RESTRICTED STOCK UNIT AWARD AGREEMENT

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT is entered into as of March 4, 2008, between Joy Global Inc. (the “Company”) and [ ] (the “Grantee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and the Grantee agree as follows:

Subject to the provisions of this Agreement and the provisions of the Joy Global Inc. 2007 Stock Incentive Plan (as amended from time to time, the “Plan”), the Company hereby grants to the Grantee 1,153 restricted stock units (the “Restricted Stock Units”) as of

March 4, 2008 (the “Grant Date”). This grant constitutes an “other stock-based award” under Section 8 of the Plan. Capitalized terms not defined in this Agreement have the meanings given to them in the Plan.

1.          Vesting . Subject to the provisions of Paragraph 5(a) of this Agreement, the Restricted Stock Units will vest and become non-forfeitable on the one-year anniversary of the Grant Date.

2.          Restriction Period . The Restriction Period is the time between the Grant Date and the one-year anniversary of the date on which the Grantee’s service on the Board terminates.

3.          No Shareholder Rights Before Settlement . The Grantee shall not be entitled to any rights or privileges of ownership of shares of Common Stock with respect to any Restricted Stock Unit unless and until a share of Common Stock is actually delivered to the Grantee in settlement of such Restricted Stock Unit pursuant to this Agreement.

4.          Dividends . On each payment date with respect to any dividend or distribution to holders of Common Stock with a record date occurring during a Restriction Period, the Grantee will be credited with additional Restricted Stock Units (rounded to the nearest whole unit) having a value equal to the amount of the dividend or distribution that would have been payable with respect to the unvested Restricted Stock Units if they had been actual shares of Common Stock on such record date, based on the Fair Market Value of a share of Common Stock on the applicable payment date. Such additional Restricted Stock Units shall also be credited with additional Restricted Stock Units as further dividends or distributions are declared, and all such additional Restricted Stock Units shall be subject to the same restrictions and conditions as the Restricted Stock Units with respect to which they were credited.

(a)       The Restricted Stock Units shall be forfeited if the service of the Grantee on the Board is terminated for any reason prior to the one-year anniversary of the Grant Date; provided , however , that if the Grantee’s service on the Board terminates by reason of the Grantee’s death or Disability the Restricted Stock Units shall become non-forfeitable and will be settled; provided , further , that if the service of the Grantee on the Board terminates on the date of the Company’s 2009 annual meeting of shareholders,

such service shall be deemed to have continued until the first anniversary of the Grant Date, notwithstanding that such period may actually have been less than 365 calendar days. In the event of Grantee’s death or Disability the Restricted Stock Units shall be settled as soon as practicable after the date of death or Disability. In the event that the Grantee dies before settlement of all of the Grantee’s vested Restricted Stock Units (whether while the Grantee is a member of the Board or after such membership has terminated), all such remaining vested Restricted Stock Units shall be settled by delivery to the Grantee’s beneficiary or beneficiaries (as determined under the Plan), as soon as practicable after the date of such death, of a number of shares of Common Stock equal to the number of such Restricted Stock Units. If, in the event of the Grantee’s death, the Grantee fails to designate a beneficiary, or if the designated beneficiary of the Grantee dies before the Grantee or before the complete payment of the amounts distributable under this Agreement, the amounts to be paid under this Agreement shall be paid to the legal representative or representatives of the estate of the last to die of the Grantee and the beneficiary.

(b)       Unless earlier forfeited or se