SHAREHOLDER AND
REGISTRATION RIGHTS AGREEMENT 



        SHAREHOLDER
AND REGISTRATION RIGHTS AGREEMENT, dated as of August 23, 2005, by and among Gehl
Company, a Wisconsin corporation (the “Company”), Neuson Finance GmbH, a
corporation organized under the laws of Austria (the “Shareholder”), and Neuson
Kramer Baumaschinen AG, a corporation organized under the laws of Austria (the
“Parent”). 



WITNESSETH: 



        A.    WHEREAS,
the Shareholder is a direct subsidiary of Parent.  




        B.    WHEREAS,
the Shareholder is the record holder of 767,349 (1,151,023 on a           post-split
basis after giving effect to the Company’s three-for-two stock           split
payable on August 24, 2005 to shareholders of record as of August 10,
          2005) shares of the Company’s common stock, $.10 par value per share (the
          “Common Stock”).  




        C.    WHEREAS,
on July 1, 2005, the Company filed with the Securities and           Exchange Commission
(the “Commission”) a shelf registration statement           on Form S-3 (the
“Shelf Registration Statement”) relating to the           registration under
the Securities Act of 1933, as amended (the “1933           Act”), of the offer
and sale of up to $75,000,000 of the Company’s           securities, including
Common Stock.  




        D.    WHEREAS,
the Company and the Shareholder wish to amend the Shelf           Registration Statement
to register the offer and sale of up to 431,250 (646,875           on a post-split basis)
shares of Common Stock by the Shareholder.  




        E.    WHEREAS,
the Company is contemplating using the Shelf Registration           Statement for an
offering of shares of Common Stock (on or before December 31,           2005) to the
public through one or more underwriters (such offer and sale of           Common Stock
(including, without limitation, the offer and sale of the           Shareholder Shares
(as defined herein)) is referred to herein as the           “Offering”).  




        F.    WHEREAS,
the Shareholder desires to sell in the Offering up to 375,000           (562,500 on a
post-split basis) shares of Common Stock, plus up to 56,250           (84,375 on a
post-split basis) additional shares of Common Stock with respect to           any
over-allotment option granted to the underwriter(s) (collectively, the           “Shareholder
Shares”).  




        G.    WHEREAS,
the Parent desires to guaranty the obligations of the           Shareholder hereunder.  




        NOW,
THEREFORE, in consideration of the mutual covenants and promises herein made and
mutual benefits to be derived from this Agreement, it is hereby agreed as follows: 












    1.        Amendment
to Shelf Registration Statement; the Offering.  



        (a)    
               The Company shall, prior to the commencement of the Offering, amend the
Shelf                Registration Statement to cover the registration of the Shareholder
Shares.  




        (b)    
               Subject to Section 1(d), the Company shall use its commercially reasonable
               efforts to have the Shelf Registration Statement declared effective under
the                1933 Act by the Commission as soon as practicable after the filing of
the                amendment described above, and in any event prior to the commencement
of the                Offering, and to maintain the effectiveness thereof up to and
including the                consummation of the Offering.  




        (c)    
               If the Offering is commenced on or prior to December 31, 2005, then the
Company                agrees to allow the Shareholder to participate therein. If the
Offering is                commenced on or prior to December 31, 2005, then Shareholder
agrees to                participate in the Offering and sell the Shareholder Shares
therein on the same                terms and conditions of offering and sale (including,
without limitation,                purchase price and underwriting discount per share) as
agreed to by the Company                in connection with its sale of Common Stock
thereunder. In connection with the                foregoing, within five business days of
the Company’s request therefor, the                Shareholder shall deliver (i) a
Power of Attorney substantially in the form                attached hereto as Exhibit A,
duly executed by the Shareholder; (ii) a Letter of                Transmittal and Custody
Agreement substantially in the form attached hereto as                Exhibit B, duly
executed by the Shareholder; and (iii) any other documents                necessary to
facilitate the Shareholder’s participation in the Offering
               (collectively, “Registration Documents”).  




        (d)    
               If the underwriter or underwriters in the Offering advise the Company in
writing                that the number of shares of Common Stock proposed to be sold in
the Offering                exceeds the number that can be sold without having a material
adverse effect on                the success of the Offering, including without
limitation an impact on the                selling price, then any required reduction in
the aggregate number of shares of                Common Stock to be sold in the Offering
shall be made on a pro rata basis based                on the number of shares of Common
Stock to be sold by each of the Company and                the Shareholder as originally
reflected in any preliminary prospectus supplement                filed with the
Commission in connection with the Offering. Any sale of shares of                Common
Stock pursuant to an over-allotment option granted to the underwriter(s)
               in the Offering shall be allocated on a pro rata basis based on the number
of                shares of Common Stock sold by each of the Company and the Shareholder
on a firm                commitment basis in the Offering.  




        (e)    
               Notwithstanding any provision in this Agreement to the contrary, the
Company                may, in its discretionary judgment for any reason whatsoever and
without the                consent of the Shareholder, withdraw the Shelf Registration
Statement or abandon                the Offering.  




        (f)    
               The Company agrees to reimburse the Shareholder for the Shareholder’s
               reasonable attorneys’ fees and expenses incurred in connection with
the                Offering; provided that the Company shall not be required to
reimburse                any of the Shareholder’s fees and expenses that exceed
$25,000.                Additionally, the Company agrees to pay all other costs and
expenses incurred by                the Company associated with the Shelf Registration
Statement and the Offering                (including, without limitation, all legal and
accounting fees and expenses,                printing costs and filing fees incurred by
the Company).  




2 











    2.        Piggy
Back Registration Rights.  



        (a)    
               If, at any time during the period commencing on January 1, 2006 and ending
on                the earlier of (x) December 31, 2007 or (y) the date on which
the                Shareholder is no longer an “affiliate” of the Company
               (“Affiliate”), as defined in Rule 12b-2 under the Securities
Exchange                Act of 1934, as amended, (1) the Shareholder has not sold at
least 300,000                (450,000 on a post-split basis) Shareholder Shares in the
Offering and (2) the                Company shall determine to sell shares of Common
Stock in an underwritten public                offering for cash, then the Company shall
give 20 days written notice thereof to                the Shareholder; provided,
however, that the Company shall not be                required to give such notice
to the Shareholder if (i) the proposed registration                is not to be made on
Commission Forms S-1, S-2 or S-3 (or the successors to such                forms); or
(ii) is (A) a registration of securities other than Common Stock                (it
being understood that a registration solely of securities which may be
               convertible into Common Stock shall be deemed to be a registration of
securities                other than Common Stock); (B) a registration of a stock option,
incentive                compensation, profit sharing or other employee benefit plan or
of securities                issued or issuable pursuant to any such plan; or (C) a
registration of                securities proposed to be issued in exchange for
securities or assets of, or in                connection with a merger, share exchange,
consolidation or other business                combination involving, another corporation
or entity.  




        (b)    
               Subject to Section 2(c), upon receiving any notice required under Section
2(a),                if the Shareholder desires to sell shares of Common Stock pursuant
to such a                registration statement, then it shall provide to the Company,
within 15 days                after the date of the Company’s notice, written notice
(the “Piggy                Back Registration Request”) of such desire and the
number of shares of                Common Stock that the Shareholder wishes to be
registered, such number not to                exceed the total number of Shareholder
Shares, less any Shareholder Shares sold                in the Offering. Such Piggy Back
Registration Request shall be accompanied by                the Registration Documents.
The Company will use its best efforts to register                all of the Shareholder
Shares requested to be registered by the Shareholder in                its Piggy Back
Registration Request concurrently with the registration of Common                Stock by
the Company on its own behalf and on the same terms and conditions of
               offering and sale as contemplated and agreed to by the Company (“Piggy
Back                Registration”). If the Shareholder requests to participate in
any Piggy                Back Registration, then it must sell the shares of Common Stock
subject thereto                on the same terms and conditions of offering and sale
(including, without                limitation, purchase price and underwriting discount
per share) as agreed to by                the Company in connection with its sale of
Common Stock thereunder.  




        (c)    
               If the underwriter or underwriters in any offering pursuant to a Piggy
Back                Registration pursuant to this Section 2 advise the Company in
writing that                the number of shares of Common Stock proposed to be sold in
such offering                exceeds the number that can be sold without having a
material adverse effect on                the success of the offering, including without
limitation an impact on the                selling price, then any required reduction in
the number of shares of Common                Stock shall be made on a pro rata basis
based on the number of shares of Common                Stock to be sold by each of the
Company and the Shareholder.  






3 








    3.        Demand
Registration.  




        (a)    
               If, at any time during the period commencing on January 1, 2006 and ending
on                the earlier of (x) December 31, 2007 or (y) the date on which
the                Shareholder is no longer an Affiliate, the Shareholder has not sold at
least                300,000 (450,000 on a post-split basis) Shareholder Shares in the
aggregate                pursuant to Sections 1 or 2 hereof, then the Shareholder may
make a written                request of the Company (“Demand Registration Request”)
to file a                registration statement (“Demand Registration Statement”)
under the                1933 Act with the Commission covering the proposed sale to the
public of a                specified number of shares of Common Stock, such number not to
exceed the total                number of Shareholder Shares, less any Shareholder Shares
sold pursuant to                Sections 1 and 2 hereof. Any such Demand
Registration Request shall be                accompanied by Registration Documents duly
executed by the Shareholder.  




        (b)    
               Subject to Section 4, upon receipt of a Demand Registration Request in
               compliance with Section 3(a) from the Shareholder, the Company shall, as
               promptly as practicable, and in any event within 60 days after the receipt
of                the Demand Registration Request, prepare and file with the Commission a
               registration statement, on such form as it may determine in its reasonable
               judgment to be appropriate, covering such proposed sale of all shares of
Common                Stock requested to be registered pursuant to the Demand
Registration Statement.                Alternatively, the Company may promptly deliver to
the Shareholder an                instruction that the Shareholder will be permitted to
utilize the available                capacity under the Shelf Registration Statement with
respect to the Shareholder                Shares (a “Shelf Instruction”), in
which case the Company shall, as                promptly as practicable, and in any event
within 60 days after the receipt of                the Demand Registration Request,
prepare and file with the Commission a                prospectus supplement (which may be
a preliminary prospectus supplement or a                definitive prospectus supplement
as directed by the Shareholder) covering such                proposed sale of all shares
of Common Stock requested to be registered. The                public offering of shares
of Common Stock to be covered by the Demand                Registration Statement or the
Shelf Registration Statement under this Section 3                shall be either (i) a
firm commitment underwritten offering (providing for a                broad distribution
of the shares to be sold) utilizing one or more underwriters                selected
jointly by the Company and the Shareholder or (ii) a sale of shares in
               open market transactions into a diverse market of purchasers effected on
such                primary market or exchange on which the Common Stock is then traded.
               Notwithstanding the foregoing, the Shareholder may, in its discretionary
               judgment for any reason whatsoever, withdraw a Demand Registration Request
upon                notice in writing to the Company at any time prior to the effective
date of the                registration statement with respect to such Demand
Registration, and, in that                event, such Demand Registration Request shall
not be treated as a Demand                Registration for purposes of this Section 3; provided,
however,                that the Shareholder shall be obligated to reimburse the
Company for its                reasonable fees and expenses incurred in connection with
the withdrawn request.  




        (c)    
               Subject to Section 4, the Company will use its commercially reasonable
efforts                to have the Demand Registration Statement or the Shelf
Registration Statement,                as the case may be, declared effective under the
1933 Act by the Commission as                soon as practicable after the filing thereof
(if the Company elects to file a                Demand Registration Statement) and to
maintain the effectiveness of the Demand                Registration Statement or the
Shelf Registration Statement, as the case may be,                for a period of at least
120 days from the effective date of the Demand                Registration Statement or
the date of the prospectus supplement filed with                respect to a Shelf
Instruction, respectively.  




4 










        (d)    
               The Company shall only be required to file one Demand Registration
Statement or                deliver one Shelf Instruction for the benefit of the
Shareholder hereunder; provided, however, that a Demand Registration
Statement filed, or                the Shelf Instruction delivered, by the Company
pursuant to this Section 3 shall                not fulfill such requirement until the
Demand Registration Statement or the                Shelf Registration Statement, as the
case may be, has become effective under the                1933 Act and been maintained
effective for the applicable 120-day period                specified in Section 3(c).  




        (e)    
               The Company shall be entitled to include, as part of any offering pursuant
to a                Demand Registration Request, additional shares of Common Stock
proposed to be                sold by the Company and/or other shareholders of the
Company; provided, however, that the rights of the Company and/or such
other shareholders to                include Common Stock under such offering shall be
subordinate in all respects to                the prior rights of the Shareholder to
include shares of Common Stock thereunder                if a conflict of interest
thereunder shall occur among such parties; provided, further, that if the
underwriter or underwriters in such                offering advise the Company in writing
that the number of shares of Common Stock                proposed to be sold in such
offering exceeds the number that can be sold without                having a material
adverse effect on the success of the offering, including                without
limitation an impact on the selling price, then any required reduction                of
the number of shares of Common Stock shall be as follows: first, the shares
               of Common Stock of the Company and/or other shareholders of the Company,
and                second, the Shareholder Shares.  




    4.        Denial,
Postponement or Suspension of Demand Registration.  



        (a)    
               If the Company receives a Demand Registration Request in compliance with
Section                3(a) and is then contemplating filing with the Commission within
the next 75                days a registration statement or otherwise commencing an
offering which (in                either event) would trigger the application of Piggy
Back Registration rights of                the Shareholder under Section 2 hereof, then
the Company may deny the Demand                Registration Request; provided, however,
that within such 75-day                period the Company must (a) file a
registration statement under the 1933                Act and use its commercially
reasonable efforts to cause such registration                statement to become
effective and (b) allow the Shareholder the opportunity                to register
for sale under the 1933 Act the number of shares of Common Stock                specified
in the Demand Registration Request. The Company shall give prompt                written
notice to the Shareholder of any such denial. If the Company does not
               provide the Shareholder with the opportunity to participate in such a
Piggy Back                Registration within such 75-day period, then such Demand
Registration Request                shall be automatically and immediately reinstated.  




        (b)    
               The Company will be entitled to postpone for up to 120 days during any
365-day                period, which period shall give effect to any suspension period
permitted under                Section 4(a), the filing with the Commission of the Demand
Registration                Statement or the prospectus supplement relating to a Shelf
Instruction, and to                suspend sales thereunder for up to 120 days, if the
Board of Directors of the                Company (acting by resolution) shall have
determined in good faith that                proceeding with the Demand Registration
Request at such time would have a                material adverse effect on the Company
or the Company shall have determined upon                the advice of counsel that it
would be required to disclose any actions taken or                proposed to be taken by
the Company in good faith and for valid business                reasons, including
without limitation, the acquisition or divestiture of assets,                which
disclosure would have a material adverse effect on the Company or on such
               actions; provided, however, that in computing the 120-day
period                for which the Company is required to maintain effectiveness of the
Demand                Registration Statement or the Shelf Registration Statement pursuant
to Section                3(c) hereof, the period of any such suspension shall not be
included. The                Company shall give prompt written notice to the Shareholder
of any such                postponement or suspension and shall likewise give prompt
written notice to the                Shareholder of termination of such postponement or
suspension. The Shareholder                hereby agrees to postpone the sale of any
shares of Common Stock registered                pursuant to the Demand Registration
Statement or Shelf Registration Statement,                as the case may be, during any
postponement or suspension of sales of Common                Stock thereunder by the
Company permitted under this Section 4(b).  




5 










    5.        Expenses.
Except as set forth in Section 1(f), the Shareholder and Parent                shall pay
(a) the expenses of any attorneys, accountants or other advisors or
               professionals which any of them engage in connection with the sale of
shares of                Common Stock by the Shareholder pursuant to this Agreement and
(b) all                underwriting or brokerage commissions and discounts associated
with the shares                of Common Stock sold by the Shareholder pursuant to this
Agreement. The Company                shall pay all other costs and expenses incurred by
it associated with the Shelf                Registration Statement, the Demand
Registration Statement or any Piggy Back                Registration (including, without
limitation, all legal and accounting fees and                expenses, printing costs and
filing fees incurred by the Company).  



    6.        Holdback
Agreement; Further Cooperation; Confidentiality.  



        (a)    
               By execution of this Agreement, the Shareholder hereby agrees (to the
extent                requested in writing by the underwriter for any offering) that,
prior to the                earlier of December 31, 2007, or the date on which the
Shareholder is no                longer an Affiliate, it will not offer, sell or
otherwise dispose of any shares                of Common Stock owned by the Shareholder,
in the open market or otherwise,                during the period commencing with the
execution of an applicable underwriting                agreement and ending on the 90th
day after the date of the final prospectus for                an underwritten public
offering or distribution of Common Stock (or any security                convertible into
or exchangeable for Common Stock) by the Company, other than as                allowed
under this Agreement. Without limiting the generality of Section 6(b)
               hereof and in addition to the foregoing sentence, the Shareholder agrees
that                the underwriting agreement to be executed in connection with the
Offering and                any underwriting agreement to be executed in connection with
an offering made in                accordance with Section 2 or Section 3 is expected to
include a customary                lock-up agreement, which will be entered into by the
directors and executive                officers of the Company as well as the
Shareholder, and which will extend for a                period of 90 days following the
pricing of the Offering, which period may be                extended upon notice to the
Shareholder under certain circumstances where the                Company announces
earnings or material news or a material event during the last                17 days of
the 90-day period or if, prior to the expiration of the 90-day                period, the
Company announces that it will release earnings within the 16-day                period
after the last day of the 90-day period, all on terms reasonably
               acceptable to the underwriters of the Offering and any other offering made
in                accordance with Section 2 or Section 3.  




        (b)    
               In connection with the Shelf Registration Statement, the Demand
Registration                Statement or any Piggy Back Registration, the Shareholder
will furnish or cause                to be furnished such further written information
with respect thereto, and use                commercially reasonable efforts to render
such further cooperation, to the                Company, any underwriter and any
broker-dealer as the Company, such underwriter                or broker-dealer may
reasonably request. The Shareholder hereby agrees to                execute and enter
into customary underwriting documents in connection therewith                as are
reasonably requested by the managing underwriter of such offering or by
               the Company.  




6 











        (c)    
               Upon receiving any notice from the Company hereunder respecting any
contemplated                or pending registration statement of or offering by the
Company, the Shareholder                shall strictly maintain the confidentiality of
such contemplated or pending                registration statement or offering and shall
make no public disclosures or                comments with respect thereto, except as may
be required by applicable laws and                regulations, and shall trade in the
Company’s securities while in                possession of such nonpublic
information only in accordance with applicable laws                and regulations.  




    7.        Indemnification
and Contribution.  



        (a)    
               In connection with the registration of any Shareholder Shares pursuant to
this                Agreement, the Company (except in instances in which the Shareholder
is                obligated to provide indemnification as provided below) shall indemnify
and hold                harmless the Shareholder and its respective officers, directors
and controlling                persons from any and all loss, liability, claims, damages
and expenses                (including reasonable attorneys’ fees and disbursements)
incurred by them                insofar as such losses, liabilities, claims, damages and
expenses arise out of                or are based upon any untrue statement or alleged
untrue statement of a material                fact contained in the registration
statement or prospectus covering the shares                of Common Stock to be sold, or
any amendment or supplement thereto, or arise out                of or are based upon the
omission or alleged omission to state therein a                material fact required to
be stated therein or necessary to make the statements                therein, in light of
the circumstances under which they were made, not                misleading. The
Shareholder shall indemnify and hold harmless the Company (and,                if
applicable, its officers, directors, partners and controlling persons) from
               any and all loss, liability, claims, damages and expenses (including
reasonable                attorneys’ fees and disbursements) incurred by them
insofar as such losses,                liabilities, claims, damages and expenses arise
out of or are based upon any                untrue statement or alleged untrue statement
of a material fact furnished by the                Shareholder to the Company in writing
for use in such registration statement or                prospectus related thereto, or
any amendment or supplement thereto, or arise out                of or are based upon the
omission or alleged omission to state therein a                material fact required to
be stated therein or necessary to make the statements                made therein, in
light of the circumstances in which they were made, not                misleading; provided,
however, that the Shareholder shall only be                liable in any such case
to the extent that any such loss arises out of or is                based upon any such
untrue statement or alleged untrue statement or omission or                alleged
omission made therein in reliance upon and in conformity with                information
relating to the Shareholder as furnished in writing to the Company                by or
on behalf of the Shareholder expressly for use in the registration
               statement or prospectus covering the shares of Common Stock to be sold.  




        (b)    
               In order to provide for just and equitable contribution in circumstances
in                which the indemnification provided for in this Section 7 is for
any reason                held to be unenforceable, each indemnifying party, in lieu of
indemnifying an                indemnified party, shall contribute to the amount paid or
payable by such                indemnified party as a result of such losses, liabilities,
claims, damages,                judgments and expenses in such proportion as is
appropriate to reflect the                relative fault of the indemnifying party on the
one hand and of the indemnified                party (including, in each case, that of
their respective officers, directors,                employees and agents) on the other
in connection with the statements or                omissions which resulted in such
losses, liabilities, claims, damages, judgments                or expenses, as well as
any other relevant equitable considerations. The                relative fault of the
indemnifying party on the one hand and of the indemnified                person
(including, in each case, that of their respective officers, directors,
               employees and agents) on the other hand shall be determined by reference
to,                among other things, whether the untrue or alleged untrue statement of
a material                fact or the omission or alleged omission to state a material
fact relates to                information supplied by indemnifying party, on the one
hand, or by or on behalf                of the indemnified party, on the other, and the
parties’ relative intent,                knowledge, access to information and
opportunity to correct or prevent such                statement or omission. The amount
paid or payable by a party as a result of the                losses, liabilities, claims,
damages, judgments and expenses referred to above,                subject to the
provisions set forth in Section 7 (c) below, shall be deemed to                include
any legal or other fees or expenses reasonably incurred by such party in
               connection with investigating or defending any action or claim.  





7 









        (c)    
               The Company and the Shareholder each agree that it would not be just and
               equitable if contribution pursuant to this Section 7 were determined by
pro rata                allocation or by any other method of allocation which does not
take account of                the equitable considerations referred to in paragraph (b)
above. Notwithstanding                the provisions of this paragraph (c), the
Shareholder shall not be required to                contribute any amount in excess of
the amount by which (A) the total price at                which the shares of Common
Stock sold by the Shareholder exceeds (B) the amount                of any damages which
the Shareholder has otherwise been required to pay.  




        (d)    
               No person guilty of fraudulent misrepresentation (within the meaning of
               Section 11(f) of the 1933 Act) shall be entitled to contribution from
any                person who was not guilty of such fraudulent misrepresentation.  




    8.        Additional
Matters.  



        (a)    
               This Agreement shall be governed by and construed and interpreted in
accordance                with the internal laws of the State of Wisconsin applicable to
contracts made                and performed in Wisconsin, regardless of the fact that
individuals who are a                party hereto may be or become a resident of a state
or jurisdiction other than                Wisconsin.  




        (b)    
               Except as otherwise provided in this Agreement, all notices, requests,
demands                and other communications hereunder shall be deemed to be duly
given if delivered                by hand, if mailed by certified or registered mail with
postage prepaid or if                delivered by electronic facsimile:  




		    (i)        If
to the Company: to Gehl Company, 143 Water Street, West Bend Wisconsin 53095,
               facsimile: (262) 334-6603, Attention: Corporate Secretary (with a copy to:
Jay                O. Rothman, Foley & Lardner LLP, 777 East Wisconsin Avenue,
Milwaukee,                Wisconsin 53202; facsimile: (414) 297-4900).  







		    (ii)        If
to the Shareholder and/or Parent: to Neuson Finance GmbH, Attention:                Güenther
Binder, Hasidfeldstrasse 37, 4060 Leonding, Austria; facsimile:                0043 732
90 590 110 (with a copy to: John Giouroukakis, Latham & Watkins                LLP,
885 Third Avenue, Suite 1000, New York, New York, 10022; facsimile: (212)
               751-4864).  







		    (iii)        Any
person entitled to receive notice hereunder may change its address at which
               notice is to be received or designate another person to receive notice by
giving                notice to all other parties and persons entitled to receive notice
in the manner                provided in this Section.  







8 










        (c)    
               This instrument and the exhibits hereto embody the entire agreement
between the                parties hereto with respect to the transactions contemplated
herein and                supersede all prior agreements and understandings between the
parties.  




        (d)    
               This Agreement may be executed in counterparts, each of which shall be
deemed an                original, but which together shall constitute but one and the
same instrument.  




        (e)    
               This Agreement shall not be assigned by the Shareholder or Parent without
the                written consent of the Company and any attempted assignment without
such consent                shall be null and void and without legal effect. This
Agreement shall be binding                upon and inure to the benefit of the respective
parties hereto, any successor                and assign of the Company and, if the
consent required by this Section is                properly secured, the successors and
assigns of the Shareholder and/or Parent.                Upon any assignment by the
Shareholder or Parent hereunder, each assignee shall                become the
Shareholder or Parent, as the case may be, for all purposes under                this
Agreement. Any assignment in violation of this Section 8(e) shall be null
               and void for all purposes and the party attempting to effect such an
assignment                shall be liable for any claims against or incurred by the
nonassigning parties                as a result of such attempted assignment.  




        (f)    
               The headings used in this Agreement are for convenience only and shall not
               constitute a part of this Agreement.  




        (g)    
               This Agreement shall terminate and be of no further force or effect,
except with                respect to the provisions set forth in Section 7, which shall
survive such                termination, upon the earlier to occur of (i) the
unanimous written                agreement of the Company and the Shareholder, (ii) December
31, 2007 or                (iii) either the date on which the Shareholder has sold
at least 300,000                (450,000 on a post-split basis) shares of Common Stock in
the aggregate pursuant                to Sections 1, 2 and 3 hereof or the date that the
Shareholder has otherwise                sold at least 500,000 (750,000 on a post split
basis) shares of Common Stock in                the aggregate.  




    9.        Parent
Guaranty. Parent agrees that it will cause the Shareholder to                perform
its obligations under this Agreement and that Parent and the Shareholder
               shall be jointly and severally liable for any failure by the Shareholder
to                perform its obligations under this Agreement.  




9 











        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as
of the day and year first above written. 



		GEHL COMPANY
	

 	By:  /s/ William D. Gehl
		        Chairman and CEO
	

 	NEUSON FINANCE GMBH
	

 	By:  /s/ Güenther Binder
		        Güenther Binder
	

 	NEUSON KRAMER BAUMASCHINEN AG
	

 	By:  /s/ Hans Neunteufel
		        Hans Neunteufel
	

 	NEUSON KRAMER BAUMASCHINEN AG
	

 	By:  /s/ Güenther Binder
		        Güenther Binder





10 










	 	
Exhibit
A
to Shareholder and  
Registration Rights Agreement






GEHL COMPANY 



Common Stock
(par value
$.10 per share)  



POWER OF ATTORNEY OF SELLING
SHAREHOLDER 



        The
undersigned shareholder (“Shareholder”) of Gehl Company, a Wisconsin corporation
(“Company”), is a party to a Shareholder and Registration Rights Agreement with
the Company, dated as of August 23, 2005 (“Agreement”), pursuant to which the
Company has provided certain rights to the Shareholder to publicly sell shares of the
Company’s common stock, $.10 par value (“Common Stock”), pursuant to
certain registration statements which have been or may be filed by Company under the
Securities Act of 1933, as amended (the “1933 Act”), subject to the terms of the
Agreement. In order to facilitate the sale of its Common Stock under the terms of the
Agreement, the Shareholder is executing this Power of Attorney and is concurrently
executing and delivering a Letter of Transmittal and Custody Agreement (“Custody
Agreement”) pursuant to which the number of shares of Common Stock set forth opposite
the name of the Shareholder on the signature page hereof are initially being deposited
electronically with American Stock Transfer and Trust Company pursuant to The Depository
Trust Company’s DWAC system (“DWAC”) to hold as custodian
(“Custodian”). 



    1.       In
connection with the foregoing, the undersigned Shareholder hereby appoints
          William D. Gehl, Malcolm F. Moore, Thomas M. Rettler and Michael J. Mulcahy,
and           each of them individually, as attorneys-in-fact (collectively, the
          “Attorneys-in-Fact” and, individually, an           “Attorney-in-Fact”)
of the undersigned Shareholder, with full power           and authority in the name of,
and for and on behalf of, the undersigned           Shareholder:  



		    A.       to
do all things necessary under the Agreement to sell up to the number           (“Maximum
Number”) of shares of Common Stock set forth opposite the           name of the
Shareholder on the signature page hereof being deposited pursuant to           DWAC
herewith by or on behalf of the Shareholder with the Custodian           (“Shares”);  







		    B.       for
the purpose of effecting such sales, to negotiate, execute and deliver any
          underwriting agreement (and any amendment or supplement thereto), among the
          Company, the Shareholder, any other shareholders and any underwriters which are
          a party thereto; provided, however, that Shareholder must sell
its           Shares included in the Offering (as defined in the Agreement) or any Piggy
Back           Registration (as defined in the Agreement) on the same terms and
conditions of           offering and sale (including, without limitation, purchase price
and           underwriting discount per share), as agreed to by the Company in connection
with           its sale of Common Stock thereunder.  








A-1 









		    C.       to
give such orders and instructions to the Company, any other shareholder, any
          underwriter, any broker-dealer or the Custodian or any other person as the
          Attorneys-in-Fact or any Attorney-in-Fact individually may determine,
including,           without limitation, orders or instructions for the following: (i)
the delivery           pursuant to DWAC of the Shares against receipt of the purchase
price therefor;           (ii) the payment out of the proceeds of any sale of the Shares
of all           commissions, fees and expenses as are to be borne by the Shareholder in
          accordance with the terms of the Agreement; (iii) the remittance of the net
          balance of the proceeds from any sale of the Shares to be sold in accordance
          with such payment instructions as the Attorneys-in-Fact or any one of them may
          have received from the Shareholder; and (iv) the return to the Shareholder for
          its nominee pursuant to DWAC of the number of Shares, if any, deposited with
the           Custodian which are in excess of the number of Shares actually sold;  







		    D.       to
join the Company, if necessary, in withdrawing any registration statement if
          the Company should desire to withdraw such registration;  







		    E.       to
retain legal counsel, accountants or other advisors in connection with any           and
all matters referred to herein; and  







		    F.       to
make, execute, acknowledge and deliver all other contracts, orders, receipts,
          notices, requests, instructions, certificates, letters and other writings,
          including communications to the Securities and Exchange Commission (including a
          request or requests for acceleration of the effective date of any registration
          statement) and state securities law authorities, any underwriting agreement,
the           Custody Agreement or any agreement with the Company with regard to
registration           rights and expenses, and certificates and other documents required
to be           delivered by or on behalf of the Shareholder pursuant to the Agreement or
any           underwriting agreement or the Custody Agreement, and specifically to
execute on           behalf of the undersigned stock powers and transfer instructions
relating to the           Shares to be sold by the undersigned Shareholder, and in
general to do any and           all things and to take any and all actions which the
Attorneys-in-Fact, acting           together or individually, may consider necessary or
proper in connection with,           or to carry out and comply with, all terms and
conditions of the Agreement or           any underwriting agreement and the Custody
Agreement and the aforesaid sale of           Shares.  







    2.       This
Power of Attorney and all authority conferred hereby are granted and           conferred
subject to the interests of the Company, any underwriters and any
          broker-dealer; and, in consideration of those interests and for the purpose of
          completing the transactions contemplated by the Agreement and this Power of
          Attorney, this Power of Attorney and all authority conferred hereby, to the
          extent enforceable by law, shall be deemed an agency coupled with an interest
          and shall be irrevocable and not subject to termination by the Shareholder or
by           operation of law, and the obligations of the Shareholder under the Agreement
          similarly are not to be subject to termination, except as set forth in the
          immediately succeeding paragraph. If the Shareholder should be dissolved or if
          any other such event should occur before the delivery of the Shares to be sold
          by the Shareholder under the Agreement, such Shares shall be delivered pursuant
          to DWAC by or on behalf of the Shareholder in accordance with the terms and
          conditions of the Agreement and any underwriting agreement and of the Custody
          Agreement, and actions taken by the Attorneys-in-Fact or any one of them
          pursuant to this Power of Attorney and by the Custodian under the Custody
          Agreement shall be as valid as if such dissolution or other event had not
          occurred, regardless of whether or not the Custodian or the Attorneys-in-Fact
          shall have received notice of such dissolution or other event.  




A-2 









        Notwithstanding
the foregoing, if an underwriting agreement in connection with the sale of Shareholder
Shares contemplated by the Agreement is not executed and delivered on or prior to
[December 31, 2005](1) [the 240th day after the date of this Custody
Agreement](2), then from and after such date the undersigned shall have the
power to revoke all authority hereby conferred by giving written notice to each of the
Attorneys-in-Fact that this Power of Attorney has been terminated; subject, however, to
all lawful action done or performed by the Attorneys-in-Fact or any one of them, pursuant
to this Power of Attorney prior to the actual receipt of such notice. 



    3.                The
Shareholder ratifies all that the Attorneys-in-Fact or any one of them shall           do
by virtue of this Power of Attorney.  



    4.                 The
Shareholder agrees to hold the Attorneys-in-Fact, jointly and severally,           free
and harmless from any and all loss, damage, liability or expense incurred           in
connection herewith, including reasonable attorneys’ fees and costs,           which
they, or any of them acting alone, may sustain as a result of any action           taken
in good faith hereunder.  



	Dated:___________________	Very truly yours,
	
No. of Shares Subject to	NEUSON FINANCE GMBH
	Registration and Sale:
	

_________________________	By:____________________________________
		Name:__________________________________
		Title:__________________________________


























         (1)       
          Language to be used with respect to the Offering. 



         (2)       
          Language to be use in all circumstances other than the Offering. 



A-3 











	 	
Exhibit
B
To Shareholder and 
Registration Rights Agreement 








GEHL COMPANY 



Common Stock
(par value
$.10 per share)  



LETTER OF TRANSMITTAL
AND CUSTODY AGREEMENT 



American Stock Transfer
and Trust Company
59 Maiden Lane  
New York, NY 10038
Attention: Susan Silber  



Ladies and Gentlemen: 



        Pursuant
to the terms of the Shareholder and Registration Rights Agreement, dated as of August 23,
2005 (“Agreement”), the undersigned is entitled to registration under the
Securities Act of 1933, as amended (“1933 Act”), of certain issued and
outstanding shares of common stock, par value $.10 per share (“Common Stock”),
of Gehl Company, a Wisconsin corporation (“Company”), owned by the undersigned
shareholder (“Seller”) in the amount set forth on the signature page hereto. In
connection herewith, there are being delivered to you via The Depository Trust
Company’s DWAC System (“DWAC”) such shares of Common Stock (the
“Shares”). These shares of Common Stock are to be held by you as Custodian for
the account of the Seller and are to be disposed of by you solely in accordance with this
Letter of Transmittal and Custody Agreement (“Custody Agreement”). 



        Concurrently
with the execution and delivery of the Agreement, the Seller has executed a power of
attorney (“Power of Attorney”), the form of which has been furnished to you, to
William D. Gehl, Malcolm F. Moore, Thomas M. Rettler and Michael J. Mulcahy (individually
an “Attorney-in-Fact” and together the “Attorneys-in-Fact”),
authorizing each of such Attorneys-in-Fact to sell the Shares or a portion of the Shares
as the Attorneys-in-Fact acting jointly, or any of them acting individually, may
determine, and for that purpose to enter into any underwriting agreement
(“Underwriting Agreement”), among the Company, the underwriters named therein,
any other selling shareholders and the Seller. 



        You
are hereby authorized and directed to hold the Shares deposited with you hereunder, and
prior to any sale or other required time of delivery for sale (each, a “Time of
Delivery”) of which you shall have been given prior notice by or on behalf of the
Company, any underwriter or any broker-dealer, and upon the instructions of the
Attorneys-in-Fact or any individual Attorney-in-Fact you are: (i) to deliver pursuant to
DWAC to such DTC participant accounts and in such denominations as the Company, the
underwriters or any broker-dealer shall have instructed you, the Shares; (ii) to receive
payment for Shares so sold and to distribute the net proceeds payable upon such sale in
accordance with the payment instructions set forth below the name of the Seller at the end
of this Custody Agreement or such other instructions you shall have received prior to the
Time of Delivery by any of the Attorneys-in-Fact. Upon instructions from any of the
Attorneys-in-Fact, you shall return to the Seller pursuant to DWAC the number of shares of
Common Stock, if any, then held by you on behalf of the Seller which are in excess of the
total number of Shares sold by the Seller. 




B-1 









        Notwithstanding
the foregoing, if an underwriting agreement in connection with the sale of Shareholder
Shares has not been executed and delivered on or prior to [December 31,
2005](1) [the 240th day after the date of this Custody
Agreement](2) then, upon the written request of the Seller to you, you are to
return to the Seller, or as the Seller may otherwise direct, the shares of Common Stock
then on deposit and received by you on behalf of the Seller pursuant to this Custody
Agreement, and this Custody Agreement shall forthwith terminate. 



        Under
the terms of the Power of Attorney, the authority conferred thereby is granted and
conferred subject to the interests of the Company, any underwriters and any broker-dealer
and, is, to the extent enforceable by law, irrevocable and not subject to termination by
the Seller or by operation of law, whether by the dissolution of the Seller or by the
occurrence of any other event, and the obligations of the Seller under the Agreement
similarly are not to be subject to termination, except as set forth in the immediately
preceding paragraph. Accordingly, the Shares and your authority are subject to the
interests of the Company, any underwriters and any broker-dealers, and this Custody
Agreement and your authority hereunder shall be, to the extent enforceable by law,
irrevocable and not subject to termination by the Seller or by operation of law, whether
by the dissolution of the Seller or by the occurrence of any other event. If Seller should
be dissolved, or if any other such event should occur, before the delivery of the Shares
to be sold by the Seller hereunder, the Shares shall be delivered by or on behalf of the
Seller in accordance with the terms and conditions of the Agreement and this Custody
Agreement, and actions taken by you hereunder or by any of the Attorneys-in-Fact, pursuant
to the Power of Attorney shall be as valid as if such dissolution or other event had not
occurred, regardless of whether or not you or any of the Attorneys-in-Fact shall have
received notice of such dissolution or other event. 



        Until
payment of the purchase price for the Shares to be sold by the Seller has been made as
herein and in the Agreement provided, the Seller shall, except as otherwise specifically
provided herein, have all the rights of ownership of such Shares. 



        You
shall be entitled to act and rely upon any statement, request, notice or instruction
respecting this Custody Agreement given to you by any of the Attorneys-in-Fact. 



        It
is understood that you assume no responsibility or liability to any person other than to
deal with the Shares deposited pursuant to DWAC and the proceeds from the sale of the
Shares, all in accordance with the provisions of this Custody Agreement, and the Seller
agrees to indemnify and hold you harmless with respect to anything done by you in good
faith in accordance with the foregoing instructions. It is understood that your reasonable
fees and expenses in acting hereunder will be paid by the Company. 









         (1)       
          Language to be used with respect to the Offering. 



         (2)       
          Language to be use in all circumstances other than the Offering. 






B-2 









        Please
acknowledge your acceptance hereof as Custodian and receipt of the Shares deposited by
executing and returning one of the enclosed copies hereof to the undersigned. 


	Dated:___________________	Very truly yours,
	
No. of Shares Subject to	NEUSON FINANCE GMBH
	Registration and Sale:
	

_________________________	By:____________________________________
		      Name:_______________________________
		      Title:________________________________







B-3 











PAYMENT INSTRUCTIONS 



        The
balance of funds held by the Custodian representing net proceeds (after payment of
discounts and expenses) received upon the sale of Shares are to be remitted in accordance
with the provisions of this Letter of Transmittal and Custody Agreement as follows (select
one): 



	 	A.	Deposit
to an account of Seller with the Custodian:  







	 	
Account
No._______________________________________________                            
Account
Name______________________________________________ 








	 	B. 	Wire
transfer to an account of Seller at a bank:  







	 	
Bank
Name__________________________________________________                            
Bank
Address________________________________________________
                                                     
                                       __________________________________________
                           
(Attention of)________________________________________________
                           
Account No.  ________________________________________________
                           
Account Name _______________________________________________ 









	 	C. 	Mail
official bank check (payable to the order of the Seller) to:  







	 	
Name____________________________________________
                           
Address__________________________________________
                                                     
               __________________________________________
                                                     
               __________________________________________ 









	 	D. 	Other
instructions: __________________________________________  

















ACKNOWLEDGEMENT AND
RECEIPT 



        American
Stock Transfer and Trust Company, as Custodian, acknowledges acceptance of the duties of
Custodian under the foregoing Letter of Transmittal and Custody Agreement and receipt via
DWAC of the Shares referred to therein. 



Dated:
______________________ 



		By:___________________________________
		          (Authorized Officer)
	

 	Attest:________________________________
		          (Authorized Officer)