TERMINATION AND RELEASE AGREEMENT

TERMINATION AND RELEASE AGREEMENT

AGREEMENT (the “Agreement”) by and between Joy Global Inc. (the “Company”) and Donald C. Roof (the “Executive”).

WHEREAS, the Executive has been employed as Executive Vice President of the Company; and

WHEREAS, by mutual agreement between the parties hereto, effective June 15, 2007 (the “Termination Date”), the Executive’s employment with the Company terminates.

NOW, THEREFORE, the Company and the Executive, in consideration of the covenants herein set forth, agree as follows:

The Executive’s employment is hereby terminated by the Company effective as of the Termination Date. The Executive hereby resigns, effective as of the Termination Date, from all positions the Executive may currently hold as an officer, member or director of any of the Company’s subsidiaries or Affiliates. (For purposes of this Agreement, “Affiliate” shall mean a corporation or other entity controlled by, controlling or under common control with the Company.) The Executive shall sign and deliver to the Company such other documents as may be reasonably requested by the Company to effect or reflect such resignations.

Regardless of whether the Executive signs this Agreement,

(a)             The Company shall pay to the Executive his current base monthly salary in equal semi-monthly installments through June 15, 2007, subject to required tax and other statutory withholding.

(b)            The Executive acknowledges and agrees that nine (9) days of the Executive’s vacation have been earned and are unused as of the Termination Date. The Executive shall be paid for such unused vacation days, less required tax and other statutory withholding, in the form of a payroll check no later than the next regular pay date following the execution of this agreement.

(c)             The Company will reimburse the Executive for any unreimbursed reasonable business expenses incurred by the Executive prior to the Termination Date, pursuant to the Company’s reimbursement policies, following the Executive’s presentation of an expense report to the Company.

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In exchange for signing this Agreement, if the revocation period described in Section 8(b) has expired with no revocation occurring, and provided that the Executive is not in breach of any of his obligations under this Agreement, the Parties agree to the following consideration and payments:

(a)            Subject to required tax and other statutory withholding, the Company shall pay the Executive a prorated bonus payment equal to the product of (A) the Executive’s most recent salary of $436,800 per year, (B) the Executive’s bonus target percentage for Fiscal Year 2007 of 60%, (C) the bonus payout percentage applied to the Company’s executive officers for Fiscal Year 2007 as determined by the Human Resources and Nominating Committee (and, if the payout percentages are not identical for all executive officers employed, the median payout percentage so determined) and (D) 63.2% (representing the percentage of Fiscal Year 2007 for which the Executive was employed by the Company, based on calendar days elapsed). This bonus payment will be made at the same time as Fiscal Year 2007 bonuses are paid to the Company’s executive officers.

(b)          The Company will allow the Executive to retain the laptop computer currently in his possession, it being understood that the Company may borrow the laptop following the Termination Date for the purpose of deleting all confidential Company information, and it being further understood that the Company will have no further responsibility with respect to maintenance and operation of such laptop.

(a)             The Executive hereby reaffirms his obligations under the Company’s Worldwide Business Conduct Policy, the Stock Option Agreements, Performance Share Agreements and Restricted Stock Unit Agreements to which he is a party, and the Employee Proprietary Rights and Confidentiality Agreement.

(b)            The Executive shall keep the contents of this Agreement confidential except as required by law, provided that the Executive may disclose this Agreement to his accountants, attorneys, and immediate family members.

(a)           The Executive retains all rights existing as of the Termination Date under the terms of the Joy Global Inc. 2003 Stock Incentive Plan, the Nonqualified Stock Option Agreements dated January 21, 2004, November 15, 2004 and November 14, 2005 executed by the Executive, the Performance Share Agreements dated November 15, 2004 and November 14, 2005 executed by the Executive, and any other equity agreements executed by the Executive and in effect, as those rights may be established or modified by the Executive’s termination of employment. For purposes of the Nonqualified Stock Option Agreements and Performance Share Agreements, the Executive’s termination of employment is an involuntary termination “without cause”.

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(b)            Subject to the Executive’s payment of required taxes and other statutory withholding, the Company will make distributions to the Executive in respect of his deferred stock units in accordance with its usual practices. The timing and manner of such distributions shall be based on the Corporation’s good faith determination of the requirements of Section 409A of the Interna