JOY GLOBAL INC
RESTRICTED STOCK UNIT AWARD AGREEMENT
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<DESCRIPTION>RESTRICTED STOCK UNIT AWARD AGREEMENT
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<p align=right><b>EXHIBIT 10(f)</b></p>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>JOY GLOBAL INC. </FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>2003 Stock Incentive
Plan <BR>Restricted Stock Unit
Award Agreement </FONT></H1>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Employee: </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Grant Date:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                        January 21, 2004 </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Number Of Restricted <BR>Stock
Units: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
RESTRICTED STOCK UNIT AGREEMENT (the &#147;Agreement&#148;), dated as of January 21, 2004,
is between Joy Global Inc., a Delaware corporation (the &#147;Company&#148;) and ________
(the &#147;Employee&#148;). 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
Employee agree as follows: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the provisions of this Agreement and the provisions of the Joy Global Inc. 2003 Stock
Incentive Plan (the &#147;Plan&#148;), the Company hereby grants to the Employee the
number of restricted stock units shown above (the &#147;Restricted Stock Units&#148;) as
of January 21, 2004 (the &#147;Grant Date&#148;). Each Restricted Stock Unit constitutes
an &#147;other stock-based award&#148; under Section 8 of the Plan with respect to one
share of Common Stock. Capitalized terms used and not defined in this Agreement have the
meanings given to them in the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Vesting</U>. Subject to the provisions of Section 5(a) of this Agreement, the
          Restricted Stock Units will vest, become non-forfeitable and be settled as
          follows: one-third on the three-year anniversary of the Grant Date (with
          fractional units rounded up to the next whole unit); one-third on the four-year
          anniversary of the Grant Date (with fractional units rounded up to the next
          whole unit); and the remainder on the five-year anniversary of the Grant Date. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Restriction Period</U>. The Restriction Period with respect to the Restricted
          Stock Units is the time between the Grant Date and the date the respective
          Restricted Stock Units vest. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Rights as Shareholder</U>. The Employee shall not be entitled to any
          privileges of ownership of shares of Common Stock with respect to these
          Restricted Stock Units unless and until shares of Common Stock are actually
          delivered to the Employee pursuant to this Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Dividends</U>. The Employee will be credited with additional Restricted Stock
          Units (rounded to the nearest whole unit) having a value equal to any regular
          quarterly dividends with record dates that occur during the Restriction Period
          for each Restricted Stock Unit that would have been paid with respect to such
          Restricted Stock Unit if it had been an actual share of Common Stock, based on
          the Fair Market Value of a share of Common Stock on the applicable dividend
          payment date. Such additional Restricted Stock Units shall also be credited with
          additional Restricted Stock Units as dividends are declared, and shall be
          subject to the same restrictions and conditions as the Restricted Stock Units
          with respect to which they were credited. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Forfeiture and Settlement of Units</U>. </FONT></P>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Upon Employee&#146;s Termination of Employment for any reason, any Restricted
               Stock Units that had not become non-forfeitable prior to the date of
               Employee&#146;s Termination of Employment shall be forfeited; <U>provided</U>,
               <U>however</U>, that if the Employee&#146;s Termination of Employment is by
               reason of the Employee&#146;s death or Disability the Restricted Stock Units
               shall become non-forfeitable and will be settled as of the date of such
               Termination of Employment; and <U>provided further that</U> if the
               Employee&#146;s Termination of Employment is by reason of Retirement the
               Committee shall have the discretion to determine at or before the date of such
               Retirement that any Restricted Stock Units that had not become non-forfeitable
               prior to the date of Employee&#146;s Termination of Employment due to Retirement
               shall continue to vest, become non-forfeitable and be settled in accordance with
               the schedule in Paragraph 1 of this Agreement. In the event of Employee&#146;s
               death or Disability the Restricted Stock Units shall be settled as soon as
               practicable after the date of death or Disability. If, in the event of the
               Employee&#146;s death, the Employee fails to designate a beneficiary, or if the
               designated beneficiary of the Employee dies before the Employee dies 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
               Employee and the beneficiary. </FONT></P></TD>
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<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless
earlier forfeited or settled pursuant to Section 5(a) of this Agreement,
          Restricted Stock Units shall be settled at the end of the Restricted Period.
          Each Restricted Stock Unit settled pursuant to this Section 5 shall be settled
          by delivery of one share of Common Stock. Any fractional Restricted Stock Units
          shall be rounded to the nearest whole number.  </FONT></P></TD>
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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Change of Control and Corporate Events</U>. Notwithstanding any other
          provision of this Agreement, in the event of a Change of Control, all
          outstanding Restricted Stock Units held by the Employee on the effective date of
          the Change of Control, whether or not then vested, shall be settled as soon as
          practicable after the Change of Control by payment to the Employee of an amount
          in cash equal to the Fair Market Value of a share of Common Stock on the date of
          the Change of Control times the number of such Restricted Stock Units. In the
          event of any change of capitalization or other event described in Section 3.c.
          of the Plan, the Restricted Stock Units shall be adjusted pursuant to the terms
          of such Section 3.c. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Transferability</U>. Restricted Stock Units granted under this Agreement are
          not transferable by Employee, whether voluntarily or involuntarily, by operation
          of law or otherwise, during the Restriction Period, except as provided in the
          Plan. Any assignment, pledge, transfer or other disposition, voluntary or
          involuntary, of these Restricted Stock Units made, or any attachment, execution,
          garnishment, or lien issued against or placed upon the Restricted Stock Units,
          shall be void. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Administration</U>.
This Agreement and the rights of Employee hereunder are           subject to all the
terms and conditions of the Plan, as the same may be amended           from time to time,
as well as to such rules and regulations as the Committee may           adopt for
administration of the Plan. It is expressly understood that the           Committee is
authorized to administer, construe, and make all determinations           necessary or
appropriate to the administration of the Plan and this Agreement,           all of which
shall be binding upon Employee.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Taxes
and Withholdings</U>. No later than the date of settlement of the           Restricted
Stock Units granted hereunder, the Employee shall pay to the Company           or make
arrangements satisfactory to the Committee regarding payment of any           federal,
state or local taxes of any kind required by law to be withheld upon           the
settlement of the Restricted Stock Units and the Company shall, to the           extent
permitted or required by law, have the right to deduct from any payment           of any
kind otherwise due to the Employee federal, state and local taxes of any           kind
required by law to be withheld upon the settlement of the Restricted Stock
          Units.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Confidential
Information; Noncompetition; Nonsolicitation</U>.  </FONT></P>

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<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee
shall hold in a fiduciary capacity for the benefit of the Company all           secret or
confidential information, knowledge or data relating to the Company or           any of
its Affiliates and their respective businesses that Employee obtains           during
Employee&#146;s employment by the Company or any of its Affiliates and           that is
not public knowledge (other than as a result of the Employee&#146;s           violation
of this Paragraph 10(a)) (&#147;Confidential Information&#148;).           Employee
acknowledges that the Confidential Information is highly sensitive and
          proprietary and includes, without limitation: product design information,
          product specifications and tolerances, manufacturing processes and methods,
          information regarding new product or new feature development, information
          regarding how to satisfy particular customer needs, expectations and
          applications, information regarding strategic or tactical planning, information
          regarding pending or planned competitive bids, information regarding costs,
          margins, and methods of estimating, and information regarding key employees.
          Employee shall not communicate, divulge or disseminate Confidential Information
          at any time during or after Employee&#146;s employment with the Company, except
          with the prior written consent of the Company or as otherwise required by law
or           legal process. All computer software, business cards, telephone lists,
customer           lists, price lists, contract forms, catalogs, records, files and
know-how           acquired while an employee of the Company are acknowledged to be the
property of           the Company and shall not be duplicated, removed from the Company&#146;s
          possession or premises or made use of other than in pursuit of the
          Company&#146;s business or as may otherwise be required by law or any legal
          process, and, upon Termination of Employment for any reason, Employee shall
          deliver to the Company, without further demands, all such items and any copies
          thereof which are then in his or her possession or under his or her control.
          Nothing in this Agreement is intended to limit the Company&#146;s or its
          Affiliates&#146; rights with respect to trade secrets.  </FONT></P></TD>
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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Employee acknowledges that his or her employment may place him or her in a
               position of contact and trust with customers of the Company or its Affiliates,
               and that in the course of employment Employee may be given access to and asked
               to maintain and develop relationships with such customers. Employee acknowledges
               that such relationships are of substantial value to the Company and its
               Affiliates and that it is reasonable for the Company to seek to prevent Employee
               from giving competitors unfair access to such relationships. </FONT></P></TD>
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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               For a two year period beginning on the Termination of Employment date, Employee
               will not, except upon prior written permission signed by the President or an
               Executive Vice President of the Company, consult with or advise or, directly or
               indirectly, as owner, partner, officer or employee, engage in business with any
               of the companies set forth on Exhibit 1 or with any corporation or entity
               controlled by, controlling or under common control with any such company.
               Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the
               foregoing, Employee 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. </FONT></P></TD>
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<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
a two year period beginning on the Termination of Employment date, Employee
          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 (other than any personal assistant hired to work directly for the
          Employee) employed by the Company or any of its Affiliates, nor will Employee,
          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 Employee (after reasonable inquiry)
to be           employed at the time by the Company or any of its Affiliates.  </FONT></P></TD>
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<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event of a breach of Employee&#146;s covenants under this Paragraph 10,           the
Restricted Stock Units shall immediately be forfeited as of such breach and           it
is understood and agreed that the Company shall be entitled to injunctive
          relief, as well as any other legal or equitable remedies. Employee acknowledges
          and agrees that the covenants, obligations and agreements of the Employee in
          Paragraph 10(a), (b), (c) and (d) of this Agreement relate to special, unique
          and extraordinary matters and that a violation of any of the terms of such
          covenants, obligations or agreements will cause the Company irreparable injury
          for which adequate remedies are not available at law. Therefore, Employee
agrees           that the Company shall be entitled to an injunction, restraining order
or such           other equitable relief (without the requirement to post bond) as a
court of           competent jurisdiction may deem necessary or appropriate to restrain
Employee           from committing any violation of such covenants, obligations or
agreements.           These injunctive remedies are cumulative and in addition to any
other rights and           remedies that the Company may have. The Company and Employee
hereby irrevocably           submit to the exclusive jurisdiction of the courts of
Wisconsin and the Federal           courts of the United States of America, located in
Milwaukee, Wisconsin, in           respect of all disputes involving Confidential
Information, trade secrets or the           violation of the provisions of this Paragraph
10 and the interpretation and           enforcement of Paragraphs 10(a), (b), (c), (d)
and (e), and the parties hereto           hereby irrevocably agree that (i) the sole and
exclusive appropriate venue for           any suit or proceeding relating to such matters
shall be in such a court, (ii)           all claims with respect to any such matters
shall be heard and determined           exclusively in such court, (iii) such court shall
have exclusive jurisdiction           over the person of such parties and over the
subject matter of any such dispute,           and (iv) each hereby waives any and all
objections and defenses based on forum,           venue or personal or subject matter
jurisdiction as they may relate to any suit           or proceeding brought before such a
court in accordance with the provisions of           this Paragraph 10(e).  </FONT></P></TD>
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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Notices</U>. All notices and other communications under this Agreement shall
          be in writing and shall be given by hand delivery to the other party or by
          facsimile, overnight courier, or registered or certified mail, return receipt
          requested, postage prepaid, addressed as follows: </FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
to the Employee:</FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to
the Company:</FONT></P>

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<TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Joy
Global Inc. <BR>100 East Wisconsin Avenue<BR> Suite 2780<BR> Milwaukee, WI 53202 <BR>Attention: Corporate
Secretary <BR>Fax: 414-319-8520 </FONT></TD>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>or to such other address or facsimile
number as any party shall have furnished to the other in writing in accordance with this
Paragraph 11. Notice and communications shall be effective when actually received by the
addressee. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>         Effect
of Agreement</U>. Except as otherwise provided hereunder, this Agreement           shall
be binding upon and shall inure to the benefit of any successor or           successors
of the Company, and to any transferee or successor of the Employee           pursuant to
Paragraph 7.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>         Laws
Applicable to Construction</U>. The interpretation, performance and           enforcement
of this Agreement shall be governed by the laws of the State of           Delaware
without reference to principles of conflict of laws, as applied to           contracts
executed in and performed wholly within the State of Delaware.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>        Severability</U>.
The invalidity or enforceability of any provision of this           Agreement shall not
affect the validity or enforceability of any other provision           of this Agreement.  </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Conflicts and Interpretation</U>. In the event of any conflict between this
          Agreement and the Plan, the Plan shall control. In the event of any ambiguity in
          this Agreement, any term which is not defined in this Agreement, or any matters
          as to which this Agreement is silent, the Plan shall govern including, without
          limitation, the provisions thereof pursuant to which the Committee has the
          power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind
          rules and regulations relating to the Plan, and (c) make all other
          determinations deemed necessary or advisable for the administration of the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Headings</U>. The headings of paragraphs herein are included solely for
          convenience of reference and shall not affect the meaning or interpretation of
          any of the provisions of this Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Amendment</U>. This Agreement may not be modified, amended or waived except
          by an instrument in writing signed by both parties hereto. The waiver by either
          party of compliance with any provision of this Agreement shall not operate or be
          construed as a waiver of any other provision of this Agreement, or of any
          subsequent breach by such party of a provision of this Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;18. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;        <U>            Counterparts</U>.
This Agreement may be executed in counterparts, which together                     shall
constitute one and the same original.  </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Miscellaneous</U>. </FONT></P>

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<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall not confer upon Employee any right to continue as an           employee
of the Company or its subsidiaries, nor shall this Agreement interfere           in any
way with the right of the Company or its subsidiaries to terminate the
          employment of Employee at any time.  </FONT></P></TD>
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<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agrement shall be subject to all applicable laws, rules and regulations and           to
such approvals by any governmental agencies or national securities exchanges           as
may be required.  </FONT></P></TD>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement
to be executed on its behalf by a duly authorized officer and the Employee has hereunto
set the Employee&#146;s hand. </FONT></P>


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