between

                                                                    EXHIBIT 10.3

                             SHAREHOLDERS' AGREEMENT

                                     between

                              Bucyrus Holdings GmbH

                                       and

                             HMS Hamburg Trust GmbH

                                      Dated

                                December 16, 2006



                                Table of Contents

Exhibits ...................................................................   3
Definitions ................................................................   4
Preamble ...................................................................   5
1.    Articles of Association ..............................................   6
2.    Corporate Bodies of the Company ......................................   6
3.    Shareholdings in the Company .........................................   6
4.    Shareholders' Meeting ................................................   7
5.    Management Board .....................................................   8
6.    Disposition of Shares in the Company .................................   9
7.    Redemption of Class A Share ..........................................  10
8.    Financing of the Company; Pledges ....................................  11
9.    Right of Inspection ..................................................  12
10.   Profit and Loss Transfer Agreements ..................................  12
11.   Delivery of Confirmations ............................................  12
12.   Forward Purchase .....................................................  13
13.   Voting in DBT, Merger ................................................  13
14.   Term and Termination .................................................  14
15.   Confidentiality and Public Announcements .............................  14
16.   Notices ..............................................................  15
17.   Costs ................................................................  16
18.   Miscellaneous ........................................................  16


                                       2


                                    Exhibits

Exhibit 1             Articles of Association
Exhibit 12            Forward Purchase Agreement
Exhibit 13.1.4        R&D Agreement


                                       3


                                   Definitions

Acquisition Financing .....................................................    9
Agreement .................................................................    6
Articles of Association ...................................................    6
Bucyrus ...................................................................    5
Business Days .............................................................   15
Class A Share .............................................................    6
Class B Share .............................................................    6
Company ...................................................................    5
Compensation ..............................................................   10
DBT .......................................................................    5
Forward Purchase Agreement ................................................   12
Hamburg Trust .............................................................    5
HT Interest ...............................................................    6
Management Board ..........................................................    6
Professor Xx. Xxxxxxx'x Confirmation ......................................   12
Purchaser's Confirmation ..................................................   11
R&D Agreement .............................................................   12
RCI .......................................................................    5
Shareholder ...............................................................    5
Shareholders ..............................................................    5
Shareholders' Meeting .....................................................    6
Social Charter ............................................................    7
SPA .......................................................................    5
Transaction ...............................................................    5
Transferee ................................................................    9


                                       4


                             SHAREHOLDERS' AGREEMENT

                                 By and between

1.          Bucyrus  Holdings  GmbH,  c/o  Rechtsanwalte  Freshfields  Bruckhaus
            Xxxxxxxx, Xxxxxxxxxxxxxx 0, 00000 Xxxxxxxxxx,

                                                                   - "Bucyrus" -

2.          HMS Hamburg Trust GmbH (currently  still operating under the name of
            ,,Ad    acta"    676.     Vermogensverwaltungsgesellschaft     mbH),
            Xxxxxxxxxxx(xxxx)x 0, 00000 Xxxxxxx,

                                                             - "Xxxxxxx Trust" -

           - Bucyrus and Hamburg Trust hereinafter individually, a "Shareholder"
                                          and collectively, the "Shareholders" -

Preamble

A.          WHEREAS,  the Shareholders  established a limited  liability company
            (Gesellschaft  mit  beschrankter  Haftung)  pursuant  to German law,
            registered with the commercial register (Handelsregister) maintained
            at the local court (Amtsgericht) of Dusseldorf,  Germany,  under the
            name DBT Holdings GmbH (the "Company") under registration number HRB
            55323. The Shareholders are the sole shareholders of the Company and
            participate  in the share capital  (Stammkapital)  of the Company as
            follows:

            --------------------------------------------------------------------
                                Nominal amount of share in EUR        Share in %
            --------------------------------------------------------------------
            Bucyrus                                     24,950              49.9
            --------------------------------------------------------------------
            Hamburg Trust                               25,050              50.1
            --------------------------------------------------------------------
            TOTAL                                       50,000               100
            --------------------------------------------------------------------

B.          WHEREAS,  by  virtue  of a  share  purchase  agreement  (the  "SPA")
            between,   inter  alia,  the  Company  and  RAG  Coal  International
            Aktiengesellschaft  ("RCI") the Company  will  acquire all shares in
            DBT GmbH,  a  corporation  organized  under the laws of  Germany  as
            limited  liability company (GmbH) and registered with the commercial
            register  maintained at the local court of Dortmund  under HRB 17120
            ("DBT") from RCI (the "Transaction");


                                       5


C.          WHEREAS,  in  order  to  regulate  their  internal  relationship  as
            shareholders of the Company,  the Shareholders  intend to enter into
            this   shareholders'   agreement   including   its   exhibits   (the
            "Agreement").

Now, therefore, the Parties agree as follows:

1.          Articles of Association

            If any  provisions of the Articles of  Association  (Satzung) of the
            Company (the "Articles of Association") which are attached hereto as
            Exhibit  1  at  any  time  conflict  with  any  provisions  of  this
            Agreement, the provisions of this Agreement shall, as far as legally
            permitted,  prevail and the  Shareholders  shall exercise all rights
            conferred  upon them to procure  the  amendment  of the  Articles of
            Association  to the extent  necessary  to permit the Company and its
            affairs to be administered as provided for in this Agreement.

2.          Corporate Bodies of the Company

2.1         Corporate  Bodies.  The Company shall have the  following  corporate
            bodies:

            2.1.1   the "Shareholders' Meeting" (Gesellschafterversammlung); and

            2.1.2   the "Management Board" (Geschaftsfuhrung).

2.2         Employee  Co-determination.  It is the  Shareholders'  understanding
            that the Company  will not be subject to  employee  co-determination
            (Arbeitnehmermitbestimmung).

3.          Shareholdings in the Company

3.1         Shareholdings. The only shareholders in the Company shall be Bucyrus
            and Hamburg Trust.

3.2         Categories of Shares.  The Articles of Association shall provide for
            two categories of shares in the Company:  The share to be subscribed
            by Hamburg Trust (the "HT  Interest")  shall be qualified as A-class
            share (the "Class A Share"),  the share to be  subscribed by Bucyrus
            shall be qualified as B-class share (the "Class B Share").


                                       6


3.3         Class A Share.  The Class A Share  shall  confer  upon its holder no
            voting  rights and shall not entitle its holder to dividend  rights.
            The participation of the Class A Share in liquidation proceeds shall
            be limited to a maximum amount of EUR  8,000,000.  The Class A Share
            shall confer upon its holder the consent rights described in Section
            4.3 and 8.3 and such  other  rights  attached  to such  share  under
            applicable mandatory law and the Articles of Association.

3.4         Class B Share.  The Class B Share shall  confer upon its holder such
            rights  as if it were the owner of  shares  conferring  100 % of the
            voting rights  subject only to the  limitations  resulting  from the
            stipulations  contained  in  Section  4.3 and  applicable  mandatory
            statutory  laws. The holder of the Class B Share shall have the sole
            right to resolve or to have resolved any  distribution  of dividends
            of DBT or the Company.

4.          Shareholders' Meeting

4.1         Matters for Shareholders' Meeting.  Except as otherwise provided for
            in this Agreement or by applicable  law, the  Shareholders'  Meeting
            shall  determine all matters  concerning the Company,  including but
            not  limited to the matters  listed in ss. 46 of the German  Limited
            Liability  Company Act (Gesetz  betreffend  die  Gesellschaften  mit
            beschrankter  Haftung).  In  particular,  but not  limited  to,  the
            Shareholders' Meeting shall resolve upon the following matters:

            4.1.1    amendments to the Articles of Association;

            4.1.2    establishment  of  and  any  amendments  to  the  Rules  of
                     Procedure for the Management Board (as defined below);

            4.1.3    consent to the annual  financial  statements  (Feststellung
                     des  Jahresabschlusses) and the appropriation of the profit
                     (Gewinnverwendung) of the Company;

            4.1.4    consent to the annual business plan  (Geschaftsplan) of the
                     Company including an operating budget;

            4.1.5    dissolution (Auflosung) of the Company;

            4.1.6    continuation of the dissolved Company;

            4.1.7    consent to the disposition of shares in the Company; and

            4.1.8    acts     under    the     German     Reorganization     Act
                     (Umwandlungsgesetz).

4.2         Voting Right. Subject to Sections 3.3 and 4.3 the Shareholders agree
            to exercise their influence on the Company  exclusively  through the
            Shareholders' Meeting.


                                       7


4.3         Consent  Rights  for Class A Share.  Bucyrus  may not  exercise  its
            voting  right and adopt  resolutions  without  the prior  consent of
            Hamburg Trust with respect to the following matters:

            4.3.1    any action by the  Company  or DBT that  would  result in a
                     breach of or deviation  from the Social Charter (as set out
                     in Section 15.2 of the SPA),  (the "Social  Charter") as in
                     force from time to time.  For the avoidance of doubt,  this
                     Section  4.3.1  shall  include,  without  limitation,   any
                     shareholders' resolutions consenting to acts to be taken by
                     the managing directors of the Company which would result in
                     a breach of or deviation from the Social Charter;

            4.3.2    any  amendments  to  the  Articles  of  Association  of the
                     Company or DBT to the extent such amendments  relate to the
                     Social Charter; and

            4.3.3    any  amendments  to  the  Articles  of  Association  of the
                     Company to the extent that such amendments adversely affect
                     the rights of Hamburg Trust as holder of the Class A Share.

4.4         Majority  Requirements.  Unless otherwise  provided for by mandatory
            law the  Shareholders'  Meeting  shall take all  decisions  with the
            majority of the votes cast.

4.5         Procedures.   To  the  extent   permitted   by  law,   Shareholders'
            resolutions   may  be  passed   without   convening  and  holding  a
            Shareholders'    Meeting   in   writing,    by   facsimile   or   by
            telecommunication  (e.g. by conference call or video  conference) if
            Bucyrus  gives its consent and  approval to such  procedure  and the
            information and participation rights of Hamburg Trust are met.

4.6         Rules and Regulations. Bucyrus as Shareholder with the prior written
            consent by Hamburg  Trust may establish  such rules and  regulations
            for the conduct of the Shareholders' Meetings, as it deems necessary
            or advisable, except insofar as any such rules and regulations would
            be inconsistent  with the provisions of applicable law, the Articles
            of Association or this Agreement.

4.7         Change of Seat.  It is  currently  intended  that the  Shareholders'
            Meeting  will  resolve  in due  course on a change of the  Company's
            registered seat from Dusseldorf to Essen.

5.          Management Board

5.1         Managing  Directors.  The  Management  Board  of the  Company  shall
            consist of [two] managing  directors  (Geschaftsfuhrer)  who in each
            case shall have the power to represent the Company  individually and
            who shall be exempted from the  limitations of ss. 181 of the German
            Civil Code (Burgerliches Gesetzbuch) except as resolved otherwise by
            the  Shareholders'  Meeting.  The managing  directors of the Company
            shall be


                                       8


            appointed  and their  appointment  shall be revoked  exclusively  by
            Bucyrus.  For the  avoidance of doubt,  Hamburg Trust shall not have
            voting rights with regard to the  appointment  or the removal of any
            managing director and to their power to represent the Company.

5.2         Scope of Responsibilities.  The managing directors shall conduct the
            day-to-day  operations  of the Company  and,  notwithstanding  their
            legally  unlimited  authority  to bind  the  Company  towards  third
            parties,  shall  observe  the general  and  individual  instructions
            issued by the Shareholders' Meeting.

6.          Disposition of Shares in the Company

6.1         Transfer Restrictions.  Prior to the closing of the Forward Purchase
            Agreement (as defined below),  the Shareholders  mutually agree that
            neither  Bucyrus  nor  Hamburg  Trust  shall  transfer   (except  as
            otherwise provided  explicitly in this Section 6), the whole or part
            of its respective  shareholding in the Company (or DBT after merger)
            to any third  party.  Bucyrus is entitled  to  transfer  the Class B
            Share in full or in part to any  affiliate  of  Bucyrus  within  the
            meaning of Section 15 of the German Stock  Corporation Act (AktG) if
            such affiliate  undertakes vis-a-vis Hamburg Trust to adhere to this
            Agreement,  assume and comply with any  obligation  of Bucyrus under
            this  Agreement;  Section  7.2 last  sentence  shall  apply  mutatis
            mutandis  with respect to the  obligations  of the  transferee.  The
            Shareholders may not pledge or create an encumbrance  other than (i)
            in the case of Hamburg  Trust for the benefit of Bucyrus  (which may
            be  subordinated  according  to Section 3.4 of the Forward  Purchase
            Agreement)  and (ii) in the case of Bucyrus and Hamburg  Trust under
            the financing made available for the purpose of financing the shares
            in DBT or any refinancing thereof (the "Acquisition Financing") over
            the whole or part of their  shareholdings.  Bucyrus shall  indemnify
            Hamburg Trust for, and shall hold Hamburg Trust  harmless  from, any
            and all  liabilities  that may result from the breach of  applicable
            provisions  regarding  the  maintenance  of the share capital of the
            Company and repayment of any share  capital,  including  pursuant to
            Sections  30, 31 GmbHG if and to the extent  such breach (i) results
            in a benefit of Bucyrus, any affiliate of Bucyrus within the meaning
            of  section  15 of the German  Stock  Corporation  Act (AktG) or any
            third party being  attributed to Bucyrus or any of its affiliates or
            (ii) has been initiated by Bucyrus without Hamburg Trust's consent.

6.2         Change of Control in Company or Hamburg Trust.  If at any time after
            the  Signing  of  the  Transaction  and  until  the  Closing  of the
            Transaction,  (i) the  Class A Share is no  longer  held by  Hamburg
            Trust,  (ii) Professor Xx.  Xxxxxxxx X. Xxxxxxx is no longer able to
            exercise his all rights as  shareholder  of Hamburg  Trust (e.g.  in
            case of legal  incapacity -  Geschaftsunfahigkeit)  or no longer the
            sole  shareholder  of Hamburg Trust or no longer holds the shares in
            Hamburg   Trust  for  his  own  benefit  and  account  free  of  any
            entitlements  or rights of any third  parties  other  than  security
            interests  approved and requested by the Company or (iii)  Professor
            Xx. Xxxxxxxx X. Xxxxxxx is no longer


                                       9


            able to act as  managing  director  of  Hamburg  Trust or not longer
            acting as the sole managing  director of Hamburg  Trust  irrevocably
            appointed until and including the Forward  Purchase Closing Date (as
            defined in the Forward Purchase  Agreement) with no intention of his
            dismissal  or  resignation  or (iv)  Hamburg  Trust has any  further
            operations or assets other than the Class A Share or has any further
            business  purpose other than to hold the Class A Share,  the Company
            is  required  under the SPA to inform  RCI in  writing  about  those
            changes without undue delay. Hamburg Trust undertakes to provide the
            Company this information without undue delay and Bucyrus and Hamburg
            Trust shall instruct the managing directors of the Company to convey
            the information to RCI in accordance with the terms of the SPA.

            Upon  receipt of such  information,  RCI may prior to the Closing of
            the  Transaction  request the sale and transfer of the Class A Share
            to RCI or such third party as RCI and Bucyrus  jointly  designate in
            writing as  acquirer  of the Class A Share (RCI or such third  party
            the "Transferee", Section 7.1.7 SPA). In case any event as described
            in the first sentence of this subpara. of Section 6.2 occurs Bucyrus
            is entitled to demand from  Hamburg  Trust and Hamburg  Trust hereby
            irrevocably  agrees that  Hamburg  Trust shall sell and transfer the
            Class A Share to the  Transferee.  The foregoing is an agreement for
            the  benefit of RCI in the meaning of Sec.  328 BGB (echter  Vertrag
            zugunsten Dritter).

7.          Redemption of Class A Share

7.1         Redemption provision.  The Articles of Association shall provide for
            the  right  of the  Company  to  redeem  the  Class  A  Share.  Such
            redemption  shall only be  possible  with prior  written  consent of
            Hamburg Trust except in the following cases:

            7.1.1    The Class A Share is partly or fully  seized by one or more
                     creditors  of  Hamburg  Trust  other than  Bucyrus  and its
                     affiliated  companies  within the  meaning of ss. 15 German
                     Stock Corporation Act (AktG); or

            7.1.2    Insolvency  or  similar   proceedings   are  instituted  in
                     relation to the assets of Hamburg Trust or the  institution
                     of such  proceedings  is applied  for by  Hamburg  Trust or
                     refused for reason of the lack of assets; or

            7.1.3    Hamburg Trust files a petition for judicial  dissolution of
                     or declares withdrawal from the Company.

            Hamburg  Trust hereby  irrevocably  consents to a redemption  of the
            Class A Share if (i) any of the  Assignment  Conditions set forth in
            Section 5.2 of the Forward Purchase  Agreement is fulfilled and (ii)
            the  Forward  Purchase  Price  according  to  the  Forward  Purchase
            Agreement  has not been paid to Hamburg Trust prior to the execution
            of the redemption  right by a corresponding  written  declaration of
            the Company's managing directors.

7.2         Redemption  compensation.  If and to the extent the Class A Share is
            redeemed  Hamburg  Trust shall be entitled  to a  compensation  (the
            "Compensation") which equals


                                       10


            the  amount  of  the  purchase  price  under  the  Forward  Purchase
            Agreement  (as defined  below).  Bucyrus  herewith  irrevocably  and
            unconditionally   guarantees  within  the  meaning  of  a  guarantee
            pursuant to Section 311 para. 0 XXX xxx-x-xxx Xxxxxxx Trust that the
            Company  will  fulfill its  obligations  under this  Section 7 as if
            Bucyrus were the primary  obligor.  The  guarantee set forth in this
            Section 7.2 is a continuing  guarantee and shall remain in force and
            in fact until the Company has  performed and  discharged  all of its
            respective obligations.

7.3         Execution of redemption  right. If any of the Assignment  Conditions
            set forth in (v) of Section  5.2 of the Forward  Purchase  Agreement
            turns out to be  incorrect  before the  Closing set forth in the SPA
            has been  completed,  the Company shall only exercise the redemption
            right  according  to its Articles of  Association  without the prior
            written  consent of Hamburg  Trust if and when RCI has not exercised
            its rights to request a transfer of the Class A Share  according  to
            Section 7.1.7 of the SPA up to the completion of such Closing.

8.          Financing of the Company; Pledges

8.1         Initial  Financing.  The  Company  shall be  initially  financed  by
            capital   contributions   (Stammeinlagen)  of  the  Shareholders  as
            described in lit. A of the Preamble.

8.2         Subsequent  Financing.   Hamburg  Trust  shall  not  be  obliged  to
            contribute any additional funds to the Company regardless whether as
            equity or debt or under any other instrument.  Bucyurs shall be free
            to decide on how to finance the Company.

8.3         Pledges.  Upon request by Bucyrus,  Hamburg Trust shall cooperate to
            the fullest extent  possible to pledge the Class A Share in relation
            to the  Acquisition  Financing or in case of any  refinancing of the
            Acquisition  Financing  provided,  however,  that any  liability  of
            Hamburg  Trust  under  such  pledge  shall be limited to the Class A
            Share.  In the event any  security  interest  created  hereunder  is
            enforced or affects the execution and completion of the transactions
            contemplated  under the Forward  Purchase  Agreement  (including the
            redemption  of the  Class A Share in lieu of its sale and  transfer)
            Bucyrus shall pay to Hamburg Trust the amount of the purchase  price
            under the Forward Purchase Agreement.


                                       11


9.          Right of Inspection

            Up to 2 authorized  representatives  of each Shareholder  shall have
            the  right to  review  the  books  and  records  of the  Company  in
            accordance  with ss. 51a of the Germany Law  Pertaining to Companies
            with Limited Liability (GmbHG).

10.         Profit and Loss Transfer Agreements

            Hamburg Trust agrees  herewith to the conclusion of (i) a profit and
            loss transfer agreement,  a domination agreement or other enterprise
            agreements  within the meaning of Sections 291 et seq. of the German
            Stock  Corporation  Act (AktG)  between DBT and the Company,  (ii) a
            profit and loss transfer agreement,  a domination agreement or other
            enterprise  agreements within the meaning of Sections 291 et seq. of
            the German  Stock  Corporation  Act (AktG)  between  the Company and
            Bucyrus and (iii) to a change of DBT's  financial  year upon request
            of Bucyrus.

11.         Delivery of Confirmations

11.1        Confirmation  of the Company.  The SPA provides  that at the Closing
            (as defined in the SPA) of the Transaction the Company shall deliver
            to RCI a written  statement  executed  by Hamburg  Trust and Bucyrus
            confirming  that (i) as of the  Closing  the HT  Interest is held by
            Hamburg  Trust  and (ii) that this  Agreement  is in full  force and
            effect until the consummation of the Forward Purchase Execution Date
            (as defined in the Forward Purchase Agreement;  such statement shall
            be referred to as the "Purchaser's Confirmation").  The Shareholders
            agree to duly execute the Purchaser's  Confirmation  and to instruct
            the  managing  directors  of the  Company  to  provide  RCI with the
            Purchaser's Confirmation at the Closing of the Transaction.

11.2        Confirmation of Xxxx. Xxxxxxx.  The SPA provides that at the Closing
            of the  Transaction  RCI  shall  deliver  to the  Company  a written
            statement  executed by  Professor  Xx.  Xxxxxxxx X. Xxxxxxx that (i)
            Professor  Xx.  Xxxxxxxx X. Xxxxxxx (x) is the sole  shareholder  of
            Hamburg Trust,  (y) is able to exercise his rights as shareholder of
            Hamburg  Trust  (which  is, for  example,  not true in case of legal
            incapacity  -  Geschaftsunfahigkeit),  (z) he  personally  holds the
            shares in Hamburg  Trust for his own benefit and account free of any
            third party  entitlements  or rights other than  security  interests
            approved and requested by the Purchaser,  (ii) Prof. Xx. Xxxxxxxx X.
            Xxxxxxx is (x) able to act as managing director of Hamburg Trust and
            (y)  the  sole  managing   director  of  Hamburg  Trust  irrevocably
            appointed until and including the Forward  Purchase Closing Date (as
            defined in the Forward Purchase Agreement) with no intention of his


                                       12


            dismissal or  resignation  and (iii) Hamburg Trust has no operations
            or assets  other than the HT Interest  and has no  business  purpose
            other than to hold the HT Interest  (the  "Professor  Xx.  Xxxxxxx'x
            Confirmation").  Hamburg  Trust  undertakes  to provide RCI with the
            Professor  Xx.  Xxxxxxx'x  Confirmation  in  order to put RCI in the
            position to deliver the Professor Xx. Xxxxxxx'x  Confirmation to the
            Company  at the  Closing of the  Transaction.  The  foregoing  is an
            agreement  for the  benefit of RCI in the  meaning  of Sec.  328 BGB
            (echter Vertrag zugunsten Dritter).

12.         Forward Purchase

            On the date  hereof,  Hamburg  Trust and Bucyrus  enter into a share
            purchase   agreement  by  which  the  Class  A  Share  is  sold  and
            transferred from Hamburg Trust to Bucyrus under conditions specified
            in more  detail  in such  share  purchase  agreement  (the  "Forward
            Purchase  Agreement").  The Forward  Purchase  Agreement is attached
            hereto as Exhibit 12.

13.         Voting in DBT, Merger

13.1        Voting in DBT. The  Shareholders  are in agreement that the managing
            directors  shall exercise  their voting rights in the  shareholders'
            meeting of DBT on behalf of the Company as the sole  shareholder  of
            DBT to ensure the following:

            13.1.1   The  supervisory  board of DBT shall be  composed of twelve
                     individuals,   four  of  which  shall  be  elected  by  the
                     employees  and eight of which shall be nominated by Bucyrus
                     and  elected  by the  Shareholders'  meeting of DBT (one of
                     whom shall initially be Xx. Xxxxxx  Xxxxxxxxxxx  (who shall
                     be  the  initial   chairman),   or  in  the  event  of  his
                     resignation,   removal   or   incapacity,   an   individual
                     designated  by  Bucyrus,  who shall be the  chairman).  The
                     chairman of the supervisory board shall have a casting vote
                     in case of a deadlock.

            13.1.2   The managing  directors of DBT shall be appointed and their
                     appointment shall be revoked  exclusively by Bucyrus and in
                     each case only after prior  consultation  with (but not the
                     consent of) the  chairman  of the  supervisory  board.  The
                     managing  directors  shall  initially  be  Xxxxxxx  X. Xxxx
                     (CEO), Xxxx xx Xxxx (CFO) and Xxxxxxx Xxxxxxx  (HR-Director
                     - Arbeitsdirektor).

            13.1.3   The  provisions of the Social Charter shall be fulfilled by
                     DBT.

            13.1.4   The advisory agreement between DBT and Coal & Minerals GmbH
                     (the "R&D  Agreement") as attached as Exhibit 13.1.4 by DBT
                     shall be fulfilled in accordance with its terms.


                                       13


13.2        Application  of Agreement  after  Merger.  If at any time during the
            term of this Agreement the Company is merged into DBT the agreements
            and  commitments  set forth in this  Agreement  shall apply  mutatis
            mutandis and the Shareholders  undertake to take all necessary steps
            and  actions  to create a similar  shareholders'  agreement  for the
            merged entity.

14.         Term and Termination

14.1        Term and  Termination.  This Agreement shall become valid upon being
            duly notarized. The Agreement shall terminate upon occurrence of the
            earlier of

            (i)   the closing of the Forward Purchase Agreement; or

            (ii)  the  tenth  anniversary  of the  date  of  this  Shareholders'
                  Agreement.

14.2        Survival.  In case of a termination of this Agreement,  for whatever
            reason, the provisions contained in Sections 15, 16, 17 and 18 shall
            survive.

15.         Confidentiality and Public Announcements

15.1        Confidentiality  in relation to DBT Group.  Hamburg Trust shall keep
            the  knowledge  about DBT and its  affiliated  companies  within the
            meaning of Sec.  15 German  Stock  Corporation  Act (AktG) and their
            business operation strictly confidential.

15.2        Confidentiality  in relation to this Agreement and the Parties.  The
            Parties  shall keep the knowledge  obtained in  connection  with the
            negotiations  and  execution of this  Shareholders'  Agreement  with
            respect   to  this   Shareholders'   Agreement,   the   transactions
            contemplated  herein  and  the  other  Party  and  their  Affiliates
            strictly confidential.

15.3        Announcements.  Each of the Parties undertakes that it will not make
            an  announcement  in connection  with this  Shareholders'  Agreement
            unless (i) such  announcement  or other  disclosure  is  required by
            applicable  law,  legal  process or any  applicable  stock  exchange
            (NASDAQ)  rule or  regulation,  or (ii) the timing and content of an
            announcement  or  other  disclosure   regarding  this  Shareholders'
            Agreement has been preceded by the written consent of the respective
            other  Party  (which may be granted or  withheld  in its  reasonable
            discretion).


                                       14


16.         Notices

            All  notices,  declarations  and  other  communications  under  this
            Agreement shall be made in writing unless  notarization or any other
            specific form is required by mandatory law, in the English  language
            and shall be hand delivered, sent by telefax, mail or courier to the
            following  addresses or to such other  recipients or addresses which
            may be notified by one  Shareholder to the other  Shareholder in the
            future in writing:

            Bucyrus:

            Bucyrus Holdings GmbH
            c/o Freshfields Bruckhaus Xxxxxxxx
            Attn. Xx. Xxxxxx Xxxxxxx / Xx. Xxxxxxx Xxxxx
            Xxxxxxxxxxxxxx 0
            00000 Xxxxxxxxxx
            Xxxxxxx
            Telefax-No.: +49 - 211 - 4979 103

            Hamburg Trust:

            HMS Hamburg Trust GmbH
            Xxxxxxxxxxx(xxxx)x 0
            00000 Xxxxxxx
            Telefax-No.: +49 - 40 - 60628 - 111

                  with a copy to:

                  Xxxx Xxxxxxx Xxxxx
                  Attn: Xx. Xxxxx Xxxxxxxx
                  Xx Xxxxxxxxxx 00
                  00000 Xxxxxxx
                  Telefax-No.: +49 - 40 - 8788698 - 40

            RAG Coal International AG:

            RAG Coal International AG


                                       15


            Rechtsabteilung
            Attn. Xx. Xxxxxx Xxxxxxxxx
            Xxxxxxxxxxxxx Xxxx(xxxx)x 0 - 00
            00000 Xxxxx
            Xxxxxxx
            Telefax-No.: +49 - 201 - 177 4039

                  with a copy to:

                  Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
                  Attn: Dr. Xxxxx Xxxxx
                  Xxxx-Xxxxxxxxx-Xxxx 0
                  00000 Xxxxxx
                  Xxxxxxx
                  Telefax-No. +49 - 89 - 24 44 95 300

17.         Costs

            All costs,  including fees, expenses and charges, in connection with
            the preparation,  negotiation and execution of this Agreement or the
            transactions  contemplated therein,  including,  without limitation,
            the fees and expenses of  professional  advisors,  shall be borne by
            the  Shareholder  commissioning  such  costs.  The  fees for (i) the
            notarization  of this  Agreement  and (ii) the  notarization  of any
            other  agreement or document to be executed  under or in  connection
            with this  Agreement  shall be borne  equally by  Hamburg  Trust and
            Bucyrus.

18.         Miscellaneous

18.1        Governing Law. This Agreement  shall be governed by and construed in
            accordance with the laws of the Federal  Republic of Germany without
            regard to principles of conflicts of laws.

18.2        Jurisdiction.  The regional court  (Landgericht) in Essen shall have
            the exclusive jurisdiction for any disputes.

18.3        Entire  Agreement.  This  Agreement  comprises the entire  agreement
            between the  Shareholders  concerning  the subject matter hereof and
            shall supersede and replace all prior oral and written  declarations
            of intention made by the Shareholders in respect thereof.


                                       16


18.4        Exhibits. All exhibits to this Agreement constitute an integral part
            of this Agreement. In the case of a conflict between any exhibit and
            the provisions of this  Agreement,  the provisions of this Agreement
            shall prevail.

18.5        Amendments.  Any amendments to this Agreement (including  amendments
            to this Section 18.5) shall be valid only if made in writing, unless
            notarization is required by applicable law.

18.6        Interpretation.  The  headings in this  Agreement  are  inserted for
            convenience  only and shall not  affect the  interpretation  of this
            Agreement.  Except as set out otherwise, all references to "Section"
            refer to the corresponding Section of this Agreement. All words used
            in this  Agreement  will be construed to be of such gender or number
            as the circumstances  require.  The word "including" shall not limit
            the preceding words or terms.

18.7        German Terms. If provisions in this Agreement  include English terms
            after  which  either  in the same  provision  or  elsewhere  in this
            Agreement  German  terms  have  been  inserted  in  brackets  and/or
            italics,  the respective  German terms alone rather than the English
            terms shall be authoritative for the  interpretation of the relevant
            provisions.

18.8        Days.  "Business Days" (Werktage)  (excluding,  for the avoidance of
            doubt,  Saturdays,  Sundays  and  public  holidays)  shall  be those
            prevailing in Essen/Germany,  Frankfurt am Main/Germany,  London/UK,
            the United States of America and the State of Wisconsin.

18.9        Assignment. Without the written consent of the other Shareholder, no
            Shareholder  shall be entitled to assign any rights or claims  under
            this Agreement.  Notwithstanding the foregoing, (i) each Shareholder
            hereby  consents  to the  assignment  of  any  claims  of the  other
            Shareholder  under this  Agreement to any banks or other  lenders as
            collateral  for any debt incurred by such  Shareholder in connection
            with the Acquisition Financing and (ii) Bucyrus shall be entitled to
            assign this  Agreement or any rights or claims  hereunder in full or
            in part (in case only part of the Class B Share is  assigned)  to an
            affiliate  of Bucyrus in context of a transfer  of the Class B Share
            to such affiliate according to section 6.1 2nd sentence above.

18.10       Set-off and Retention.  No Shareholder  shall be entitled to set-off
            (aufrechnen) against any claims of the other Shareholder under or in
            connection with this Agreement or to exercise any right of retention
            (Zuruckbehaltungsrecht)  except with a claim that is  undisputed  or
            has become res judicata.

18.11       Third  Party  Beneficiaries.  This  Agreement  is made  for the sole
            benefit  of  the  Shareholders,   their  respective  successors  and
            permitted  assigns and except as explicitly  stated otherwise herein
            nothing  contained  herein,  express or  implied,  is intended to or
            shall  confer upon any other  individual  person or legal entity any
            third party benefici-


                                       17


            ary right or any other legal or equitable  right,  benefit or remedy
            of any nature whatsoever under or by reason of this Agreement.

18.12       Partial Invalidity.  In the case that one or more provisions of this
            Agreement shall be invalid or  unenforceable,  this shall not affect
            the  validity and  enforceability  of the other  provisions  of this
            Agreement. In such case the Shareholders agree to recognize and give
            effect to such valid and enforceable  provision or provisions  which
            reflect as closely as  possible  the  commercial  intention  of such
            invalid  or  unenforceable  provision  as  regards  subject  matter,
            amount,  time,  place and extent.  The same shall apply in the event
            that this Agreement contains any omissions (Vertragslucken).

                                    * * * * *


                                       00


                                                 XXX XXXXXXX TRUST GMGH


                                                 By:   /s/ Xx. Xxxxxxx Xxxxx
                                                     ---------------------------
                                                       Xx. Xxxxxxx Xxxxx,
                                                       Attorney-in-Fact


                                                 BUCYRUS HOLDINGS GMBH


                                                 By:   /s/ Xx. Xxxxxx Xxxxxxx
                                                     ---------------------------
                                                       Xx. Xxxxxx Xxxxxxx,
                                                       Attorney-in-Fact


                                       19