NONCOMPETITION, CONFIDENTIALITY AND
INTELLECTUAL PROPERTY AGREEMENT

        In consideration of my employment with Bucyrus International, Inc., a Delaware corporation, or any of its subsidiaries, affiliates or divisions and its successors and assigns (the “Company”), and in further consideration of the compensation to be paid to me by the Company, I agree to the following terms and conditions:

1.     Nondisclosure of Confidential Information. During my employment with the Company, I have obtained or will obtain information or access to information regarding the Company. Such information may include, but is not limited to, customer lists, customer purchasing histories and plans, costs, budgets, acquisition strategies, policies, procedures, methods of operation, pricing, marketing plans, financial information, vendor sources, vendor identities and capabilities, manufacturing processes, research, field performance reports, machine and component histories, repair and failure frequencies and occurrences, engineering data, designs and drawings, design standards, contemplated or new product developments, computer software and programs, trade secrets, and other data, as well as information which the Company receives from a third party and holds in confidence (collectively, “Confidential Information”). Confidential Information may be oral or written and may reside in works which I have originated or will originate, as well as that which otherwise has come or will come into my possession or knowledge.

        I agree that I will treat all matters relating to the business and activities of the Company as confidential and I will not at any time during or following my employment with the Company, directly or indirectly, disclose to any person or entity, or use, any Confidential Information except in the normal course of my duties as an employee of the Company or as otherwise required by law or legal process.

        This prohibition does not apply to Confidential Information after it has become generally known (other than as a result of my violation of this Section 1). This prohibition also does not prohibit my use of my general skills and knowledge acquired during and prior to my employment by the Company, as long as such use does not involve the use or disclosure of Confidential Information.

2.     Noncompetition. While employed and for an eighteen (18) month period beginning on the effective date of the termination of my employment with the Company (the “Date of Termination”), I will not, except upon prior written permission signed by an authorized officer of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any company in competition with the Company or any of its affiliates or with any corporation or entity controlled by, controlling or under common control with any such company. Notwithstanding the foregoing, I may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.

3.     Nonsolicitation. While employed and for a two-year (2) period beginning on the Date of Termination, I will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its affiliates or employ any person employed by the Company or any of its affiliates, nor will I, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its affiliates or be involved in any way in the hiring process of any person known by me (after reasonable inquiry) to be employed at the time by the Company or any of its affiliates.

4.     Ownership of Materials and Return. All books, records, papers, notes,