EXHIBIT 10.17 


COMPLETE AND
PERMANENT RELEASE AND RETIREMENT AGREEMENT


          WHEREAS,
Frank P. Bruno (“Mr. Bruno”) has worked for Bucyrus International, Inc. (“the
Company”) pursuant to a December 1, 1997 Employment Agreement (the “Employment
Agreement”); and


          WHEREAS,
there is a question as to whether Mr. Bruno’s termination is for cause, which
the Company is willing to forego as a part of this agreement; and


          WHEREAS,
the Company has notified Mr. Bruno, pursuant to paragraph 4(b) of the
Employment Agreement, that his employment is being terminated without cause;
and


          WHEREAS,
Mr. Bruno wishes to submit his resignation and retire from employment with the
Company pursuant to the terms of this Complete And Permanent Release And Retirement
Agreement (the “Retirement Agreement”);


         WHEREAS,
it is the desire of the parties, in the interest of avoiding further
proceedings with respect to their relationship, to compromise and to finally,
fully and completely terminate that relationship in its entirety;


          NOW,
THEREFORE, in consideration of the provisions of this Retirement Agreement, Mr.
Bruno and the Company do mutually agree and do hereby compromise and finally,
fully and completely settle all of these matters as follows:


          1.
Mr. Bruno acknowledges that he has been notified of his termination, and he
desires to resign and retire from the Company instead.









          2. Upon
the execution of this Retirement Agreement and its return to the Company in final
form, and expiration of the revocation period set forth in paragraph 8(F)
below, the Company will provide Mr. Bruno with the following payments and
benefits: 


	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  A payment
  to Mr. Bruno of his one year of severance pay under paragraph 5 of the Employment
  Agreement, in the gross amount of $193,200.00 less required withholding,
  in a lump sum payment in lieu of payment pursuant to the Company’s
  normal payroll periods;

  
	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Reimbursement
  of Mr. Bruno’s health insurance premium payments, on the same basis as if he
  remained actively employed, through October 30, 2007, conditioned upon a
  valid COBRA election submitted by Mr. Bruno; and

  
	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  A payment
  to Mr. Bruno in the amount of $15,000.00 less required withholding, in lieu
  of the outplacement services described in the Employment Agreement.

  



All other
payments, benefits and insurance coverages and contributions to the Company’s
pension, 401(k) and other benefit plans on behalf of Mr. Bruno will cease as of
October 15, 2006, and as of that date, Mr. Bruno shall have all of his
preexisting rights, if any, with respect to such benefit programs. October 15,
2006 shall be deemed the qualifying event for health insurance continuation
purposes under state and federal law. None of the payments under this Retirement
Agreement shall be taken into account as compensation under any Company
welfare, pension, profit sharing plan or similar program that bases benefits in
whole or in part on compensation received from the Company, nor shall Mr. Bruno
accrue vacation, sick pay, or other similar benefits during the period of these
severance payments. The foregoing payments constitute all of the Company’s
obligations under this Retirement Agreement.


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          3. Mr. Bruno acknowledges that his last day of work will be October 15, 2006 (the
“termination date”) and that his employment with the Company irrevocably
terminates by this Retirement Agreement as of that date, with no right of
reemployment. Mr. Bruno shall retain all rights which have fully vested as of
his termination date in any Company pension or benefit plan, but he shall not
continue to accrue or vest in any benefits in such plans following his
termination date.


          4. Mr. Bruno agrees that he will not apply for or seek employment with the Company
or any of its parent corporations, affiliates, predecessors, successors and/or
subsidiaries, at any time. 


          5. Mr. Bruno and his attorneys, if any, agree and promise that none of the
contents of this Retirement Agreement or the fact that he has entered into a
special Retirement Agreement with the Company shall be published, displayed,
discussed, disclosed, revealed or characterized (directly or indirectly by
innuendo or other means) in any way to anyone under any circumstances other
than those required by law, except to his counsel, tax advisor and immediate
family, and then only on the condition that those individuals agree to keep
such information confidential.


          6. In consideration of the foregoing benefits, which Mr. Bruno acknowledges are
adequate consideration for his commitments herein, and to the fullest extent
permitted by law, Mr. Bruno, for himself, his spouse, heirs and assigns, agrees
never to sue or grieve against the Company, its parent corporations, or its or
their affiliates or subsidiaries, or its or their past, current or future
officers, directors, agents, shareholders, employees, predecessors, successors
or assigns (hereinafter collectively referred to as the “Releasees”). Mr. Bruno
releases the Releasees of and from any and all claims, whether currently known
or unknown, and whether 


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brought by or
on behalf of Mr. Bruno. This release includes, without limitation by
enumeration, claims for back pay, front pay, bonuses, incentive payments,
performance share awards, stock appreciation rights, personal injury,
compensatory and punitive damages, injunctive and declaratory relief,
attorneys’ fees (which claim is also hereby released by Mr. Bruno’s attorneys,
if any), and for future damages allegedly arising from the alleged continuation
of the effects of any past action, omission or event. This release includes any
and all suits, charges, liability and damages, in law or in equity (including,
without limitation by enumeration, any complaints, claims and suits under the
United States and Wisconsin Constitutions; 42 U.S.C. §§ 1981, 1981a, 1983,
1985, 1986 and 1988; Title VII of the Civil Rights Act of 1964, as amended, 42
U.S.C. § 2000e et seq.; the Americans With Disabilities Act,
42 U.S.C. §12101 et seq.; the Age Discrimination in Employment
Act of 1967, as amended, 29 U.S.C. § 621 et seq.; the
Federal Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.;
the Employment Retirement Income Security Act of 1974, as amended, 29 U.S.C.
§ 1001 et seq.; Executive Order 11246; the Wisconsin Fair
Employment Act § 111.31 et. seq., Wis. Stats.;
and any other law, ordinance or regulation prohibiting discrimination in
employment or otherwise regulating the employment relationship). This release
includes any and all matters in connection with, or based wholly or partially
upon, without limitation by enumeration, acts of age or other discrimination,
retaliation, suspension, discharge, promotion, demotion, transfer, harassment,
libel, slander, infliction of emotional distress, interference with contract or
with prospective business relationships, invasion of privacy, failure to
interview, hire or appoint, terms and conditions of employment, breach of
employment contract, wrongful discharge or constructive discharge allegedly
committed against Mr. Bruno by the Releasees, or in any way arising directly or
indirectly out of Mr. Bruno’s


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 employment with and termination from the
Company, up to and including the date Mr. Bruno signs this Retirement
Agreement. 


          7. Mr. Bruno agrees not to make disparaging remarks about any of the Releasees, or
their products or practices (including, but not limited to, personnel
practices); provided, however, that Mr. Bruno may give non-malicious and
truthful testimony about these matters if he is properly subpoenaed to do so.


          8. Mr. Bruno acknowledges that:


                        A. he
has read the foregoing document, understands its contents and agrees to its
terms and conditions freely and voluntarily;


                        B. he
has made an independent investigation of the facts and does not rely on any
statements or representations by the Company, its agents or representatives,
other than those explicitly set forth herein, in entering into this Retirement
Agreement;


                        C.
he has been and hereby is advised to consult with legal counsel before signing
this Retirement Agreement;



                        D.
he has twenty-one (21) days from the date of receipt of this Retirement
Agreement within which to consider it;


                        E. he
understands and agrees that this Retirement Agreement includes a final general
release and that, as stated in paragraph 6 of this Retirement Agreement, he can
make no further claims against any of the Releasees for any matters having
connection with the events covered herein;


                        F.
he may, within seven (7) calendar days following the date he executes this
Retirement Agreement and returns it to the Company, cancel and terminate this
Retirement Agreement by giving written notice of his intent to terminate to the
Company, and this 


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Retirement
Agreement shall not become effective or enforceable until this seven-day period
has expired. TIME IS OF THE ESSENCE WITH REGARD TO THIS SUBPARAGRAPH; and


                        G. he
wants no further claims.


          9. The
parties understand and agree that any breach by either of them of any of the
foregoing covenants shall entitle either to bring an action for failure to
comply with the terms of this Retirement Agreement and, further, should the
non-breaching party prevail in such action, the non-breaching party shall be
entitled to recover its or his actual reasonable attorneys’ fees and costs as
part of such action. In addition, the parties agree that the remedy at law for
breach of this Retirement Agreement shall be inadequate and that the
non-breaching party shall be entitled to injunctive relief and any other remedy
or relief ordered by a court.


          10. Mr.
Bruno and
the Company each acknowledge that this Retirement Agreement is a joint product
and shall not be construed against either party on the grounds of sole
authorship.


          11. Mr.
Bruno hereby authorizes and ratifies all that his attorneys, if any, may have
done or may do in the effectuation of this Retirement Agreement.


          12. Neither
the Company’s signing of this Retirement Agreement nor any actions taken by the
Company in compliance with the terms of this Retirement Agreement constitute an
admission by the Company that it has acted wrongfully toward, unlawfully
discriminated against, or wrongfully discharged Mr. Bruno or that it has
violated any federal, state or local law, Executive Order or regulation or that
it has breached a contract with Mr. Bruno.


          13. Should any of the provisions of this Retirement Agreement be rendered invalid
by a court or government agency of competent jurisdiction, it is agreed that
this shall not in any way affect the enforceability of the other provisions of
this Retirement Agreement which shall remain in full force and effect provided,
however, that if the release of claims in paragraph 6 above is


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 held to be invalid or unenforceable by the
Company, then this Retirement Agreement shall be void in its entirety and the
Company shall be entitled to the return of all sums paid hereunder in
accordance with applicable law.


          14. This Retirement Agreement constitutes the complete understanding between Mr.
Bruno and the Company, and fully supersedes the Employment Agreement, with the
specific exception of paragraphs 7 and 8, which shall remain in full force and
effect in accordance with their terms. No other promises or agreements shall be
binding unless signed by these parties.


	
   

  	
   

  	
   

  	
   

  
	
  /s/ F. Bruno

  	
   

  	
            16
  August 2006 

  
	
  


  	
   

  	
  


  
	
  Frank P.
  Bruno

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  BUCYRUS
  INTERNATIONAL, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ C. R.
  Mackus

  	
   

  	
            16
  August 2006 

  
	
   

  	
  


  	
   

  	
  


  
	
   

  	
  Authorized
  Representative

  	
   

  	
  Date

  



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