exv4w2






Exhibit 4.2




JOY GLOBAL INC.




	 	 	 

	INCORPORATED UNDER THE LAWS OF
	 	 
	      THE STATE OF DELAWARE
	 	 
	 
	 	 
	THIS CERTIFIES that

	 	CUSIP 481165 10 8





is the owner of




FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $1.00 PER SHARE, OF




JOY GLOBAL INC.


transferable on the books of the Corporation by the holder hereof in person or by duly
authorized attorney, upon surrender of this certificate properly endorsed.





This certificate is not valid until countersigned and registered by the Transfer Agent and
Registrar.




WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.


Dated:




	 	 	 	 	 	 	 	 

	 	 	 	 	[seal]

	
 

Secretary

	 	 
	 	 	 	
 

President and CEO
	 






 









 







JOY GLOBAL INC.




     The Corporation will furnish without charge to each stockholder who so requests a
statement of the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.



     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 

	TEN COM

	 	-
	 	as tenants in common
	 	UNIF GIFT MIN ACT-                      Custodian                     
	TEN ENT

	 	-
	 	as tenants by the entireties
	 	          
                              (Cust)                              (Minor)
	JT TEN

	 	-
	 	as joint tenants with right of
	 	                                   under Uniform Gifts to Minors
	 

	 	 	 	survivorship and not as tenants
	 	           Act                     
	 

	 	 	 	in common
	 	                     (State)






Additional abbreviations may also be used although not in the above list.



               For Value Received                      hereby sell, assign and transfer unto



	 	 	 

	          PLEASE INSERT SOCIAL SECURITY OR OTHER

	 	 
	IDENTIFYING NUMBER OF ASSIGNEE
	 	 







 

 




 






(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




 




 




                                                                       
                                                    
                                                                
                    
Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint




                                                                       
                                
                                                                                  
    Attorney
to transfer the said stock on the books of the within named Company with full power of substitution in the premises.



Dated                                    






	 	 	 	 

	 	 
	 	NOTICE:	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER







Signature(s) Guaranteed:






	 	 	 

	 

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
	 	 








This certificate also evidences and entitles the holder hereof to certain rights as set forth
in an Agreement between Joy Global Inc. and American Stock Transfer & Trust Company, dated as of
July 16,.2002, as it may be amended from time to time (the “Agreement”), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the principal executive
offices of Joy Global Inc. Under certain circumstances, as set forth in the Agreement, such Rights
(as defined in the Agreement) will be evidenced by separate certificates and will no longer be
evidenced by this certificate. Joy Global Inc. will mail to the holder of this certificate a copy
of the Agreement without charge after receipt of a written request therefor. As set forth in the
Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who becomes an
Acquiring Person (as defined in the Agreement) become null and void.