0000801898-02-000004 Sample Contracts

STOCK OPTION AGREEMENT
Stock Option Agreement • January 22nd, 2002 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware

THIS AGREEMENT, dated as of the 1st day of November, 2001, between Joy Global, Inc., a Delaware corporation (the "Company"), and __________ (the "Employee").

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PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • January 22nd, 2002 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip)

THIS AGREEMENT, entered into as of August 27, 2001 (the "Agreement Date"), by and between __________________ (the "Participant") and Joy Global Inc. (the "Company");

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 22nd, 2002 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of December 26, 2001 and entered into by and among Joy Global Inc. (formerly known as Harnischfeger Industries, Inc.), a Delaware corporation ("Company"), the financial institutions listed on the signature pages hereof (collectively, the "Lenders"), Bankers Trust Company, as Agent (the "Agent"), Heller Financial, Inc. and Fleet Capital Corporation as Co-Syndication Agents (the "Syndication Agents"), CIT Group/Business Credit as Documentation Agent (the "Documentation Agent" and together with the Agent and the Syndication Agents, the "Agents") and, solely for the purposes of Section 4 hereof, the guarantors listed on the signature pages hereof ("Guarantors") and is made with reference to that certain Credit Agreement dated as of June 29, 2001 (the "Credit Agreement"), by and among Company, Lenders and Agents. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Cre

STOCK OPTION AGREEMENT
Stock Option Agreement • January 22nd, 2002 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware

In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 22nd, 2002 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Wisconsin

THIS CHANGE IN CONTROL AGREEMENT made and entered into as of November 17, 2000 by and between Harnischfeger Industries, Inc., a Delaware corporation (the "Company"), and Michael S. Olsen (the "Participant").

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