         2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting or any adjournment
thereof.

         THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE APPROVAL OF THE PROPOSAL
SET FORTH IN PARAGRAPH 1 ABOVE AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS OF
CMI CORPORATION DATED AUGUST ___, 2001 HERETOFORE RECEIVED BY THE UNDERSIGNED,
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. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO VOTE THEREOF.

         The undersigned hereby acknowledges receipt of the notice of special
meeting of shareholders and the accompanying proxy statement/prospectus and
hereby expressly revokes any and all proxies heretofore given or executed by him
with respect to the shares represented by the proxy.

         Please sign exactly as name appears on stock certificate. When shares
are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership or limited liability company, please sign in the name
of the legal entity by authorized person.




         Dated this ____ day of _____________________, 2001.


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                                          Signature

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                                          Signature

(Please sign, date and return promptly using the enclosed envelope.)