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                                                                    EXHIBIT 10.1

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

     This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
March 22, 2006, by and among AGCO CORPORATION, a Delaware corporation ("AGCO"),
AGCO CANADA, LTD., a Saskatchewan corporation ("Canadian Subsidiary"), AGCO
LIMITED, an English corporation ("English Subsidiary One"), AGCO INTERNATIONAL
LIMITED, an English corporation ("English Subsidiary Two"), AGCO HOLDING B.V., a
Netherlands corporation ("Netherlands Subsidiary"), AGCO DEUTSCHLAND HOLDING
LIMITED & CO. KG, a German limited partnership ("German Subsidiary"), and VALTRA
HOLDING OY, a Finnish limited liability company ("Finnish Subsidiary"; AGCO,
Canadian Subsidiary, English Subsidiary One, English Subsidiary Two, Netherlands
Subsidiary, German Subsidiary and Finnish Subsidiary are referred to herein
collectively as the "Borrowers" and individually as a "Borrower"); the lenders
(the "Lenders") signatory hereto; COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", CANADIAN BRANCH, as
Canadian administrative agent for the Canadian Lenders (together with any
successor, in such capacity, the "Canadian Administrative Agent"); and
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW
YORK BRANCH, as administrative agent for the Lenders (together with any
successor, in such capacity, the "Administrative Agent").

                                   WITNESSETH:

     WHEREAS, the Borrowers, the Administrative Agent, the Canadian
Administrative Agent, the Lenders, the Issuing Banks (as defined in the Credit
Agreement), SunTrust Bank and Morgan Stanley Senior Funding, Inc., as
Co-Syndication Agents, and CoBank, ACB and The Bank of Tokyo-Mitsubishi, Ltd.,
NY Branch, as Co-Documentation Agents, are parties to that certain Credit
Agreement dated as of December 22, 2003 (as amended by that certain First
Amendment to Credit Agreement and Consent dated as of April 12, 2004, as further
amended by that certain Second Amendment to Credit Agreement dated as of August
17, 2004, as further amended by that certain Third Amendment to Credit Agreement
dated as of March 21, 2005, as further amended by that certain Fourth Amendment
to Credit Agreement and Consent dated as of June 2, 2005 and as further amended,
restated, supplemented or modified from time to time, the "Credit Agreement");
and

     WHEREAS, the Borrowers have requested that certain terms and conditions of
the Credit Agreement be amended, and the Lenders signatory hereto, the Canadian
Administrative Agent and the Administrative Agent have agreed to the requested
amendments on the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree that
all capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Credit Agreement, and further agree as follows:

     SECTION 1. Amendments.

               (a) Section 1.1 of the Credit Agreement, Certain Defined Terms,
is hereby amended and modified by deleting the table contained in the definition
of "Applicable Margin" set forth therein in its entirety and by substituting the
following in lieu thereof:



                                       Applicable
                                       Margin for
                                       LIBO Rate
                                       Revolving
                                     Loans and for
                                       Base Rate       Applicable
                                       Revolving     Margin for Base
                                        Loans in     Rate Revolving    Applicable
                                        Offshore      Loans in U.S.    Margin for
         Senior Debt Ratio             Currencies        Dollars       Unused Fee
         -----------------           -------------   ---------------   ----------
                                                              
Greater than or equal to 3.00 to         2.00%            0.75%           0.50%
1.00

Less than 3.00 to 1.00 but greater       1.75%            0.50%          0.425%
than or equal to 2.50 to 1.00

Less than 2.50 to 1.00 but greater       1.50%            0.25%          0.350%
than or equal to 2.00 to 1.00

Less than 2.00 to 1.00                   1.25%            0.00%          0.275%


               (b) Section 7.4 of the Credit Agreement, Restricted Payments and
Purchases, is hereby amended and modified as follows: (i) by deleting "and" at
the end of subsection (c)(iv) thereof and inserting "," in lieu thereof; (ii) by
deleting "." at the end of subsection (c)(v) thereof and inserting "and" in lieu
thereof; and (iii) by inserting the following as new subsection (c)(vi):

          "(vi) purchase, redeem, retire or otherwise acquire shares of its own
     outstanding Stock for cash in an aggregate amount for all such shares
     acquired pursuant to this clause (vi) during the term of this Agreement not
     to exceed the sum of (A) $100,000,000, and (B) 50% of the Excess Cash


                                      -2-



     Flow for the fiscal year ending 2006 and each fiscal year thereafter on a
     cumulative basis (provided, however, that such percentage of the Excess
     Cash Flow for any fiscal year shall not be added until the Administrative
     Agent shall have received the annual audit report for such fiscal year
     pursuant to Section 6.1(c) hereof)."

               (c) Section 7.18 of the Credit Agreement, Financial Covenants, is
hereby amended and modified by deleting subsection (a), Total Debt Ratio, in its
entirety and by substituting the following in lieu thereof:

          "(a) Total Debt Ratio. AGCO shall not allow, as of the end of each
     fiscal quarter of AGCO, the Total Debt Ratio to exceed the ratio set forth
     below for the applicable fiscal quarter corresponding thereto:



Fiscal Quarters Ending:      Ratio:
- -----------------------      ------
                          
From December 31, 2003       5.35 to 1.00
through September 30, 2004

December 31, 2004 through    5.10 to 1.00
September 30, 2005

December 31, 2005 through    4.60 to 1.00
September 30, 2006

December 31, 2006 through    4.25 to 1.00
September 30, 2007

December 31, 2007 and        4.00 to 1.00
thereafter

"

               (d) Section 7.18 of the Credit Agreement, Financial Covenants, is
hereby further amended and modified by deleting subsection (b), Senior Debt
Ratio, in its entirety and by substituting the following in lieu thereof:

          "(b) Senior Debt Ratio. AGCO shall not allow, as of the end of each
     fiscal quarter of AGCO, the Senior Debt Ratio to exceed the ratio set forth
     below for the applicable fiscal quarter corresponding thereto:


                                      -3-





Fiscal Quarters Ending:            Ratio:
- -----------------------            ------
                                
From December 31, 2003 through     3.70 to 1.00
September 30, 2004

December 31, 2004 through          3.50 to 1.00
September 30, 2005

December 31, 2005                  3.00 to 1.00

March 31, 2006 through September   3.25 to 1.00
30, 2006

December 31, 2006 through          3.00 to 1.00
September 30, 2007

December 31, 2007 and thereafter   2.75 to 1.00

"

               (e) Section 7.18 of the Credit Agreement, Financial Covenants, is
hereby further amended and modified by deleting subsection (c), Fixed Charge
Coverage Ratio, in its entirety and by substituting the following in lieu
thereof:

          "(c) Fixed Charge Coverage Ratio. AGCO shall maintain, as of the end
     of each fiscal quarter of AGCO, a Fixed Charge Coverage Ratio for the four
     fiscal quarter period then ended of not less than the ratio set forth below
     for the applicable fiscal quarter corresponding thereto:



Fiscal Quarters Ending:           Ratio:
- -----------------------           ------
                               
From December 31, 2003 through    1.50 to 1.00
December 31, 2005

March 31, 2006 through December   1.50 to 1.00
31, 2006

March 31, 2007 and thereafter     1.60 to 1.00

"

     SECTION 2. Representations and Warranties. Each of AGCO and the other
Borrowers represents and warrants as follows:

               (a) The execution, delivery and performance by each Borrower of
this Amendment and the other transactions contemplated hereby, are within such


                                      -4-



Borrower's corporate powers, have been duly authorized by all necessary
corporate action, and do not (i) contravene such Borrower's charter or bylaws;
(ii) violate any Applicable Law (including, without limitation, to the extent
applicable, the Securities Exchange Act of 1934, the Racketeer Influenced and
Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 and any
similar statute); (iii) conflict with or result in the breach of, or constitute
a default under, any contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument binding on or affecting any Borrower, any of
its Subsidiaries or any of their properties (including any of the Applicable
Capital Market Transaction Documents); or (iv) except for the Liens created
under the Security Documents, result in or require the creation or imposition of
any Lien upon or with respect to any of the properties of any Borrower or any of
its Subsidiaries;

               (b) No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or regulatory body or any
other third party is required for the due execution, delivery or performance by
any Borrower of this Amendment and each other Loan Document contemplated hereby
to which it is or is to be a party;

               (c) This Amendment and each other document required to be
delivered by a Borrower hereunder has been duly executed and delivered by each
Borrower thereto, and constitutes the legal, valid and binding obligation of
each Borrower thereto, enforceable against such Borrower in accordance with its
terms;

               (d) The representations and warranties contained in Article 4 of
the Credit Agreement, and in each of the other Loan Documents, are true and
correct on and as of the date hereof as though made on and as of such date,
other than (i) any such representations and warranties that, by their terms,
expressly refer to an earlier date, and (ii) as a result of changes permitted by
the terms of the Credit Agreement; and

               (e) After giving effect hereto, no event has occurred and is
continuing which constitutes an Event of Default or would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.

     SECTION 3. Conditions Precedent to Effectiveness of this Amendment. This
Amendment shall be effective as of the date first set forth above when the
Administrative Agent shall have received, in form and substance satisfactory to
it, each of the following:

               (a) this Amendment, duly executed by the Borrowers, the Canadian
Administrative Agent and the Administrative Agent, and Lender Addendum, in the
form attached hereto, duly executed by all of the Multi-Currency Lenders, all of
the Canadian Lenders, and the Required Lenders;

               (b) an amendment fee for the account of each Lender that
delivered to the Administrative Agent prior to 5:00 p.m. (New York City time) on
March


                                      -5-



22, 2006 such Lender's executed Lender Addenda to this Amendment, in an amount
equal to two and one-half (2.5) basis points for each such Lender's Commitment;
and

               (c) the payment of such other fees, and the delivery of such
other documents, instruments and information, as the Administrative Agent may
reasonably request.

     SECTION 4. Reference to and Effect on the Credit Agreement. Upon the
effectiveness of this Amendment as set forth in Section 3 hereof, on and after
the date hereof, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import shall mean and be a
reference to the Credit Agreement as amended hereby, and each reference in the
Notes and the other Loan Documents to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended hereby.

     SECTION 5. Reaffirmation of Guaranty. By executing this Amendment, each
Guarantor hereby acknowledges, consents and agrees that all of its obligations
and liability under the Guaranty Agreements to which it is a party remain in
full force and effect, and that the execution and delivery of this Amendment and
any and all documents executed in connection therewith shall not alter, amend,
reduce or modify its obligations and liability under such Guaranty Agreements or
any of the other Loan Documents to which it is a party.

     SECTION 6. Costs, Expenses and Taxes. The Borrowers agree, jointly and
severally, to pay on demand all costs and expenses of the Administrative Agent
in connection with the preparation, execution and delivery of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the fees and expenses of counsel for the Administrative
Agent with respect thereto).

     SECTION 7. No Other Amendments. Except as otherwise expressed herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Agents or the Lenders under the
Credit Agreement, or any of the other Loan Documents, nor constitute a waiver of
any provision of the Credit Agreement or any of the other Loan Documents. Except
for the amendments set forth above, the text of the Credit Agreement and all
other Loan Documents shall remain unchanged and in full force and effect and the
Borrowers hereby ratify and confirm their respective obligations thereunder.
This Amendment shall not constitute a modification of the Credit Agreement or a
course of dealing with the Administrative Agent at variance with the Credit
Agreement such as to require further notice by the Administrative Agent to
require strict compliance with the terms of the Credit Agreement and the other
Loan Documents in the future, except as expressly set forth herein. The
Borrowers acknowledge and expressly agree that the Agents and the Lenders
reserve the right to, and do in fact, require strict compliance with all terms
and provisions of the Credit Agreement and the other Loan Documents (in each
case as amended hereby).


                                      -6-



     SECTION 8. Execution in Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument. Delivery of a signature page hereto by facsimile
transmission or via email transmission of an Adobe portable document format file
(also known as a "PDF File") shall be as effective as delivery of a manually
executed counterpart hereof.

     SECTION 9. Delivery of Lender Addenda. Each Lender executing this Amendment
shall do so by delivering to the Administrative Agent a Lender Addendum,
substantially in the form of Annex I attached hereto, duly executed by such
Lender.

     SECTION 10. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws (without giving effect to the conflicts
of laws principles thereof) of the State of New York.

     SECTION 11. Final Agreement. This Amendment represents the final agreement
between the Borrowers, the Administrative Agent, the Canadian Administrative
Agent and the Lenders as to the subject matter hereof and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no unwritten oral agreements between the parties. The
Amendment shall constitute a Loan Document for all purposes.

               [the remainder of the page is intentionally blank]


                                      -7-



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

BORROWERS:

                                        AGCO CORPORATION


                                        By:    /s/ Andrew H. Beck
                                            ------------------------------------
                                        Title: S.V.P.
                                               ---------------------------------


                                        AGCO CANADA, LTD.


                                        By:    /s/ Andrew H. Beck
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        AGCO LIMITED


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        AGCO INTERNATIONAL LIMITED


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        AGCO HOLDING B.V.


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]


                       Fifth Amendment to Credit Agreement
                                Signature Page 1


                                        AGCO DEUTSCHLAND HOLDING LIMITED & CO.
                                        KG


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        VALTRA HOLDING OY


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


GUARANTORS:                             VALTRA DEUTSCHLAND GMBH
                                        (formerly known as RM 2379
                                        VERMOGENSVERWALTUNGS GMBH)


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        AGCO VERTRIEBS GMBH


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                       Fifth Amendment to Credit Agreement
                                Signature Page 2



                                        AGCO GMBH


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        AGCO FRANCE S.A.


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        AGCO S.A.


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        VALTRA TRACTEURS FRANCE S.A.S.


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        VALTRA INTERNATIONAL B.V.


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                       Fifth Amendment to Credit Agreement
                                Signature Page 3



                                        MASSEY FERGUSON CORP.


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        AGCO EQUIPMENT COMPANY


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        SUNFLOWER MANUFACTURING COMPANY, INC.


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        AGCO MANUFACTURING LTD.


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        AGCO SERVICES LTD.


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                       Fifth Amendment to Credit Agreement
                                Signature Page 4



                                        VALTRA VUOKRAUS OY


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        AGCO DO BRASIL COMERCIA E INDUSTRIA
                                        LTDA.

                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        VALTRA DO BRASIL LTDA.


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        EXPORT MARKET SERVICES LLC


                                        By:    /s/ Stephen D. Lupton
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]


                       Fifth Amendment to Credit Agreement
                                Signature Page 5



AGENTS, ISSUING BANKS                   COOPERATIEVE CENTRALE RAIFFEISEN-
AND SWING LINE BANK:                    BOERENLEENBANK B.A., "RABOBANK
                                        NEDERLAND," NEW YORK BRANCH, as
                                        Administrative Agent and Multi-Currency
                                        Issuing Bank


                                        By:    /s/ Kimberly English
                                            ------------------------------------
                                        Title: Executive Director
                                               ---------------------------------


                                        By:    /s/ Brett Delfino
                                            ------------------------------------
                                        Title: Executive Director
                                               ---------------------------------


                                        COOPERATIEVE CENTRALE
                                        RAIFFEISEN-BOERENLEENBANK B.A.,
                                        "RABOBANK NEDERLAND," CANADIAN BRANCH,
                                        as Canadian Administrative Agent and
                                        Canadian Issuing Bank


                                        By:    /s/ Rommel J. Domingo
                                            ------------------------------------
                                        Title: Vice President
                                               ---------------------------------


                                        By:    /s/ Khurram Rahman-Khan
                                            ------------------------------------
                                        Title: Executive Director
                                               ---------------------------------

LENDERS:                                See each Lender Addendum attached hereto


                       Fifth Amendment to Credit Agreement
                                Signature Page 7



                                 LENDER ADDENDUM

          Reference is made to the Credit Agreement dated as of December 22,
2003 (as amended by that certain First Amendment to Credit Agreement and Consent
dated as of April 12, 2004, as further amended by that certain Second Amendment
to Credit Agreement dated as of August 17, 2004, as further amended by that
certain Third Amendment to Credit Agreement dated as of March 21, 2005, as
further amended by that certain Fourth Amendment to Credit Agreement and Consent
dated as of June 2, 2005 and as further amended, restated, renewed, supplemented
or otherwise modified from time to time, the "Credit Agreement") among AGCO
Corporation, AGCO Canada Ltd., AGCO Limited, AGCO International Limited, AGCO
Holding B.V., AGCO Deutschland Holding Limited & Co. KG and Valtra Holding Oy
(collectively, the "Borrowers"), the lenders signatory thereto (together with
any other financial institution that subsequently becomes a Lender thereunder,
the "Lenders"), the Issuing Banks (as defined in the Credit Agreement),
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland",
Canadian Branch, as Canadian Administrative Agent, SunTrust Bank and Morgan
Stanley Senior Funding, Inc., as Co-Syndication Agents, CoBank, ACB and The Bank
of Tokyo-Mitsubishi, Ltd., NY Branch, as Co-Documentation Agents, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New
York Branch, as the Administrative Agent (the "Administrative Agent").
Capitalized terms used herein without definition shall have the respective
meanings ascribed to those terms in the Credit Agreement.

          Upon execution and delivery of this Lender Addendum by the undersigned
Lender, the undersigned Lender hereby consents to and agrees with all of the
terms and conditions contained in, and shall become a party to, the Fifth
Amendment to Credit Agreement dated as of March 22, 2006.

          THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          This Lender Addendum may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed signature page hereof by facsimile transmission or via
email transmission of an Adobe portable document file (also known as a "PDF
File") shall be effective as delivery of a manually executed counterpart hereof.

            [The remainder of this page is intentionally left blank.]



          IN WITNESS WHEREOF, the parties hereto have caused this Lender
Addendum to be duly executed and delivered by their proper and duly authorized
officers effective as of the date set forth herein.

                                        [NAME OF LENDER]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                 Lender Addendum
                                 Signature Page

                                                                    EXHIBIT 10.2

                                AGCO CORPORATION
                          2006 LONG-TERM INCENTIVE PLAN

                   NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

     THIS AGREEMENT, entered into as of the Grant Date (as defined in Section
1), by and between the Participant and AGCO Corporation (the "Company");

     WHEREAS, the Company maintains the AGCO Corporation 2006 Long-Term
Incentive Plan (the "Plan"), which is incorporated into and forms a part of this
Agreement, and the Participant has been selected by the committee administering
the Plan (the "Committee") to receive a Non-Qualified Stock Option Award under
the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

     1. TERMS OF AWARD AND DEFINITIONS. The following terms used in this
Agreement shall have the meanings set forth in this Section 1:

          (a) COVERED SHARES. The number of "Covered Shares" shall be _________
     shares of Stock.

          (b) DATE OF TERMINATION. The Participant's "Date of Termination" shall
     be the first day occurring on or after the Grant Date on which the
     Participant is neither employed by the Company or any Subsidiary, a
     director of the Company or any Subsidiary, an independent contractor
     performing services for the Company or any Subsidiary nor providing
     services as a consultant to the Company or any Subsidiary; provided that a
     termination shall not be considered to have occurred while the Participant
     is on an approved leave of absence from the Company or a Subsidiary. If, as
     a result of a sale or other transaction, a Participant who is an employee
     ceases to be an employee of the Company or any Subsidiary (and the
     Participant's employer is or becomes an entity that is separate from the
     Company or any Subsidiary), the occurrence of such transaction shall be
     treated as the Participant's Date of Termination caused by the Participant
     being discharged by the employer.

          (c) DESIGNATED BENEFICIARY. The "Designated Beneficiary" shall be the
     beneficiary or beneficiaries designated by the Participant in a writing
     filed with the Committee in such form and at such time as the Committee
     shall require.

          (d) DISABILITY. Except as otherwise provided by the Committee, the
     Participant shall be considered to have a "Disability" if he is eligible
     for disability payments under the Company's long-term disability plan.

          (e) EXERCISE PRICE. The "Exercise Price" is $__________ per share.



          (f) GRANT DATE. The "Grant Date" is ____________________.

          (g) GOOD CAUSE. With respect to any dismissal of the Participant from
     his or her employment with the Company or any Subsidiary, shall mean (i) if
     the Participant is a party to an employment agreement with the Company or
     any Subsidiary that defines "cause," "good cause" or a similar term, "Good
     Cause" shall mean such term as so defined, and (ii) otherwise (A) the
     conviction of the Participant of, or the entry of a plea of guilty, first
     offender probation before judgment, or nolo contendere by the Participant
     to, any felony; (B) fraud, misappropriation or embezzlement by the
     Participant; (C) the Participant's willful failure or gross negligence in
     the performance of his assigned duties for the Company or any Subsidiary;
     (D) the Participant's failure to follow reasonable and lawful directives of
     his supervisor or his breach of his fiduciary duty to the Company or any
     Subsidiary; (E) any act or omission of the Participant that has a
     demonstrated and material adverse impact on the Company's or any
     Subsidiary's business or reputation for honesty and fair dealing, other
     than an act or failure to act by the Participant in good faith and without
     reason to believe that such act or failure to act would adversely impact on
     the Company's or any Subsidiary's business or reputation for honesty and
     fair dealing; or (F) the breach by the Participant of any confidentiality
     or non-competition agreement in favor of the Company or any Subsidiary.

          (h) IMMEDIATE FAMILY. "Immediate Family" shall mean the Participant's
     spouse, parents, children, stepchildren, adoptive relationships, sisters,
     brothers and grandchildren and, for this purpose, shall also include the
     Participant.

          (i) PARTICIPANT. The "Participant" is ______________________.

          (j) RETIREMENT. "Retirement" of the Participant shall mean the
     occurrence of the Participant's Date of Termination on or after the date
     the Participant attains age 65 or such earlier date as may be approved by
     the Committee in its sole discretion.

     Except where the context clearly implies or indicates the contrary, a word,
     term, or phrase used in the Plan is similarly used in this Agreement.

     2. AWARD AND EXERCISE PRICE. This Agreement specifies the terms of the
option (the "Option") granted to the Participant to purchase the number of
Covered Shares of Stock at the Exercise Price per share as set forth in Section
1. The Option is not intended to constitute an "incentive stock option" as that
term is used in Code section 422.

     3. DATE OF EXERCISE.

          (a) Subject to the limitations of this Agreement, the Option shall be
     exercisable according to the following schedule, with respect to each
     installment shown in the schedule on and after the Vesting Date applicable
     to such installment (each an "Installment"):


                                        2



          (b)



                                     VESTING DATE APPLICABLE TO
              INSTALLMENT                   INSTALLMENT
              -----------            --------------------------
                         
                            [FIRST YEAR ANNIVERSARY OF THE GRANT DATE]
                            [SECOND YEAR ANNIVERSARY OF THE GRANT DATE]
                            [THIRD YEAR ANNIVERSARY OF THE GRANT DATE]
                            [FOURTH YEAR ANNIVERSARY OF THE GRANT DATE]


          (c) An Installment shall not become exercisable on the otherwise
     applicable Vesting Date if the Participant's Date of Termination occurs on
     or before such Vesting Date. Notwithstanding the foregoing provisions of
     this Section 3, the Option shall become exercisable with respect to all of
     the Covered Shares (to the extent it is not then otherwise exercisable) as
     follows:

               (i) The Option shall become fully exercisable upon the
          Participant's Date of Termination, if the Participant's Date of
          Termination occurs by reason of the Participant's death or Disability;
          and

               (ii) The Option shall become fully exercisable upon a Change in
          Control, if the Participant's Date of Termination does not occur on or
          before the Change in Control.

          (d) Otherwise, the Option may be exercised on or after the Date of
     Termination only as to that portion of the Covered Shares as to which it
     was exercisable immediately prior to the Date of Termination, or as to
     which it became exercisable on the Date of Termination in accordance with
     this Section 3.

     4. EXPIRATION. The Option shall not be exercisable after the Company's
close of business on the last business day that occurs prior to the Expiration
Date. The "Expiration Date" shall be earliest to occur of:

          (a) The seven-year anniversary of the Grant Date;

          (b) If the Participant's Date of Termination occurs by reason of
     death, Disability or Retirement, the one-year anniversary of such Date of
     Termination;

          (c) If the Participant's Date of Termination occurs for reasons other
     than death, Disability, Retirement, or Good Cause the 90-day anniversary of
     such Date of Termination; or

          (d) The date the Participant is dismissed from the Company for Good
     Cause.


                                        3



     5. METHOD OF OPTION EXERCISE.

          (a) Subject to the Agreement and the Plan, the Option may be exercised
     in whole or in part by filing a written notice in substantially the form
     attached hereto as Exhibit 1 with the Secretary of the Company at its
     corporate headquarters prior to the Company's close of business on the last
     business day that occurs prior to the Expiration Date. Such notice shall
     specify the number of shares of Stock which the Participant elects to
     purchase, and shall be accompanied by payment of the Exercise Price for
     such shares of Stock indicated by the Participant's election.

          (b) Payment shall be by cash or by check payable to the Company, or,
     alternatively as follows to the extent permitted by the Committee at the
     time of exercise:

               (i) all or a portion of the Exercise Price may be paid by the
          Participant by delivery of shares of Stock owned by the Participant
          and acceptable to the Committee having an aggregate Fair Market Value
          (valued as of the date of exercise) that is equal to the amount of
          cash that would otherwise be required;

               (ii) the Participant may pay the Exercise Price by authorizing a
          third party to sell shares of Stock (or a sufficient portion of the
          shares) acquired upon exercise of the Option and remit to the Company
          a sufficient portion of the sale proceeds to pay the entire Exercise
          Price and any tax withholding resulting from such exercise or,

               (iii) the Participant may pay the Exercise Price by authorizing
          the Company to withhold shares of Stock (or a sufficient portion of
          the shares) acquired upon exercise of the Option having an aggregate
          Fair Market Value (valued as of the date of exercise) that is equal to
          the amount of cash that would be required to pay the entire Exercise
          Price and any tax withholding resulting from such exercise.

          (c) The Option shall not be exercisable if and to the extent the
     Company determines that such exercise would violate applicable state or
     Federal securities laws or the rules and regulations of any securities
     exchange on which the Stock is traded. If the Company makes such a
     determination, it shall use all reasonable efforts to obtain compliance
     with such laws, rules or regulations. In making any determination
     hereunder, the Company may rely on the opinion of counsel for the Company.

          (d) If the Company is an S-Corporation at the time a Participant seeks
     to exercise the Award, the Option shall not be exercisable if and to the
     extent the Company determines that such exercise would result in the loss
     of the Company's status as an S Corporation. In making any determination
     hereunder, the Company may rely on the opinion of counsel for the Company.

          (e) As a condition to exercising the Option, the Optionee shall, if
     requested by the Company, execute a shareholder agreement in the form
     provided by the Company.


                                        4



     6. WITHHOLDING. To the extent necessary, the Optionee must satisfy his
federal, state, and local, if any, withholding taxes imposed by reason of the
exercise of the Option either by paying to the Company the full amount of the
withholding obligation (i) in cash; (ii) by tendering shares of Stock which are
owned by the Optionee prior to the date of exercise having a Fair Market Value
equal to the withholding obligation (a "Withholding Election"); (iii) by
electing, irrevocably and in writing (also a "Withholding Election"), to have
the smallest number of whole shares of Stock withheld by the Company which, when
multiplied by the Fair Market Value of the Stock as of the date the Option is
exercised, is sufficient to satisfy the amount of withholding tax; or (iv) by
any combination of the above. Optionee may make a Withholding Election only if
the following conditions are met:

          (a) The Withholding Election is made on or prior to the date on which
     the amount of tax required to be withheld is determined (the "Tax Date") by
     executing and delivering to the Company a properly completed Notice of
     Withholding Election in substantially the form attached hereto as Exhibit
     2; and

          (b) Any Withholding Election will be irrevocable; however, the
     Committee may, in its sole discretion, disapprove and give no effect to the
     Withholding Election.

     7. TRANSFERABILITY.

          (a) Except as otherwise provided in this Section 7, the Option is not
     transferable other than as designated by the Participant by will or by the
     laws of descent and distribution, and during the Participant's life, may be
     exercised only by the Participant.

          (b) Notwithstanding the foregoing, the Participant, with the approval
     of the Committee, may transfer the Option for no consideration to or for
     the benefit of the Participant's Immediate Family (including, without
     limitation, to a trust for the benefit of the Participant's Immediate
     Family, subject to such limits as the Committee may establish, and the
     transferee shall remain subject to all the terms and conditions applicable
     to the Option prior to such transfer, specifically including the terms and
     conditions of the Shareholders Agreement. No such transfer which could
     result in the loss of the Company's status as an S Corporation will be
     allowed.

          (c) The foregoing right to transfer the Option shall apply to the
     right to consent to amendments to this Agreement and, in the discretion of
     the Committee, shall also apply to the right to transfer ancillary rights
     associated with the Option.

     8. HEIRS AND SUCCESSORS.

          (a) This Agreement shall be binding upon, and inure to the benefit of,
     the Company and its successors and assigns, and upon any person acquiring,
     whether by merger, consolidation, purchase of assets or otherwise, all or
     substantially all of the Company's assets and business.


                                        5



          (b) If any rights exercisable by the Participant or benefits
     deliverable to the Participant under this Agreement have not been exercised
     or delivered, respectively, at the time of the Participant's death, such
     rights shall be exercisable by the Designated Beneficiary, and such
     benefits shall be delivered to the Designated Beneficiary, in accordance
     with the provisions of this Agreement and the Plan.

          (c) If a deceased Participant has failed to designate a beneficiary,
     or if the Designated Beneficiary does not survive the Participant, any
     rights that would have been exercisable by the Participant and any benefits
     distributable to the Participant shall be exercised by or distributed to
     the legal representative of the estate of the Participant.

          (d) If a deceased Participant has designated a beneficiary but the
     Designated Beneficiary dies before the Designated Beneficiary's exercise of
     all rights under this Agreement or before the complete distribution of
     benefits to the Designated Beneficiary under this Agreement, then any
     rights that would have been exercisable by the Designated Beneficiary shall
     be exercised by the legal representative of the estate of the Designated
     Beneficiary, and any benefits distributable to the Designated Beneficiary
     shall be distributed to the legal representative of the estate of the
     Designated Beneficiary.

     9. ADMINISTRATION. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding on
all persons.

     10. PLAN GOVERNS. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company; and this Agreement is subject to all interpretations,
amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan.

     11. NOT AN EMPLOYMENT CONTRACT. The Option will not confer on the
Participant any right with respect to continuance of employment or other service
with the Company or any Subsidiary, nor will it interfere in any way with any
right the Company or any Subsidiary would otherwise have to terminate or modify
the terms of such Participant's employment or other service at any time.

     12. NOTICES. Any written notices provided for in this Agreement or the Plan
shall be in writing and shall be deemed sufficiently given if either hand
delivered or if sent by fax or overnight courier, or by postage paid first class
mail. Notices sent by mail shall be deemed received three business days after
mailed but in no event later than the date of actual receipt. Notices shall be
directed, if to the Participant, at the Participant's address indicated by the
Company's records, or if to the Company, at the Company's principal executive
office.


                                        6



     13. FRACTIONAL SHARES. In lieu of issuing a fraction of a share upon any
exercise of the Option, the Company will be entitled to pay to the Participant
an amount equal to the fair market value of such fractional share.

     14. NO RIGHTS AS SHAREHOLDER. The Participant shall not have any rights of
a shareholder with respect to the shares subject to the Option, until a stock
certificate has been duly issued following exercise of the Option as provided
herein.

     15. AMENDMENT. This Agreement may be amended by written Agreement of the
Participant and the Company, without the consent of any other person.

     16. FORFEITURE. Notwithstanding the foregoing, if, following the Date of
Termination, Participant violates any of Participant's post-termination
obligations to the Company or any Subsidiary, including, without limitation, any
obligation not to compete with the Company or any Subsidiary (regardless of
whether such obligation is enforceable under applicable law), not to solicit
employees of the Company or any Subsidiary, to maintain the confidentiality on
information belonging to the Company or any Subsidiary, or not to disparage the
Company or any Subsidiary or any of their affiliates, immediately upon demand by
the Company the Participant shall return to the Company the proceeds from this
Award to the extent received by the Participant on or after one year prior to
Date of Termination.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its name and on its behalf as of the Grant Date.

                                        AGCO CORPORATION


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        7



                                    EXHIBIT 1

                              NOTICE OF EXERCISE OF
                        STOCK OPTION TO PURCHASE STOCK OF
                                AGCO CORPORATION

                                        Name: __________________________________
                                        Address: _______________________________
                                                 _______________________________
                                        Date: __________________________________

AGCO Corporation
Attn: Corporate Secretary
_________________________
_________________________

Re: Exercise of Non-qualified Stock Option

Dear Sir or Madam:

     Subject to acceptance hereof in writing by AGCO Corporation (the "Company")
pursuant to the provisions of the AGCO Corporation 2006 Long-Term Incentive
Plan, I hereby give at least ten days but not more than thirty days prior notice
of my election to exercise options granted to me to purchase ______________
shares of Stock of the Company under the Non-qualified Stock Option Award
Agreement (the "Award") pursuant to the AGCO Corporation 2006 Long-Term
Incentive Plan dated as of ____________, ______. The purchase shall take place
as of ____________, _____ (the "Exercise Date").

     On or before the Exercise Date, I will pay the applicable purchase price as
follows:

     [ ]  by delivery of cash or a certified check for $___________ for the
          full purchase price payable to the order of the Company.

     [ ]  by delivery of a certified check for $___________ representing a
          portion of the purchase price with the balance to consist of shares of
          Stock that I own and that are represented by a stock certificate I
          will surrender to the Company with my endorsement. If the number of
          shares of Stock represented by such stock certificate exceed the
          number to be applied against the purchase price, I understand that a
          new stock certificate will be issued to me reflecting the excess
          number of shares.

     [ ]  by delivery of a stock certificate representing shares of Stock that
          I own which I will surrender to the Company with my endorsement as
          payment of the purchase price. If the number of shares of Stock
          represented by such certificate exceed the number to be applied
          against the purchase price, I understand that a new certificate will
          be issued to me reflecting the excess number of shares.



     [ ]  by the Company withholding from the purchased shares a number of
          shares having an aggregate Fair Market Value on the date of exercise,
          equal to the aggregate exercise price of all options being exercised.

     Or, subject to your receipt of the written approval of the Committee (as
defined in the Plan), by _____________, ______ I will pay the purchase price by
delivery of cash or a certified check for $__________ representing all or a
portion of the purchase price with any remaining balance to consist of Stock
that I have owned for at least six months and that are represented by a stock
certificate I will surrender to the Company with my endorsement. If the number
of shares of Stock represented by such stock certificate exceed the number to be
applied against the purchase price, I understand that a new stock certificate
will be issued to me reflecting the excess number of shares.

     As soon as the stock certificate is registered in my name, please deliver
it to me at the above address.

     If the Stock being acquired is not registered for issuance to and resale by
the Optionee pursuant to an effective registration statement on Form S-8 (or
successor form) filed under the Securities Act of 1933, as amended (the "1933
Act"), I hereby represent, warrant, covenant, and agree with the Company as
follows:

     The shares of the Stock being acquired by me will be acquired for my own
account without the participation of any other person, with the intent of
holding the Stock for investment and without the intent of participating,
directly or indirectly, in a distribution of the Stock and not with a view to,
or for resale in connection with, any distribution of the Stock, nor am I aware
of the existence of any distribution of the Stock;

     I am not acquiring the Stock based upon any representation, oral or
written, by any person with respect to the future value of, or income from, the
Stock but rather upon an independent examination and judgment as to the
prospects of the Company;

     The Stock was not offered to me by means of any publicly disseminated
advertisements or sales literature, nor am I aware of any offers made to other
persons by such means;

     I am able to bear the economic risks of the investment in the Stock,
including the risk of a complete loss of my investment therein;

     I understand and agree that the Stock will be issued and sold to me without
registration under any state law relating to the registration of securities for
sale, and will be issued and sold in reliance on the exemptions from
registration under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof
and the rules and regulations promulgated thereunder;

     The Stock cannot be offered for sale, sold or transferred by me other than
pursuant to: (A) an effective registration under the 1933 Act or in a
transaction otherwise in compliance with the 1933 Act; and (B) evidence
satisfactory to the Company of compliance with the applicable securities laws of
other jurisdictions. The Company shall be entitled to rely upon an opinion of
counsel satisfactory to it with respect to compliance with the above laws;


                                  Exhibit 1 - 2



     The Company will be under no obligation to register the Stock or to comply
with any exemption available for sale of the Stock without registration or
filing, and the information or conditions necessary to permit routine sales of
securities of the Company under Rule 144 under the 1933 Act may not now be
available and no assurance has been given that it or they will become available.
The Company is under no obligation to act in any manner so as to make Rule 144
available with respect to the Stock;

     I have and have had complete access to and the opportunity to review and
make copies of all material documents related to the business of the Company,
including, but not limited to, contracts, financial statements, tax returns,
leases, deeds and other books and records. I have examined such of these
documents as I wished and am familiar with the business and affairs of the
Company. I realize that the purchase of the Stock is a speculative investment
and that any possible profit therefrom is uncertain;

     I have had the opportunity to ask questions of and receive answers from the
Company and any person acting on its behalf and to obtain all material
information reasonably available with respect to the Company and its affairs. I
have received all information and data with respect to the Company which I have
requested and which I have deemed relevant in connection with the evaluation of
the merits and risks of my investment in the Company;

     I have such knowledge and experience in financial and business matters that
I am capable of evaluating the merits and risks of the purchase of the Stock
hereunder and I am able to bear the economic risk of such purchase; and

     The agreements, representations, warranties and covenants made by me herein
extend to and apply to all of the Stock of the Company issued to me pursuant to
this Award. Acceptance by me of the certificate representing such Stock shall
constitute a confirmation by me that all such agreements, representations,
warranties and covenants made herein shall be true and correct at that time.

     I understand that the certificates representing the shares being purchased
by me in accordance with this notice shall bear a legend referring to the
foregoing covenants, representations and warranties and restrictions on
transfer, and I agree that a legend to that effect may be placed on any
certificate which may be issued to me as a substitute for the certificates being
acquired by me in accordance with this notice.

                                        Very truly yours,


                                        ----------------------------------------

AGREED TO AND ACCEPTED:

AGCO CORPORATION


By:
    ---------------------------------
Title:
       ------------------------------

Number of Shares Exercised:
                            ------------
Number of Shares Remaining:               Date:
                            ------------        --------------------------------


                                  Exhibit 1 - 3



                                    EXHIBIT 2

                         NOTICE OF WITHHOLDING ELECTION
                        NON-QUALIFIED STOCK OPTION AWARD
                        PURSUANT TO THE AGCO CORPORATION
                          2006 LONG-TERM INCENTIVE PLAN

TO: _________________________________

FROM: _______________________________

RE: Withholding Election

This election relates to the Option identified in Paragraph 3 below. I hereby
certify that:

(1)  My correct name and social security number and my current address are set
     forth at the end of this document.

(2)  I am (check one, whichever is applicable).

     [ ]  the original recipient of the Option.

     [ ]  the legal representative of the estate of the original recipient of
          the Option.

     [ ]  the legal guardian of the original recipient of the Option.

     [ ]  an Immediate Family Member other than the original recipient of the
          Option.

(3)  The Option to which this election relates was issued under the AGCO
     Corporation 2006 Long-Term Incentive Plan (the "Plan") in the name of
     _________________________ for the purchase of a total of _________ shares
     of Stock of the Company. This election relates to _______________ shares of
     Stock issuable upon exercise of the Option, provided that the numbers set
     forth above shall be deemed changed as appropriate to reflect the
     applicable Plan provisions.

(4)  In connection with any exercise of the Option with respect to the Stock, I
     hereby elect one or more of the following:

     [ ]  to pay cash or certified check in the amount of $_______ to be
          applied to pay federal, state, and local, if any, taxes arising from
          the exercise.

     [ ]  to pay the full federal, state, and local, if any, taxes arising
          from the exercise in cash or certified check.

     [ ]  to have certain of the shares issuable pursuant to the exercise
          withheld by the Company for the purpose of having the value of the
          shares applied to pay federal, state, and local, if any, taxes arising
          from the exercise.



     [ ]  to tender shares held by me prior to the exercise of the Option for
          the purpose of having the value of the shares applied to pay such
          taxes.

     The shares to be withheld or tendered, as applicable, shall have, as of the
     Tax Date applicable to the exercise, a Fair Market Value equal to the
     minimum statutory tax withholding requirement under federal, state, and
     local law in connection with the exercise.

(5)  This Withholding Election is made no later than the Tax Date and is
     otherwise timely made pursuant to the Plan.

(6)  I understand that this Withholding Election may not be revised, amended or
     revoked by me.

(7)  The Plan has been made available to me by the Company. I have read and
     understand the Plan and I have no reason to believe that any of the
     conditions to the making of this Withholding Election have not been met.

(8)  Capitalized terms used in this Notice of Withholding Election without
     definition shall have the meanings given to them in the Plan.


Dated:
       -----------------------------    ----------------------------------------
                                        Signature

- ------------------------------------    ----------------------------------------
Social Security Number                  Name (Printed)

                                        ----------------------------------------
                                        Street Address

                                        ----------------------------------------
                                        City, State, Zip Code


                                  Exhibit 1 - 2

                                                                    EXHIBIT 10.3

                                AGCO CORPORATION
                          2006 LONG-TERM INCENTIVE PLAN

                     INCENTIVE STOCK OPTION AWARD AGREEMENT

     THIS AGREEMENT, entered into as of the Grant Date (as defined in Section
1), by and between the Participant and AGCO Corporation (the "Company");

     WHEREAS, the Company maintains the AGCO Corporation 2006 Long-Term
Incentive Plan (the "Plan"), which is incorporated into and forms a part of this
Agreement, and the Participant has been selected by the committee administering
the Plan (the "Committee") to receive a Stock Option Award under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

     1. TERMS OF AWARD AND DEFINITIONS. The following terms used in this
Agreement shall have the meanings set forth in this Section 1:

          (a) COVERED SHARES. The number of "Covered Shares" shall be __________
     shares of Stock.

          (b) DATE OF TERMINATION. The Participant's "Date of Termination" shall
     be the first day occurring on or after the Grant Date on which the
     Participant is neither employed by the Company or any Subsidiary; provided
     that a termination shall not be considered to have occurred while the
     Participant is on an approved leave of absence from the Company or a
     Subsidiary. If, as a result of a sale or other transaction, a Participant
     ceases to be an employee of the Company or any Subsidiary (and the
     Participant's employer is or becomes an entity that is separate from the
     Company or any Subsidiary), the occurrence of such transaction shall be
     treated as the Participant's Date of Termination caused by the Participant
     being discharged by the employer.

          (c) DESIGNATED BENEFICIARY. The "Designated Beneficiary" shall be the
     beneficiary or beneficiaries designated by the Participant in a writing
     filed with the Committee in such form and at such time as the Committee
     shall require.

          (d) DISABILITY. Except as otherwise provided by the Committee, the
     Participant shall be considered to have a "Disability" if he is eligible
     for disability payments under the Company's long-term disability plan.

          (e) EXERCISE PRICE. The "Exercise Price" is $__________ per share.



          (f) GOOD CAUSE. With respect to any dismissal of the Participant from
     his or her employment with the Company or any Subsidiary, shall mean (i) if
     the Participant is a party to an employment agreement with the Company or
     any Subsidiary that defines "cause," "good cause" or a similar term, "Good
     Cause" shall mean such term as so defined, and (ii) otherwise (A) the
     conviction of the Participant of, or the entry of a plea of guilty, first
     offender probation before judgment, or nolo contendere by the Participant
     to, any felony; (B) fraud, misappropriation or embezzlement by the
     Participant; (C) the Participant's willful failure or gross negligence in
     the performance of his assigned duties for the Company or any Subsidiary;
     (D) the Participant's failure to follow reasonable and lawful directives of
     his supervisor or his breach of his fiduciary duty to the Company or any
     Subsidiary; (E) any act or omission of the Participant that has a
     demonstrated and material adverse impact on the Company's or any
     Subsidiary's business or reputation for honesty and fair dealing, other
     than an act or failure to act by the Participant in good faith and without
     reason to believe that such act or failure to act would adversely impact on
     the Company's or any Subsidiary's business or reputation for honesty and
     fair dealing; or (F) the breach by the Participant of any confidentiality
     or non-competition agreement in favor of the Company or any Subsidiary.

          (g) GRANT DATE. The "Grant Date" is _____________________________.

          (h) IMMEDIATE FAMILY. "Immediate Family" shall mean the Participant's
     spouse, parents, children, stepchildren, adoptive relationships, sisters,
     brothers and grandchildren and, for this purpose, shall also include the
     Participant.

          (i) PARTICIPANT. The "Participant" is _____________________________.

          (j) RETIREMENT. "Retirement" of the Participant shall mean the
     occurrence of the Participant's Date of Termination on or after the date
     the Participant attains age 65 or such earlier date as may be approved by
     the Committee in its sole discretion.

Except where the context clearly implies or indicates the contrary, a word,
term, or phrase used in the Plan is similarly used in this Agreement.

     2. AWARD AND EXERCISE PRICE. This Agreement specifies the terms of the
option (the "Option") granted to the Participant to purchase the number of
Covered Shares of Stock at the Exercise Price per share as set forth in Section
1. The Option is intended to constitute an "incentive stock option" as that term
is used in Code section 422, and shall be so construed. To the extent that the
aggregate fair market value (determined at the time of grant) of Shares with
respect to which incentive stock options are exercisable for the first time by
the Participant during any calendar year under all plans of the Company and its
affiliates exceeds $100,000, the options or portions thereof which exceed such
limit (according to the order in which they were granted) shall be treated as
nonstatutory stock options. It should be understood that there is no assurance
that the option will, in fact, be treated as an incentive stock option. To the
extent an Option is not treated as an incentive stock option, it shall be
treated as a nonstatutory stock option.


                                        2



     3. DATE OF EXERCISE.

          (a) Subject to the limitations of this Agreement, the Option shall be
     exercisable according to the following schedule, with respect to each
     installment shown in the schedule on and after the Vesting Date applicable
     to such installment (each an "Installment"):



                                     VESTING DATE APPLICABLE TO
              INSTALLMENT                  INSTALLMENT
              -----------            --------------------------
                         
                            [FIRST YEAR ANNIVERSARY OF THE GRANT DATE]
                            [SECOND YEAR ANNIVERSARY OF THE GRANT DATE]
                            [THIRD YEAR ANNIVERSARY OF THE GRANT DATE]
                            [FOURTH YEAR ANNIVERSARY OF THE GRANT DATE]


          (b) An Installment shall not become exercisable on the otherwise
     applicable Vesting Date if the Participant's Date of Termination occurs on
     or before such Vesting Date. Notwithstanding the foregoing provisions of
     this Section 3, the Option shall become exercisable with respect to all of
     the Covered Shares (to the extent it is not then otherwise exercisable) as
     follows:

               (i) If the Participant's Date of Termination occurs by reason of
          the Participant's death or Disability, the Option shall become fully
          exercisable upon the Participant's Date of Termination; and

               (ii) If the Participant's Date of Termination does not occur on
          or before the Change in Control, the Option shall become fully
          exercisable upon a Change in Control.

          (c) Otherwise, the Option may be exercised on or after the Date of
     Termination only as to that portion of the Covered Shares as to which it
     was exercisable immediately prior to the Date of Termination, or as to
     which it became exercisable on the Date of Termination in accordance with
     this Section 3.

     4. EXPIRATION. The Option shall not be exercisable after the Company's
close of business on the last business day that occurs prior to the Expiration
Date. The "Expiration Date" shall be earliest to occur of:

          (a) The seven-year anniversary of the Grant Date (5 years in the case
     of a 10% or greater shareholder);

          (b) If the Participant's Date of Termination occurs by reason of
     death, Disability or Retirement, the one-year anniversary of such Date of
     Termination;


                                        3



          (c) If the Participant's Date of Termination occurs for reasons other
     than death, Disability, Retirement, or Good Cause the 90-day anniversary of
     such Date of Termination; or

          (d) The date the Participant is dismissed from the Company for Good
     Cause.

     5. METHOD OF OPTION EXERCISE.

          (a) Subject to the Agreement and the Plan, the Option may be exercised
     in whole or in part by filing a written notice with the Secretary of the
     Company at its corporate headquarters prior to the Company's close of
     business on the last business day that occurs prior to the Expiration Date.
     Such notice shall specify the number of shares of Stock which the
     Participant elects to purchase, and shall be accompanied by payment of the
     Exercise Price for such shares of Stock indicated by the Participant's
     election.

          (b) Payment shall be by cash or by check payable to the Company, or,
     alternatively, as follows to the extent permitted by the Committee at the
     time of exercise:

               (i) all or a portion of the Exercise Price may be paid by the
          Participant by delivery of shares of Stock owned by the Participant
          and acceptable to the Committee having an aggregate Fair Market Value
          (valued as of the date of exercise) that is equal to the amount of
          cash that would otherwise be required;

               (ii) the Participant may pay the Exercise Price by authorizing a
          third party to sell shares of Stock (or a sufficient portion of the
          shares) acquired upon exercise of the Option and remit to the Company
          a sufficient portion of the sale proceeds to pay the entire Exercise
          Price and any tax withholding resulting from such exercise or,

               (iii) the Participant may pay the Exercise Price by authorizing
          the Company to withhold shares of Stock (or a sufficient portion of
          the shares) acquired upon exercise of the Option having an aggregate
          Fair Market Value (valued as of the date of exercise) that is equal to
          the amount of cash that would be required to pay the entire Exercise
          Price and any tax withholding resulting from such exercise.

          (c) The Option shall not be exercisable if and to the extent the
     Company determines that such exercise would violate applicable state or
     Federal securities laws or the rules and regulations of any securities
     exchange on which the Stock is traded. If the Company makes such a
     determination, it shall use all reasonable efforts to obtain compliance
     with such laws, rules or regulations. In making any determination
     hereunder, the Company may rely on the opinion of counsel for the Company.

     6. WITHHOLDING. To the extent necessary, the Optionee must satisfy his
federal, state, and local, if any, withholding taxes imposed by reason of the
exercise of the Option either by paying to the Company the full amount of the
withholding obligation (i) in cash; (ii) by tendering shares of Stock which are
owned by the Optionee prior to the date of exercise having a


                                        4



Fair Market Value equal to the withholding obligation (a "Withholding
Election"); (iii) by electing, irrevocably and in writing (also a "Withholding
Election"), to have the smallest number of whole shares of Stock withheld by the
Company which, when multiplied by the Fair Market Value of the Stock as of the
date the Option is exercised, is sufficient to satisfy the amount of withholding
tax; or (iv) by any combination of the above. Optionee may make a Withholding
Election only if the following conditions are met:

          (a) The Withholding Election is made on or prior to the date on which
     the amount of tax required to be withheld is determined (the "Tax Date") by
     executing and delivering to the Company a properly completed Notice of
     Withholding Election in substantially the form attached hereto as Exhibit
     2; and

          (b) Any Withholding Election will be irrevocable; however, the
     Committee may, in its sole discretion, disapprove and give no effect to the
     Withholding Election.

     7. TRANSFERABILITY.

          (a) Except as otherwise provided in this Section 7, the Option is not
     transferable other than as designated by the Participant by will or by the
     laws of descent and distribution, and during the Participant's life, may be
     exercised only by the Participant.

          (b) Notwithstanding the foregoing, the Participant, with the approval
     of the Committee, may transfer the Option for no consideration to or for
     the benefit of the Participant's Immediate Family (including, without
     limitation, to a trust for the benefit of the Participant's Immediate
     Family or to a partnership or limited liability company for one or more
     members of the Participant's Immediate Family, subject to such limits as
     the Committee may establish, and the transferee shall remain subject to all
     the terms and conditions applicable to the Option prior to such transfer.

          (c) The foregoing right to transfer the Option shall apply to the
     right to consent to amendments to this Agreement and, in the discretion of
     the Committee, shall also apply to the right to transfer ancillary rights
     associated with the Option.

     8. HEIRS AND SUCCESSORS.

          (a) This Agreement shall be binding upon, and inure to the benefit of,
     the Company and its successors and assigns, and upon any person acquiring,
     whether by merger, consolidation, purchase of assets or otherwise, all or
     substantially all of the Company's assets and business.

          (b) If any rights exercisable by the Participant or benefits
     deliverable to the Participant under this Agreement have not been exercised
     or delivered, respectively, at the time of the Participant's death, such
     rights shall be exercisable by the Designated Beneficiary, and such
     benefits shall be delivered to the Designated Beneficiary, in accordance
     with the provisions of this Agreement and the Plan.


                                        5



          (c) If a deceased Participant has failed to designate a beneficiary,
     or if the Designated Beneficiary does not survive the Participant, any
     rights that would have been exercisable by the Participant and any benefits
     distributable to the Participant shall be exercised by or distributed to
     the legal representative of the estate of the Participant.

          (d) If a deceased Participant has designated a beneficiary but the
     Designated Beneficiary dies before the Designated Beneficiary's exercise of
     all rights under this Agreement or before the complete distribution of
     benefits to the Designated Beneficiary under this Agreement, then any
     rights that would have been exercisable by the Designated Beneficiary shall
     be exercised by the legal representative of the estate of the Designated
     Beneficiary, and any benefits distributable to the Designated Beneficiary
     shall be distributed to the legal representative of the estate of the
     Designated Beneficiary.

     9. ADMINISTRATION. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretations of the Agreement by the Committee and
any decisions made by it with respect to the Agreement are final and binding on
all persons.

     10. PLAN GOVERNS. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company. This Agreement is subject to all interpretations,
amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan.

     11. NO EMPLOYMENT CONTRACT. The Option will not confer on the Participant
any right with respect to continuance of employment or other service with the
Company or any Subsidiary, nor will it interfere in any way with any right the
Company or any Subsidiary would otherwise have to terminate or modify the terms
of such Participant's employment or other service at any time.

     12. NOTICES. Any written notices provided for in this Agreement or the Plan
shall be in writing and shall be deemed sufficiently given if either hand
delivered or if sent by fax or overnight courier, or by postage paid first class
mail. Notices sent by mail shall be deemed received three business days after
mailed but in no event later than the date of actual receipt. Notices shall be
directed, if to the Participant, at the Participant's address indicated by the
Company's records, or if to the Company, at the Company's principal executive
office.

     13. FRACTIONAL SHARES. In lieu of issuing a fraction of a share upon any
exercise of the Option, the Company will be entitled to pay to the Participant
an amount equal to the fair market value of such fractional share.

     14. NO SHAREHOLDER RIGHTS. The Participant shall not have any rights of a
shareholder with respect to the shares subject to the Option, until a stock
certificate has been duly issued following exercise of the Option as provided
herein.


                                        6



     15. AMENDMENT. This Agreement may be amended by written agreement of the
Participant and the Company, without the consent of any other person.

     16. FORFEITURE. Notwithstanding the foregoing, if, following the Date of
Termination, Participant violates any of Participant's post-termination
obligations to the Company or any Subsidiary, including, without limitation, any
obligation not to compete with the Company or any Subsidiary (regardless of
whether such obligation is enforceable under applicable law), not to solicit
employees of the Company or any Subsidiary, to maintain the confidentiality on
information belonging to the Company or any Subsidiary, or not to disparage the
Company or any Subsidiary or any of their affiliates, immediately upon demand by
the Company the Participant shall return to the Company the proceeds from this
Award to the extent received by the Participant on or after one year prior to
Date of Termination.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its name and on its behalf, all as of the Grant Date.

                                        AGCO CORPORATION


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        7



                                    EXHIBIT 1

                              NOTICE OF EXERCISE OF
                        STOCK OPTION TO PURCHASE STOCK OF
                                AGCO CORPORATION

                                        Name: __________________________________
                                        Address: _______________________________
                                                 _______________________________
                                        Date: __________________________________

AGCO Corporation
Attn: Corporate Secretary
_________________________
_________________________

Re: Exercise of Incentive Stock Option

Dear Sir or Madam:

     Subject to acceptance hereof in writing by AGCO Corporation (the "Company")
pursuant to the provisions of the AGCO Corporation 2006 Long-Term Incentive
Plan, I hereby give at least ten days but not more than thirty days prior notice
of my election to exercise options granted to me to purchase ______________
shares of Stock of the Company under the Incentive Stock Option Award Agreement
(the "Award") pursuant to the AGCO Corporation 2006 Long-Term Incentive Plan
dated as of ____________, ______. The purchase shall take place as of
____________, _____ (the "Exercise Date").

     On or before the Exercise Date, I will pay the applicable purchase price as
follows:

     [ ]  by delivery of cash or a certified check for $___________ for the
          full purchase price payable to the order of the Company.

     [ ]  by delivery of a certified check for $___________ representing a
          portion of the purchase price with the balance to consist of shares of
          Stock that I own and that are represented by a stock certificate I
          will surrender to the Company with my endorsement. If the number of
          shares of Stock represented by such stock certificate exceeds the
          number to be applied against the purchase price, I understand that a
          new stock certificate will be issued to me reflecting the excess
          number of shares.

     [ ]  by delivery of a stock certificate representing shares of Stock that
          I own which I will surrender to the Company with my endorsement as
          payment of the purchase price. If the number of shares of Stock
          represented by such certificate exceeds the number to be applied
          against the purchase price, I understand that a new certificate will
          be issued to me reflecting the excess number of shares.





     [ ]  by the Company withholding from the purchased shares a number of
          shares having an aggregate Fair Market Value on the date of exercise,
          equal to the aggregate exercise price of all options being exercised.

     Or, subject to your receipt of the written approval of the Committee (as
defined in the Plan), by _____________, ______ I will pay the purchase price by
delivery of cash or a certified check for $__________ representing all or a
portion of the purchase price with any remaining balance to consist of Stock
that I have owned for at least six months and that are represented by a stock
certificate I will surrender to the Company with my endorsement. If the number
of shares of Stock represented by such stock certificate exceeds the number to
be applied against the purchase price, I understand that a new stock certificate
will be issued to me reflecting the excess number of shares.

     As soon as the stock certificate is registered in my name, please deliver
it to me at the above address.

     If the Stock being acquired is not registered for issuance to and resale by
the Optionee pursuant to an effective registration statement on Form S-8 (or
successor form) filed under the Securities Act of 1933, as amended (the "1933
Act"), I hereby represent, warrant, covenant, and agree with the Company as
follows:

     The shares of the Stock being acquired by me will be acquired for my own
account without the participation of any other person, with the intent of
holding the Stock for investment and without the intent of participating,
directly or indirectly, in a distribution of the Stock and not with a view to,
or for resale in connection with, any distribution of the Stock, nor am I aware
of the existence of any distribution of the Stock;

     I am not acquiring the Stock based upon any representation, oral or
written, by any person with respect to the future value of, or income from, the
Stock but rather upon an independent examination and judgment as to the
prospects of the Company;

     The Stock was not offered to me by means of any publicly disseminated
advertisements or sales literature, nor am I aware of any offers made to other
persons by such means;

     I am able to bear the economic risks of the investment in the Stock,
including the risk of a complete loss of my investment therein;

     I understand and agree that the Stock will be issued and sold to me without
registration under any state law relating to the registration of securities for
sale, and will be issued and sold in reliance on the exemptions from
registration under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof
and the rules and regulations promulgated thereunder;

     The Stock cannot be offered for sale, sold or transferred by me other than
pursuant to: (A) an effective registration under the 1933 Act or in a
transaction otherwise in compliance with the 1933 Act; and (B) evidence
satisfactory to the Company of compliance with the applicable securities laws of
other jurisdictions. The Company shall be entitled to rely upon an opinion of
counsel satisfactory to it with respect to compliance with the above laws;


                                  Exhibit 1 - 2



     The Company will be under no obligation to register the Stock or to comply
with any exemption available for sale of the Stock without registration or
filing, and the information or conditions necessary to permit routine sales of
securities of the Company under Rule 144 under the 1933 Act may not now be
available and no assurance has been given that it or they will become available.
The Company is under no obligation to act in any manner so as to make Rule 144
available with respect to the Stock;

     I have and have had complete access to and the opportunity to review and
make copies of all material documents related to the business of the Company,
including, but not limited to, contracts, financial statements, tax returns,
leases, deeds and other books and records. I have examined such of these
documents as I wished and am familiar with the business and affairs of the
Company. I realize that the purchase of the Stock is a speculative investment
and that any possible profit therefrom is uncertain;

     I have had the opportunity to ask questions of and receive answers from the
Company and any person acting on its behalf and to obtain all material
information reasonably available with respect to the Company and its affairs. I
have received all information and data with respect to the Company which I have
requested and which I have deemed relevant in connection with the evaluation of
the merits and risks of my investment in the Company;

     I have such knowledge and experience in financial and business matters that
I am capable of evaluating the merits and risks of the purchase of the Stock
hereunder and I am able to bear the economic risk of such purchase; and

     The agreements, representations, warranties and covenants made by me herein
extend to and apply to all of the Stock of the Company issued to me pursuant to
this Award. Acceptance by me of the certificate representing such Stock shall
constitute a confirmation by me that all such agreements, representations,
warranties and covenants made herein shall be true and correct at that time.

     I understand that the certificates representing the shares being purchased
by me in accordance with this notice shall bear a legend referring to the
foregoing covenants, representations and warranties and restrictions on
transfer, and I agree that a legend to that effect may be placed on any
certificate which may be issued to me as a substitute for the certificates being
acquired by me in accordance with this notice.

                                        Very truly yours,


                                        ---------------------------------------

AGREED TO AND ACCEPTED:

AGCO CORPORATION


By:
    ---------------------------------
Title:
       ------------------------------

Number of Shares Exercised:
                            ------------
Number of Shares Remaining:              Date:
                            ------------       ---------------------------------


                                  Exhibit 1 - 3



                                    EXHIBIT 2

                         NOTICE OF WITHHOLDING ELECTION
                          INCENTIVE STOCK OPTION AWARD
                        PURSUANT TO THE AGCO CORPORATION
                          2006 LONG-TERM INCENTIVE PLAN

TO:   _____________________________________

FROM: _____________________________________

RE: Withholding Election

This election relates to the Option identified in Paragraph 3 below. I hereby
certify that:

(1)  My correct name and social security number and my current address are set
     forth at the end of this document.

(2)  I am (check one, whichever is applicable).

     [ ]  the original recipient of the Option.

     [ ]  the legal representative of the estate of the original recipient of
          the Option.

     [ ]  the legal guardian of the original recipient of the Option.

     [ ]  an Immediate Family Member other than the original recipient of the
          Option.

(3)  The Option to which this election relates was issued under the AGCO
     Corporation 2006 Long-Term Incentive Plan (the "Plan") in the name of
     _________________________ for the purchase of a total of _________ shares
     of Stock of the Company. This election relates to _______________ shares of
     Stock issuable upon exercise of the Option, provided that the numbers set
     forth above shall be deemed changed as appropriate to reflect the
     applicable Plan provisions.

(4)  In connection with any exercise of the Option with respect to the Stock, I
     hereby elect one or more of the following:

     [ ]  to pay cash or certified check in the amount of $_______ to be
          applied to pay federal, state, and local, if any, taxes arising from
          the exercise.

     [ ]  to pay the full federal, state, and local, if any, taxes arising
          from the exercise in cash or certified check.

     [ ]  to have certain of the shares issuable pursuant to the exercise
          withheld by the Company for the purpose of having the value of the
          shares applied to pay federal, state, and local, if any, taxes arising
          from the exercise.



     [ ]  to tender shares held by me prior to the exercise of the Option for
          the purpose of having the value of the shares applied to pay such
          taxes.

     The shares to be withheld or tendered, as applicable, shall have, as of the
     Tax Date applicable to the exercise, a Fair Market Value equal to the
     minimum statutory tax withholding requirement under federal, state, and
     local law in connection with the exercise.

(5)  This Withholding Election is made no later than the Tax Date and is
     otherwise timely made pursuant to the Plan.

(6)  I understand that this Withholding Election may not be revised, amended or
     revoked by me.

(7)  The Plan has been made available to me by the Company. I have read and
     understand the Plan and I have no reason to believe that any of the
     conditions to the making of this Withholding Election have not been met.

(8)  Capitalized terms used in this Notice of Withholding Election without
     definition shall have the meanings given to them in the Plan.


Dated:
       -----------------------------    ----------------------------------------
                                        Signature

- ------------------------------------    ----------------------------------------
Social Security Number                  Name (Printed)

                                        ----------------------------------------
                                        Street Address

                                        ----------------------------------------
                                        City, State, Zip Code


                                  Exhibit 1 - 2

                                                                    EXHIBIT 10.4

                                AGCO CORPORATION
                          2006 LONG-TERM INCENTIVE PLAN

                       STOCK APPRECIATION RIGHTS AGREEMENT

     THIS AGREEMENT, entered into as of the Grant Date (as defined in Section
1), by and between the Participant and AGCO Corporation (the "Company");

     WHEREAS, the Company maintains the AGCO Corporation 2006 Long-Term
Incentive Plan (the "Plan"), which is incorporated into and forms a part of this
Agreement, and the Participant has been selected by the committee administering
the Plan (the "Committee") to receive a stock appreciation right ("SAR") Award
under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

     1. TERMS OF AWARD AND DEFINITIONS. The following terms used in this
Agreement shall have the meanings set forth in this Section 1:

          (a) DATE OF TERMINATION. The Participant's "Date of Termination" shall
     be the first day occurring on or after the Grant Date on which the
     Participant is neither employed by the Company or any Subsidiary, a
     director of the Company or any Subsidiary, an independent contractor
     performing services for the Company or any Subsidiary nor providing
     services as a consultant to the Company or any Subsidiary; provided that a
     termination shall not be considered to have occurred while the Participant
     is on an approved leave of absence from the Company or a Subsidiary. If, as
     a result of a sale or other transaction, a Participant who is an employee
     ceases to be an employee of the Company or any Subsidiary (and the
     Participant's employer is or becomes an entity that is separate from the
     Company or any Subsidiary), the occurrence of such transaction shall be
     treated as the Participant's Date of Termination caused by the Participant
     being discharged by the employer.

          (b) DESIGNATED BENEFICIARY. The "Designated Beneficiary" shall be the
     beneficiary or beneficiaries designated by the Participant in a writing
     filed with the Committee in such form and at such time as the Committee
     shall require.

          (c) DISABILITY. Except as otherwise provided by the Committee, the
     Participant shall be considered to have a "Disability" if he is eligible
     for disability payments under the Company's long-term disability plan.

          (d) EXERCISE PRICE. The "Exercise Price" is $____________ per SAR.



          (e) GOOD CAUSE. With respect to any dismissal of the Participant from
     his or her employment with the Company or any Subsidiary, shall mean (i) if
     the Participant is a party to an employment agreement with the Company or
     any Subsidiary that defines "cause," "good cause" or a similar term, "Good
     Cause" shall mean such term as so defined, and (ii) otherwise (A) the
     conviction of the Participant of, or the entry of a plea of guilty, first
     offender probation before judgment, or nolo contendere by the Participant
     to, any felony; (B) fraud, misappropriation or embezzlement by the
     Participant; (C) the Participant's willful failure or gross negligence in
     the performance of his assigned duties for the Company or any Subsidiary;
     (D) the Participant's failure to follow reasonable and lawful directives of
     his supervisor or his breach of his fiduciary duty to the Company or any
     Subsidiary; (E) any act or omission of the Participant that has a
     demonstrated and material adverse impact on the Company's or any
     Subsidiary's business or reputation for honesty and fair dealing, other
     than an act or failure to act by the Participant in good faith and without
     reason to believe that such act or failure to act would adversely impact on
     the Company's or any Subsidiary's business or reputation for honesty and
     fair dealing; or (F) the breach by the Participant of any confidentiality
     or non-competition agreement in favor of the Company or any Subsidiary.

          (f) GRANT DATE. The "Grant Date" is ____________________________.

          (g) IMMEDIATE FAMILY. "Immediate Family" shall mean the Participant's
     spouse, parents, children, stepchildren, adoptive relationships, sisters,
     brothers and grandchildren and, for this purpose, shall also include the
     Participant.

          (h) PARTICIPANT. The "Participant" is __________________________.

          (i) SARS. The number of "SARs" shall be _______________. The award of
     SARs does not entitle the Participant to any rights as a shareholder of the
     Company with respect to the SARs, including accounting of the payment of
     dividends on the Company's Stock during the period prior to the exercise of
     the SARs.

          (j) RETIREMENT. "Retirement" of the Participant shall mean the
     occurrence of the Participant's Date of Termination on or after the date
     the Participant attains age 65 or such earlier date as may be approved by
     the Committee in its sole discretion.

     Except where the context clearly implies or indicates the contrary, a word,
     term, or phrase used in the Plan is similarly used in this Agreement.

     2. AWARD AND EXERCISE PRICE. This Agreement specifies the terms of the SARs
granted to the Participant and the Exercise Price per SAR as set forth in
Section 1.

     3. DATE OF EXERCISE.

          (a) Subject to the limitations of this Agreement, the SARs shall be
     exercisable according to the following schedule, with respect to each
     installment shown in the


                                       2



     schedule on and after the Vesting Date applicable to such installment (each
     an "Installment"):


                                       3



          (b)



                                 VESTING DATE APPLICABLE TO
          INSTALLMENT                   INSTALLMENT
          -----------            --------------------------
                     
                         [FIRST YEAR ANNIVERSARY OF THE GRANT DATE]
                        [SECOND YEAR ANNIVERSARY OF THE GRANT DATE]
                         [THIRD YEAR ANNIVERSARY OF THE GRANT DATE]
                        [FOURTH YEAR ANNIVERSARY OF THE GRANT DATE]


          (c) An Installment shall not become exercisable on the otherwise
     applicable Vesting Date if the Participant's Date of Termination (as
     defined in Section 8) occur on or before such Vesting Date. Notwithstanding
     the foregoing provisions of this Section 3, the SARs shall become
     exercisable (to the extent not then otherwise exercisable) as follows:

               (i) The SARs shall become fully exercisable upon the
          Participant's Date of Termination, if the Participant's Date of
          Termination occurs by reason of the Participant's death or Disability.

               (ii) The SARs shall become fully exercisable upon a Change in
          Control, if the Participant's Date of Termination does not occur on or
          before the Change in Control.

          (d) Otherwise, the SARs may be exercised on or after the Date of
     Termination only as to that portion of the Covered Shares as to which they
     were exercisable immediately prior to the Date of Termination, or as to
     which they became exercisable on the Date of Termination in accordance with
     this Section 3.

     4. EXPIRATION. The SARs shall not be exercisable after the Company's close
of business on the last business day that occurs prior to the Expiration Date.
The "Expiration Date" shall be earliest to occur of:

          (a) The seven-year anniversary of the Grant Date;

          (b) If the Participant's Date of Termination occurs by reason of
     death, Disability or Retirement, the one-year anniversary of such Date of
     Termination;

          (c) If the Participant's Date of Termination occurs for reasons other
     than death, Disability, Retirement, or Good Cause the 90-day anniversary of
     such Date of Termination; or

          (d) The date the Participant is dismissed from the Company for Good
     Cause.

     5. EXERCISE OF SARS. At any time at which the Participant may exercise the
SARs in accordance with the provisions of this Agreement, such SARs may be
exercised by filing a


                                       4



written notice with the Secretary of the Company at its corporate headquarters.
The right to exercise one or more SARs shall expire in accordance with the
provisions of this Agreement. Upon the exercise of a SAR, the Participant shall
receive an amount from the Company which is equal to the excess of the Fair
Market Value of a share of Stock on the date of exercise over the Exercise Price
of one share of Stock. Such amount shall be paid to the Participant, in shares
of Stock (based on the Fair Market Value of such shares on the date of
exercise).

     6. WITHHOLDING. To the extent necessary, the Participant must satisfy his
federal, state, and local, if any, withholding taxes imposed by reason of the
exercise of the SAR either by paying to the Company the full amount of the
withholding obligation (i) in cash; (ii) by tendering shares of Stock which are
owned by the Participant prior to the date of exercise having a Fair Market
Value equal to the withholding obligation (a "Withholding Election"); (iii) by
electing, irrevocably and in writing (also a "Withholding Election"), to have
the smallest number of whole shares of Stock withheld by the Company which, when
multiplied by the Fair Market Value of the Stock as of the date the SAR is
exercised, is sufficient to satisfy the amount of withholding tax; or (iv) by
any combination of the above. Participant may make a Withholding Election only
if the following conditions are met:

          (a) The Withholding Election is made on or prior to the date on which
     the amount of tax required to be withheld is determined (the "Tax Date") by
     executing and delivering to the Company a properly completed Notice of
     Withholding Election in substantially the form attached hereto as Exhibit
     1; and

          (b) Any Withholding Election will be irrevocable; however, the
     Committee may, in its sole discretion, disapprove and give no effect to the
     Withholding Election.

     7. TRANSFERABILITY.

          (a) Except as otherwise provided in this Section 7, the SARs are not
     transferable other than as designated by the Participant by will or by the
     laws of descent and distribution, and during the Participant's life, may be
     exercised only by the Participant.

          (b) Notwithstanding the foregoing, the Participant, with the approval
     of the Committee, may transfer the SARs for no consideration to or for the
     benefit of the Participant's Immediate Family (including, without
     limitation, to a trust for the benefit of the Participant's Immediate
     Family, subject to such limits as the Committee may establish, and the
     transferee shall remain subject to all the terms and conditions applicable
     to the SARs prior to such transfer.

          (c) The foregoing right to transfer the SARs shall apply to the right
     to consent to amendments to this Agreement and, in the discretion of the
     Committee, shall also apply to the right to transfer ancillary rights
     associated with the SARs.

     8. HEIRS AND SUCCESSORS.


                                       5



          (a) This Agreement shall be binding upon, and inure to the benefit of,
     the Company and its successors and assigns, and upon any person acquiring,
     whether by merger, consolidation, purchase of assets or otherwise, all or
     substantially all of the Company's assets and business.

          (b) If any rights exercisable by the Participant or benefits
     deliverable to the Participant under this Agreement have not been exercised
     or delivered, respectively, at the time of the Participant's death, such
     rights shall be exercisable by the Designated Beneficiary, and such
     benefits shall be delivered to the Designated Beneficiary, in accordance
     with the provisions of this Agreement and the Plan.

          (c) If a deceased Participant has failed to designate a beneficiary,
     or if the Designated Beneficiary does not survive the Participant, any
     rights that would have been exercisable by the Participant and any benefits
     distributable to the Participant shall be exercised by or distributed to
     the legal representative of the estate of the Participant.

          (d) If a deceased Participant has designated a beneficiary but the
     Designated Beneficiary dies before the Designated Beneficiary's exercise of
     all rights under this Agreement or before the complete distribution of
     benefits to the Designated Beneficiary under this Agreement, then any
     rights that would have been exercisable by the Designated Beneficiary shall
     be exercised by the legal representative of the estate of the Designated
     Beneficiary, and any benefits distributable to the Designated Beneficiary
     shall be distributed to the legal representative of the estate of the
     Designated Beneficiary.

     9. ADMINISTRATION. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding on
all persons.

     10. PLAN GOVERNS. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company; and this Agreement is subject to all interpretations,
amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan.

     11. NOT AN EMPLOYMENT CONTRACT. The SAR will not confer on the Participant
any right with respect to continuance of employment or other service with the
Company or any Subsidiary, nor will it interfere in any way with any right the
Company or any Subsidiary would otherwise have to terminate or modify the terms
of such Participant's employment or other service at any time.

     12. NOTICES. Any written notices provided for in this Agreement or the Plan
shall be in writing and shall be deemed sufficiently given if either hand
delivered or if sent by fax or overnight courier, or by postage paid first class
mail. Notices sent by mail shall be deemed


                                       6



received three business days after mailed but in no event later than the date of
actual receipt. Notices shall be directed, if to the Participant, at the
Participant's address indicated by the Company's records, or if to the Company,
at the Company's principal executive office.

     13. FRACTIONAL SHARES. In lieu of issuing a fraction of a share upon any
exercise of the SARs, the Company will be entitled to pay to the Participant an
amount equal to the fair market value of such fractional share.

     14. NO RIGHTS AS SHAREHOLDER. The Participant shall not have any rights of
a shareholder with respect to the shares subject to the SAR, until a stock
certificate has been duly issued following exercise of the SAR as provided
herein.

     15. AMENDMENT. This Agreement may be amended by written Agreement of the
Participant and the Company, without the consent of any other person.

     16. FORFEITURE. Notwithstanding the foregoing, if, following the Date of
Termination, Participant violates any of Participant's post-termination
obligations to the Company or any Subsidiary, including, without limitation, any
obligation not to compete with the Company or any Subsidiary (regardless of
whether such obligation is enforceable under applicable law), not to solicit
employees of the Company or any Subsidiary, to maintain the confidentiality on
information belonging to the Company or any Subsidiary, or not to disparage the
Company or any Subsidiary or any of their affiliates, immediately upon demand by
the Company the Participant shall return to the Company the proceeds from this
Award to the extent received by the Participant on or after one year prior to
Date of Termination.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its name and on its behalf as of the Grant Date.

                                        AGCO CORPORATION


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                       7



                                    EXHIBIT 1

                         NOTICE OF WITHHOLDING ELECTION
                       STOCK APPRECIATION RIGHTS AGREEMENT
                        PURSUANT TO THE AGCO CORPORATION
                          2006 LONG-TERM INCENTIVE PLAN

TO:   __________________________________

FROM: __________________________________

RE: Withholding Election

This election relates to the SAR identified in Paragraph 3 below. I hereby
certify that:

(1)  My correct name and social security number and my current address are set
     forth at the end of this document.

(2)  I am (check one, whichever is applicable).

     [ ]  the original recipient of the SAR.

     [ ]  the legal representative of the estate of the original recipient of
          the SAR.

     [ ]  the legal guardian of the original recipient of the SAR.

     [ ]  an Immediate Family Member other than the original recipient of the
          SAR.

(3)  The SAR to which this election relates was issued under the AGCO
     Corporation 2006 Long-Term Incentive Plan (the "Plan") in the name of
     ____________________________ for the value appreciation of a total of
     ____________ shares of Stock of the Company. This election relates to
     ________________ shares of Stock, the appreciation of which is payable upon
     exercise of the SAR, provided that the numbers set forth above shall be
     deemed changed as appropriate to reflect the applicable Plan provisions.

(4)  In connection with any exercise of the SAR with respect to the Stock, I
     hereby elect one or more of the following:

     [ ]  to pay cash or certified check in the amount of $_______ to be applied
          to pay federal, state, and local, if any, taxes arising from the
          exercise.

     [ ]  to pay the full federal, state, and local, if any, taxes arising from
          the exercise in cash or certified check.


                                       8



     [ ]  to have certain of the shares issuable pursuant to the exercise
          withheld by the Company for the purpose of having the value of the
          shares applied to pay federal, state, and local, if any, taxes arising
          from the exercise.

     [ ]  to tender shares held by me prior to the exercise of the SAR for the
          purpose of having the value of the shares applied to pay such taxes.

     The shares to be withheld or tendered, as applicable, shall have, as of the
     Tax Date applicable to the exercise, a Fair Market Value equal to the
     minimum statutory tax withholding requirement under federal, state, and
     local law in connection with the exercise.

(5)  This Withholding Election is made no later than the Tax Date and is
     otherwise timely made pursuant to the Plan.

(6)  I understand that this Withholding Election may not be revised, amended or
     revoked by me.

(7)  The Plan has been made available to me by the Company. I have read and
     understand the Plan and I have no reason to believe that any of the
     conditions to the making of this Withholding Election have not been met.

(8)  Capitalized terms used in this Notice of Withholding Election without
     definition shall have the meanings given to them in the Plan.


Dated:
       ------------------------------   ----------------------------------------
                                        Signature

- -------------------------------------   ----------------------------------------
Social Security Number                  Name (Printed)

                                        ----------------------------------------
                                        Street Address

                                        ----------------------------------------
                                        City, State, Zip Code


                                       9

                                                                    EXHIBIT 10.5

                                AGCO CORPORATION
                       2006 LONG-TERM STOCK INCENTIVE PLAN

                           RESTRICTED STOCK AGREEMENT

     THIS AGREEMENT, entered into as of the Grant Date (as defined in Section
1), by and between the Participant and AGCO Corporation (the "Company");

     WHEREAS, the Company maintains the AGCO Corporation 2006 Long-Term
Incentive Plan (the "Plan"), which is incorporated into and forms a part of this
Agreement, and the Participant has been granted a Restricted Stock Award under
the Plan by the Committee as part of the Participant's compensation for service
as a member of the Board of the Company;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

     1. TERMS OF AWARD AND DEFINITIONS. The following terms used in this
Agreement shall have the meanings set forth in this Section 1:

               (a) DESIGNATED BENEFICIARY. The "Designated Beneficiary" shall be
          the beneficiary or beneficiaries designated by the Participant in a
          writing filed with the Committee in such form and at such time as the
          Committee shall require.

               (b) GRANT DATE. The "Grant Date" is ___________ ____, 20___.

               (c) PARTICIPANT. The "Participant" is _________________________.

               (d) RESTRICTED PERIOD. The "Restricted Period" is the period
          beginning on the Grant Date and ending at 4:00 p.m. EST on third
          anniversary of the Grant Date..

               (e) RESTRICTED STOCK. The number of shares of "Restricted Stock"
          awarded under this Agreement shall be _______________ shares, which is
          the number of whole shares which, as of the Grant Date, have a value
          equivalent to $___________. Shares of "Restricted Stock" are shares of
          Stock granted under this Agreement and are subject to the terms of
          this Agreement and the Plan.

     Except where the context clearly implies or indicates the contrary, a word,
     term, or phrase used in the Plan is similarly used in this Agreement.

     2. AWARD. The Participant is hereby granted the number of shares of
Restricted Stock set forth in Section 1.



     3. DIVIDENDS AND VOTING RIGHTS. The Participant shall be entitled to
receive any dividends paid with respect to shares of Restricted Stock that
become payable during the Restricted Period; provided, however, that no
dividends shall be payable to or for the benefit of the Participant with respect
to record dates occurring prior to the Grant Date. The Participant shall be
entitled to vote the shares of Restricted Stock during the Restricted Period;
provided, however, that the Participant shall not be entitled to vote the shares
with respect to record dates for such voting rights arising prior to the Grant
Date.

     4. TRANSFER OF SHARES.

               (a) At the end of the Restricted Period, the Participant shall
          own the shares subject hereto free of all restrictions otherwise
          imposed by this Agreement.

               (b) Otherwise, shares of Restricted Stock may not be sold,
          assigned, transferred, pledged or otherwise encumbered until the
          expiration of the Restricted Period or, if earlier, upon a Change in
          Control.

     5. HEIRS AND SUCCESSORS.

               (a) This Agreement shall be binding upon, and inure to the
          benefit of, the Company and its successors and assigns, and upon any
          person acquiring, whether by merger, consolidation, purchase of assets
          or otherwise, all or substantially all of the Company's assets and
          business.

               (b) If any rights exercisable by the Participant or benefits
          deliverable to the Participant under this Agreement have not been
          exercised or delivered, respectively, at the time of the Participant's
          death, such rights shall be exercisable by the Designated Beneficiary,
          and such benefits shall be delivered to the Designated Beneficiary, in
          accordance with the provisions of this Agreement and the Plan.

               (c) If a deceased Participant has failed to designate a
          beneficiary, or if the Designated Beneficiary does not survive the
          Participant, any rights that would have been exercisable by the
          Participant and any benefits distributable to the Participant shall be
          exercised by or distributed to the legal representative of the estate
          of the Participant.

               (d) If a deceased Participant has designated a beneficiary but
          the Designated Beneficiary dies before the Designated Beneficiary's
          exercise of all rights under this Agreement or before the complete
          distribution of benefits to the Designated Beneficiary under this
          Agreement, then any rights that would have been exercisable by the
          Designated Beneficiary shall be exercised by the legal representative
          of the estate of the Designated Beneficiary, and any benefits
          distributable to the Designated Beneficiary shall be distributed to
          the legal representative of the estate of the Designated Beneficiary.


                                        2



     6. ADMINISTRATION. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding on
all persons.

     7. PLAN GOVERNS. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company; and this Agreement is subject to all interpretations,
amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan.

     8. AMENDMENT. This Agreement may be amended by written Agreement of the
Participant and the Company, without the consent of any other person.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its name and on its behalf as of the Grant Date.

                                        AGCO CORPORATION


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        3

                                                                    EXHIBIT 10.6

                                AGCO CORPORATION
                       2006 LONG-TERM STOCK INCENTIVE PLAN

                           PERFORMANCE SHARE AGREEMENT

     THIS AGREEMENT, entered into as of the Grant Date (as defined in Section
1), by and between the Participant and AGCO Corporation (the "Company");

     WHEREAS, the Company maintains the AGCO Corporation 2006 Long-Term
Incentive Plan (the "Plan"), which is incorporated into and forms a part of this
Agreement, and the Participant has been selected by the committee administering
the Plan (the "Committee") to receive a Performance Share Award under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

     1. TERMS OF AWARD AND DEFINITIONS. The following terms used in this
Agreement shall have the meanings set forth in this Section 1:

          (a) DATE OF TERMINATION. The Participant's "Date of Termination" shall
     be the first day occurring on or after the Grant Date on which the
     Participant is neither employed by the Company or any Subsidiary, a
     director of the Company or any Subsidiary, an independent contractor
     performing services for the Company or any Subsidiary nor providing
     services as a consultant to the Company or any Subsidiary; provided that a
     termination shall not be considered to have occurred while the Participant
     is on an approved leave of absence from the Company or a Subsidiary. If, as
     a result of a sale or other transaction, a Participant who is an employee
     ceases to be an employee of the Company or any Subsidiary (and the
     Participant's employer is or becomes an entity that is separate from the
     Company or any Subsidiary), the occurrence of such transaction shall be
     treated as the Participant's Date of Termination caused by the Participant
     being discharged by the employer.

          (b) DESIGNATED BENEFICIARY. The "Designated Beneficiary" shall be the
     beneficiary or beneficiaries designated by the Participant in a writing
     filed with the Committee in such form and at such time as the Committee
     shall require.

          (c) DISABILITY. Except as otherwise provided by the Committee, the
     Participant shall be considered to have a "Disability" if he is eligible
     for disability payments under the Company's long-term disability plan.

          (d) GRANT DATE. The "Grant Date" is _______________________.

          (e) PARTICIPANT. The "Participant" is ____________________________.



          (f) PERFORMANCE PERIOD. The "Performance Period" is the period
     beginning on ______________________ and ending on
     _________________________.

          (g) PERFORMANCE SHARES. The number of "Performance Shares" shall be
     _____________ shares. Performance Shares granted under this Agreement are
     units that will be reflected in a book account maintained by the Company
     during the Performance Period, and that will be settled in shares of Stock
     to the extent provided in this Agreement and the Plan. The award of
     Performance Shares does not entitle the Participant to any rights as a
     shareholder of the Company with respect to the Performance Shares,
     including accounting of the payment of dividends on the Company's Stock
     during the Performance Period.

          (h) RETIREMENT. "Retirement" of the Participant shall mean the
     occurrence of the Participant's Date of Termination on or after the date
     the Participant attains age 65 or such earlier date as approved by the
     Committee in its sole discretion,

     Except where the context clearly implies or indicates the contrary, a word,
     term, or phrase used in the Plan is similarly used in this Agreement.

     2. AWARD. Subject to the terms of this Agreement and the Plan, the
Participant is hereby granted the number of Performance Shares as set forth in
Section 1.

     3. SETTLEMENT OF AWARDS.

          (a) The Company shall deliver to the Participant one share of Stock
     for each Performance Share earned by the Participant, as determined in
     accordance with the provisions of Exhibit 1, which is attached to and forms
     a part of this Agreement.

          (b) The earned Performance Shares payable to the Participant in
     accordance with the provisions of this Section 3 shall be paid solely in
     shares of Stock, except that cash shall be distributed in lieu of any
     fractional share of Stock.

     4. TIME OF PAYMENT. Except as otherwise provided in this Agreement, payment
of Performance Shares earned in accordance with the provisions of Section 3 will
be delivered as soon as practicable after the end of the Performance Period;
provided, however, that such payment shall occur within two and a half months
after the later of (i) the last day of the Participant's taxable year during
which the end of the Performance Period occurs or (ii) the last day of the
Company's taxable year during which the end of the Performance Period occurs.

     5. RETIREMENT, DISABILITY, OR DEATH DURING PERFORMANCE PERIOD. If the
Participant's employment with the Company and Subsidiaries terminates during the
Performance Period because of the Participant's Retirement, Disability, or
death, the Participant shall be entitled to a prorated value of the Performance
Shares earned in accordance with Exhibit 1, determined at the end of the
Performance Period, and based on the ratio of the number of months the
Participant is employed during the Performance Period to the total number of
months in the Performance Period.


                                        2



     6. TERMINATION OF EMPLOYMENT DURING PERFORMANCE PERIOD. If the
Participant's employment with the Company and the Subsidiaries terminates during
the Performance Period for any reason other than the Participant's Retirement,
Disability, or death, the Performance Shares granted under this Agreement will
be forfeited on the date of such termination of employment; provided, however,
that in such circumstances, the Committee, in its discretion, may determine that
the Participant will be entitled to receive a pro rata or other portion of the
Performance Shares in accordance with Exhibit 1 determined at the end of the
Performance Period.

     7. CHANGE IN CONTROL. If a Change in Control occurs during the Performance
Period, and the Participant's Date of Termination (as defined below) does not
occur before the Change in Control date, the Participant shall earn the
Performance Shares under any then uncompleted Performance Period at the greater
of (a) 100% of the Target level described in Exhibit 1 of that Performance
Period or (b) the level of performance dictated by the trend of the Company's
actual performance to date (based upon pro rating the completed fiscal years
within the Performance Period, and zero until there is a completed fiscal year)
versus the Performance Measures in Exhibit 1 of that Performance Period.
Notwithstanding the provisions of Section 3, the value of Performance Shares
earned in accordance with the foregoing provisions of this Section 7 shall be
delivered to the Participant in a lump sum cash payment as soon as practicable
after the occurrence of a Change in Control, with the value of a Performance
Share equal to the Fair Market Value of a share of Stock determined under the
provisions of Section 3 as of the date of the Change in Control. Distributions
to the Participant under Section 3 shall not be affected by payments under this
Section 7, except that before payments are made under Section 3, and after all
computations required under Section 3 have been made, the number of Performance
Shares earned by the Participant shall be reduced by the number of Performance
Shares with respect to which payment was made to the Participant under this
Section 7. The Participant shall not be required to repay any amounts to the
Company on account of any distribution made under this Section 7 for any reason,
including failure to achieve the Performance Measures.

     8. HEIRS AND SUCCESSORS.

          (a) This Agreement shall be binding upon, and inure to the benefit of,
     the Company and its successors and assigns, and upon any person acquiring,
     whether by merger, consolidation, purchase of assets or otherwise, all or
     substantially all of the Company's assets and business.

          (b) If any rights exercisable by the Participant or benefits
     deliverable to the Participant under this Agreement have not been exercised
     or delivered, respectively, at the time of the Participant's death, such
     rights shall be exercisable by the Designated Beneficiary, and such
     benefits shall be delivered to the Designated Beneficiary, in accordance
     with the provisions of this Agreement and the Plan.

          (c) If a deceased Participant has failed to designate a beneficiary,
     or if the Designated Beneficiary does not survive the Participant, any
     rights that would have been exercisable by the Participant and any benefits
     distributable to the Participant shall be exercised by or distributed to
     the legal representative of the estate of the Participant.


                                        3



          (d) If a deceased Participant has designated a beneficiary but the
     Designated Beneficiary dies before the Designated Beneficiary's exercise of
     all rights under this Agreement but before the complete distribution of
     benefits to the Designated Beneficiary under this Agreement, then any
     rights that would have been exercisable by the Designated Beneficiary shall
     be exercised by the legal representative of the estate of the Designated
     Beneficiary, and any benefits distributable to the Designated Beneficiary
     shall be distributed to the legal representative of the estate of the
     Designated Beneficiary.

     9. FORFEITURE. Notwithstanding the foregoing, if, following the Date of
Termination, Participant violates any of Participant's post-termination
obligations to the Company or any Subsidiary, including, without limitation, any
obligation not to compete with the Company or any Subsidiary (regardless of
whether such obligation is enforceable under applicable law), not to solicit
employees of the Company or any Subsidiary, to maintain the confidentiality on
information belonging to the Company or any Subsidiary, or not to disparage the
Company or any Subsidiary or any of their affiliates, immediately upon demand by
the Company the Participant shall return to the Company the proceeds from this
Award to the extent received by the Participant on or after one year prior to
Date of Termination.

     10. ADMINISTRATION. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding on
all persons.

     11. PLAN GOVERNS. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company; and this Agreement is subject to all interpretations,
amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan

     12. AMENDMENT. This Agreement may be amended by written Agreement of the
Participant and the Company, without the consent of any other person.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its name and on its behalf as of the Grant Date.

                                        AGCO CORPORATION


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        4



                                    EXHIBIT 1

                                AGCO CORPORATION
                          2006 LONG-TERM INCENTIVE PLAN

                           PERFORMANCE SHARE AGREEMENT
                         FOR: _________________________

                              PERFORMANCE MEASURES

I.   PURPOSE. The purpose of this Exhibit 1 is to set forth the Performance
     Measures that will be applied to determine the amount of the award to be
     made under the terms of the attached Performance Share Agreement (the
     "Agreement"). This Exhibit 1 is incorporated into and forms a part of the
     Agreement.

II.  REVISION OF PERFORMANCE MEASURES. The Performance Measures set forth in
     this Exhibit 1 may be modified by the Committee during, and after the end
     of, the Performance Period to reflect significant events that occur during
     the Performance Period.

III. PERFORMANCE GOALS. The Performance Goals shall be as follows:

[INSERT PERFORMANCE GOALS]

IV.  AMOUNT OF AWARD. The amount distributable to the Participant under the
     Agreement shall be determined in accordance with the following schedule:

[INSERT SCHEDULE]