<PAGE>
                                                                     Exhibit 4.5


                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF DECEMBER 23, 2003

                                     BETWEEN

                                AGCO CORPORATION

                                       AND

                       MORGAN STANLEY & CO. INCORPORATED,

                   AS REPRESENTATIVE OF THE INITIAL PURCHASERS
<PAGE>
      REGISTRATION RIGHTS AGREEMENT dated as of December 23, 2003 between AGCO
Corporation, a Delaware corporation (the "COMPANY"), and Morgan Stanley & Co.
Incorporated, as representative of the several initial purchasers listed on
Schedule I (the "INITIAL PURCHASERS") to the Purchase Agreement dated December
17, 2003 (the "PURCHASE AGREEMENT") with the Company. In order to induce the
Initial Purchasers to enter into the Purchase Agreement, the Company has agreed
to provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

      The Company agrees with the Initial Purchasers, (i) for their benefit as
Initial Purchasers and (ii) for the benefit of the beneficial owners (including
the Initial Purchasers) from time to time of the Securities (as defined herein)
and the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issued upon conversion of the Securities (each of the foregoing
a "HOLDER" and together the "Holders"), as follows:

      Section 1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:

      "AFFILIATE" means with respect to any specified person, an "affiliate," as
defined in Rule 144, of such person.

      "AMENDMENT EFFECTIVENESS DEADLINE" has the meaning set forth in Section
2(c) hereof.

      "BUSINESS DAY" means any day, except a Saturday, Sunday or legal holiday
on which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.

      "COMMON STOCK" means the shares of common stock, $0.01 par value per
share, of the Company, together with the Rights evidenced by such common stock
to the extent provided in the Rights Plan, and any other shares of common stock
as may constitute "Common Stock" for purposes of the Indenture, including the
Underlying Common Stock.

      "CONVERSION PRICE" has the meaning assigned such term in the Indenture.

      "DEFERRAL NOTICE" has the meaning set forth in Section 3(h) hereof.

      "DEFERRAL PERIOD" has the meaning set forth in Section 3(h) hereof.

      "EFFECTIVENESS DEADLINE" has the meaning set forth in 1) hereof.
<PAGE>
      "EFFECTIVENESS PERIOD" means the period commencing on the first date that
a Shelf Registration Statement is declared effective under the Securities Act
hereof and ending on the date that all Securities and the Underlying Common
Stock have ceased to be Registrable Securities.

       "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

      "FILING DEADLINE" has the meaning set forth in 1) hereof.

      "HOLDER" has the meaning set forth in the second paragraph of this
Agreement.

      "INDENTURE" means the Indenture dated as of December 23, 2003 between the
Company and SunTrust Bank, as trustee, pursuant to which the Securities are
being issued.

      "INITIAL PURCHASERS" means the Initial Purchasers named in Schedule I to
the Purchase Agreement.

      "INTEREST PAYMENT DATE" means each June 30 and December 31.

      "ISSUE DATE" means the first date of original issuance of the Securities.

      "LIQUIDATED DAMAGES AMOUNT" has the meaning set forth in Section 2(d)
hereof.

      "MATERIAL EVENT" has the meaning set forth in Section 3(h) hereof.

      "NOTICE AND QUESTIONNAIRE" means a written notice delivered to the Company
containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company dated December 17, 2003 relating to the Securities.

      "NOTICE HOLDER" means, on any date, any Holder that has delivered a
properly completed Notice and Questionnaire to the Company on or prior to such
date.

      "PURCHASE AGREEMENT" has the meaning set forth in the preamble hereof.

      "PROSPECTUS" means a prospectus relating to a Shelf Registration
Statement, as amended or supplemented, and all materials incorporated by
reference in such Prospectus.

      "RECORD HOLDER" means with respect to any Interest Payment Date relating
to any Securities or Underlying Common Stock as to which any Liquidated Damages
Amount has accrued, the registered holder of such Security


                                       2
<PAGE>
or Underlying Common Stock on the June 15 or December 15 immediately preceding
the Interest Payment Date.

      "REGISTRABLE SECURITIES" means the Securities until such Securities have
been converted into or exchanged for the Underlying Common Stock and, at all
times subsequent to any such conversion, the Underlying Common Stock and any
securities into or for which such Underlying Common Stock has been converted or
exchanged, and any security issued with respect thereto upon any stock dividend,
split or similar event until, in the case of any such security, (A) the earliest
of (i) its effective registration under the Securities Act and resale in
accordance with a Shelf Registration Statement, (ii) expiration of the holding
period that would be applicable thereto under Rule 144(k) or (iii) its sale to
the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the Securities Act, and (B) as a result of the event or
circumstance described in any of the foregoing clauses (i) through (iii), the
legend with respect to transfer restrictions required under the Indenture is
removed or removable in accordance with the terms of the Indenture or such
legend, as the case may be.

      "REGISTRATION DEFAULT" has the meaning set forth in Section 2(d) hereof.

      "REGISTRATION DEFAULT PERIOD" has the meaning set forth in Section 2(d)
hereof.

      "RIGHTS PLAN" means the Stockholders Right Plan dated April 27, 1994 of
the Company.

      "RULE 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

      "RULE 144A" means Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

      "SEC" means the Securities and Exchange Commission.

      "SECURITIES" means the 1 -3/4% Convertible Senior Subordinated Notes Due
2033 of the Company to be purchased pursuant to the Purchase Agreement,
including any Securities purchased by the Initial Purchasers upon exercise of
their option to purchase additional Securities.

      "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

      "SHELF REGISTRATION STATEMENT" has the meaning set forth in 1) hereof,
including amendments to such registration statement, all exhibits and all
materials incorporated by reference in such registration statement.


                                       3
<PAGE>
      "SPECIAL COUNSEL" means Alston & Bird LLP or one such other successor
counsel as shall be specified by the Holders of a majority of the Registrable
Securities, but which may, with the written consent of the Initial Purchasers
(which shall not be unreasonably withheld), be another nationally recognized law
firm experienced in securities law matters designated by the Company. For
purposes of determining Holders of a majority of the Registrable Securities in
this definition, Holders of Securities shall be deemed to be the Holders of the
number of shares of Underlying Common Stock into which such Securities are or
would be convertible as of the date the consent is requested.

      "TRUSTEE" means SunTrust Bank, the Trustee under the Indenture.

      "UNDERLYING COMMON STOCK" means the Common Stock into which the Securities
are convertible or issued upon any such conversion.

      Section 2. Shelf Registration. 1) The Company shall prepare and file or
cause to be prepared and filed with the SEC, as soon as practicable but in any
event by the date (the "FILING DEADLINE") 90 days after the Issue Date, a
registration statement for an offering to be made on a delayed or continuous
basis pursuant to Rule 415 of the Securities Act registering the resale from
time to time by Holders thereof of the Registrable Securities (a "SHELF
REGISTRATION STATEMENT"). The Shelf Registration Statement shall be on Form S-3
or another appropriate form permitting registration of the Registrable
Securities for resale by the Holders in accordance with the methods of
distribution elected by the Holders and set forth in the Shelf Registration
Statement. The Company shall use its best efforts to cause a Shelf Registration
Statement to be declared effective under the Securities Act as promptly as is
practicable but in any event by the date (the "EFFECTIVENESS DEADLINE") that is
180 days after the Issue Date, and to keep a Shelf Registration Statement
continuously effective under the Securities Act until the expiration of the
Effectiveness Period. Each Holder that became a Notice Holder on or prior to the
date ten Business Days prior to the initial Shelf Registration Statement is
declared effective shall be named as a selling securityholder in the initial
Shelf Registration Statement and the related Prospectus in such a manner as to
permit such Holder to deliver the Prospectus to purchasers of Registrable
Securities in accordance with applicable law. None of the Company's security
holders (other than the Notice Holders) shall have the right to include any of
the Company's securities in a Shelf Registration Statement unless the Holders
have first had an opportunity to include all Registrable Securities held by the
Holders in such Shelf Registration Statement .

        (a) If a Shelf Registration Statement covering resales of the
Registrable Securities ceases to be effective for any reason at any time during
the Effectiveness Period (other than because all securities registered
thereunder shall have been resold pursuant thereto or shall have otherwise
ceased to be Registrable Securities), the Company shall use its reasonable best
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 45 days of such cessation
of effectiveness amend the Shelf


                                       4
<PAGE>
Registration Statement in a manner reasonably expected to obtain the withdrawal
of the order suspending the effectiveness thereof, or file an additional Shelf
Registration Statement so that all Registrable Securities outstanding as of the
date of such filing are covered by a Shelf Registration Statement. If a new
Shelf Registration Statement is filed, the Company shall use its reasonable best
efforts to cause the new Shelf Registration Statement to become effective as
promptly as is practicable after such filing and to keep the new Shelf
Registration Statement continuously effective until the end of the Effectiveness
Period.

        (b) The Company shall amend and supplement the Prospectus and amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or file a new Shelf Registration Statement, if
required by the Securities Act, or any other documents necessary to name a
Notice Holder as a selling securityholder pursuant to Section 2(c) below.

        (c) Each Holder may sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus only in accordance with this
Section 2(c) and Section 3(h). Each Holder wishing to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus
shall deliver a Notice and Questionnaire to the Company at least three (3)
Business Days prior to any intended distribution of Registrable Securities under
the Shelf Registration Statement. No Holder shall be entitled to be named as a
selling securityholder in the Shelf Registration Statement, and no Holder shall
be entitled to use the Prospectus that is part of the Shelf Registration
Statement for offers and resales of Registrable Securities at any time, unless
such Holder has returned a properly completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth herein. From
and after the date the initial Shelf Registration Statement is declared
effective, the Company shall, as promptly as practicable after the date a Notice
and Questionnaire is delivered, and in any event upon the later of (x) 20
Business Days after such date or (y) five Business Days after the expiration of
any Deferral Period in effect when the Notice and Questionnaire is delivered or
put into effect within 20 Business Days of such delivery date:

               (i) if required by applicable law, file with the SEC a
      post-effective amendment to the Shelf Registration Statement (and if the
      Company shall have received a Notice and Questionnaire from another Holder
      before such post-effective amendment has been declared effective by the
      SEC, the Company shall have thirty (30) Business Days to file another
      post-effective amendment with the SEC with respect to such Holder) or
      prepare and, if required by applicable law, file a supplement to the
      related Prospectus or a supplement or amendment to any document
      incorporated therein by reference or file a new Shelf Registration
      Statement or any other required document so that the Holder delivering
      such Notice and Questionnaire is named as a selling securityholder in a
      Shelf Registration Statement and the related Prospectus in such a manner
      as to permit such Holder to deliver such Prospectus to purchasers of the


                                       5
<PAGE>
      Registrable Securities in accordance with applicable law and, if the
      Company shall file a post-effective amendment to a Shelf Registration
      Statement or shall file a new Shelf Registration Statement, the Company
      shall use its reasonable best efforts to cause such post-effective
      amendment or new Shelf Registration Statement to be declared effective
      under the Securities Act as promptly as is practicable, but in any event
      by the date (the "AMENDMENT EFFECTIVENESS DEADLINE") that is 45 days after
      the date such post-effective amendment or new Shelf Registration Statement
      is required by this clause to be filed;

               (ii) provide such Holder copies of any documents filed pursuant
      to Section 2(c)(i); and

               (iii) notify such Holder as promptly as practicable after the
      effectiveness under the Securities Act of any new Shelf Registration
      Statement or post-effective amendment filed pursuant to Section 2(c)(i);

provided that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(h). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Shelf Registration Statement or related Prospectus
and (ii) the Amendment Effectiveness Deadline shall be extended by up to ten
Business Days from the expiration of a Deferral Period (and the Company shall
incur no obligation to pay liquidated damages during such extension if such
Deferral Period shall be in effect on the Amendment Effectiveness Deadline).

        (d) The parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if, other than as permitted hereunder:

               (i) a Shelf Registration Statement has not been filed on or prior
      to the Filing Deadline,

               (ii) a Shelf Registration Statement has not been declared
      effective under the Securities Act on or prior to the Effectiveness
      Deadline,

               (iii) the Company has failed to perform its obligations set forth
      in Section 2(c)(i) within the time period required therein,

               (iv) a new Shelf Registration Statement or a post-effective
      amendment to a Shelf Registration Statement filed pursuant to Section
      2(c)(i) has not become effective under the Securities Act on or prior to
      the Amendment Effectiveness Deadline,


                                       6
<PAGE>
               (v) the aggregate duration of Deferral Periods in any period
      exceeds the number of days permitted in respect of such period pursuant to
      Section 3(h) hereof, or

               (vi) the number of Deferral Periods in any period exceeds the
      number permitted in respect of such period pursuant to Section 3(h)
      hereof.

Each event described in any of the foregoing clauses (i) through (vi) is
individually referred to herein as a "REGISTRATION DEFAULT." For purposes of
this Agreement, each Registration Default set forth above shall begin and end on
the dates set forth in the table set forth below:

<TABLE>
<CAPTION>
   Type of
 Registration
  Default by
    Clause           Beginning Date                Ending Date
    ------           --------------                -----------
<S>            <C>                        <C>
(i)            Filing Deadline            the date a Shelf Registration
                                          Statement is filed

(ii)           Effectiveness Deadline     the date a Shelf Registration
                                          Statement becomes effective
                                          under the Securities Act

(iii)          the date by which the      the date the Company performs
               Company is required to     its obligations set forth in
               perform its obligations    Section 2(c)(i)
               under Section 2(c)(i)

(iv)           the Amendment              the date the applicable
               Effectiveness Deadline     post-effective amendment to a
                                          Shelf Registration Statement
                                          or a new Shelf Registration
                                          Statement becomes effective
                                          under the Securities Act

(v)            the date on which the      termination of the Deferral
               aggregate duration of      Period that caused the limit
               Deferral Periods in any    on the aggregate duration of
               period exceeds the number  Deferral Periods to be
               of days permitted by       exceeded
               Section 3(h)

(vi)           the date of commencement   termination of the Deferral
               of a Deferral Period that  Period that caused the number
               causes the number of       of Deferral Periods to exceed
               Deferral Periods to        the number permitted by
               exceed the number          Section 3(h)
               permitted by Section 3(h)
</TABLE>


                                       7
<PAGE>
For purposes of this Agreement, Registration Defaults shall begin on the dates
set forth in the table above and shall continue until the ending dates set forth
in the table above.

      Commencing on (and including) any date that a Registration Default has
begun and ending on (but excluding) the next date on which there are no
Registration Defaults that have occurred and are continuing (a "REGISTRATION
DEFAULT PERIOD"), the Company shall pay, as liquidated damages and not as a
penalty, to Record Holders of Registrable Securities an amount (the "LIQUIDATED
DAMAGES AMOUNT") accruing for each day in the Registration Default Period, (i)
in respect of any Security, at a rate per annum equal to 0.5% of the aggregate
principal amount of such Security and (ii) in respect of each share of
Underlying Common Stock that has been issued upon conversion of a Security, at a
rate per annum equal to 0.5% on the Conversion Price on such date (the
"LIQUIDATED DAMAGES AMOUNT"), as the case may be; provided that in the case of a
Registration Default Period that is in effect solely as a result of a
Registration Default of the type described in clause (iii) or (iv) of the
preceding paragraph, such Liquidated Damages Amount shall be paid only to the
Holders (as set forth in the succeeding paragraph) that have delivered a
properly completed Notices and Questionnaires that caused the Company to incur
the obligations set forth in Section 2(c) the non-performance of which is the
basis of such Registration Default. In calculating the Liquidated Damages Amount
on shares of Underlying Common Stock on any date on which no Securities are
outstanding, the Conversion Price used shall be based on the Conversion Price
that would be in effect if the Securities were still outstanding.
Notwithstanding the foregoing, no Liquidated Damages Amount shall accrue as to
any Registrable Security from and after the earlier of (x) the date such
security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Registration Defaults.

      The Liquidated Damages Amount shall accrue from the first day of the
applicable Registration Default Period, and shall be payable on each Interest
Payment Date during the Registration Default Period (and on the Interest Payment
Date next succeeding the end of the Registration Default Period if the
Registration Default Period does not end on a Interest Payment Date) to the
Record Holders of the Registrable Securities entitled thereto; provided that any
Liquidated Damages Amount accrued with respect to any Security or portion
thereof redeemed by the


                                       8
<PAGE>
Company on a redemption date, purchased by the Company on a repurchase date or
converted into Underlying Common Stock on a conversion date prior to the
Interest Payment Date, shall, in any such event, be paid instead to the Holder
who submitted such Security or portion thereof for redemption, purchase or
conversion on the applicable redemption date, repurchase date or conversion
date, as the case may be, on such date (or promptly following the conversion
date, in the case of conversion), unless the redemption date or the repurchase
date, as the case may be, falls after June 15 or December 15 and on or prior to
the corresponding Interest Payment Date; and provided further, that, in the case
of a Registration Default of the type described in clause (iii) or (iv) of the
first paragraph of this Section 2(d) such Liquidated Damages Amount shall be
paid only to the Holders entitled thereto pursuant to such first paragraph by
check mailed to the address set forth in the Notice and Questionnaire delivered
by such Holder. The Trustee shall be entitled, on behalf of registered holders
of Securities or Underlying Common Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of such Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the sole
damages payable for a violation of the terms of this Agreement with respect to
which liquidated damages are expressly provided shall be such liquidated
damages. Nothing shall preclude any Holder from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.

      All of the Company's obligations set forth in this Section 2(d) that are
outstanding with respect to any Registrable Security at the time such security
ceases to be a Registrable Security shall survive until such time as all such
obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).

      The parties hereto agree that the liquidated damages provided for in this
Section 2(d) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of a
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

      Section 3. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:

        (a) Before filing any Shelf Registration Statement or Prospectus or any
amendments or supplements thereto with the SEC, furnish to the Initial
Purchasers and the Special Counsel of such offering, if any, copies of all such
documents proposed to be filed at least three Business Days prior to the filing
of such Shelf Registration Statement or amendment thereto or Prospectus or
supplement thereto.

        (b) Subject to Section 3(h), prepare and file with the SEC such
amendments and post-effective amendments to each Shelf Registration Statement as
may be necessary to keep such Shelf Registration Statement continuously


                                       9
<PAGE>
effective during the Effectiveness Period; cause the related Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and use its reasonable best efforts to comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Shelf Registration Statement
during the Effectiveness Period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Shelf Registration
Statement as so amended or such Prospectus as so supplemented.

        (c) As promptly as practicable give notice to the Notice Holders, the
Initial Purchasers and the Special Counsel, 2) when any Prospectus, prospectus
supplement, Shelf Registration Statement or post-effective amendment to a Shelf
Registration Statement has been filed with the SEC and, with respect to a Shelf
Registration Statement or any post-effective amendment, when the same has been
declared effective, 3) of any request, following the effectiveness of the
initial Shelf Registration Statement under the Securities Act, by the SEC or any
other federal or state governmental authority for amendments or supplements to
any Shelf Registration Statement or related Prospectus or for additional
information, 4) of the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of any
Shelf Registration Statement or the initiation or threatening of any proceedings
for that purpose, 5) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, 6) of the
occurrence of, but not the nature of or details concerning, a Material Event and
7) of the determination by the Company that a post-effective amendment to a
Shelf Registration Statement will be filed with the SEC, which notice may, at
the discretion of the Company (or as required pursuant to Section 3(h)) state
that it constitutes a Deferral Notice, in which event the provisions of Section
3(h) shall apply.

        (d) Use its reasonable best efforts to obtain the withdrawal of any
order suspending the effectiveness of a Shelf Registration Statement or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction in which they
have been qualified for sale, in either case at the earliest possible moment,
and provide immediate notice to each Notice Holder and the Initial Purchasers of
the withdrawal of any such order.

        (e) As promptly as practicable furnish to each Notice Holder, the
Special Counsel and the Initial Purchasers, upon request and without charge, at
least one conformed copy of each Shelf Registration Statement and any amendment
thereto, including financial statements but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits
(unless otherwise requested in writing to the Company by such Notice Holder or
the Initial Purchaser, as the case may be).


                                       10
<PAGE>
        (f) During the Effectiveness Period, deliver to each Notice Holder, the
Special Counsel, if any, and the Initial Purchasers, in connection with any sale
of Registrable Securities pursuant to a Shelf Registration Statement, without
charge, as many copies of the Prospectus relating to such Registrable Securities
(including each preliminary prospectus) and any amendment or supplement thereto
as such Notice Holder may reasonably request; and the Company hereby consents
(except during such periods that a Deferral Notice is outstanding and has not
been revoked) to the use of such Prospectus or each amendment or supplement
thereto by each Notice Holder in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or supplement
thereto in the manner set forth therein.

        (g) Prior to any public offering of the Registrable Securities pursuant
to a Shelf Registration Statement, use its best efforts to register or qualify,
to the extent required by applicable law, or cooperate with the Notice Holders
and the Special Counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Notice Holder reasonably requests
in writing (which request may be included in the Notice and Questionnaire);
prior to any public offering of the Registrable Securities pursuant to a Shelf
Registration Statement, use its reasonable best efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period in connection with such Notice Holder's offer and sale of
Registrable Securities pursuant to such registration or qualification (or
exemption therefrom) and do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of such
Registrable Securities in the manner set forth in the Shelf Registration
Statement and the related Prospectus; provided that the Company will not be
required to 8) qualify as a foreign corporation or as a dealer in securities in
any jurisdiction where it would not otherwise be required to qualify but for
this Agreement or 9) take any action that would subject it to general service of
process in suits or to taxation in any such jurisdiction where it is not then so
subject.

        (h) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of a Shelf Registration Statement or the initiation of proceedings
with respect to a Shelf Registration Statement under Section 8(d) or 8(e) of the
Securities Act, (B) the occurrence of any event or the existence of any fact (a
"MATERIAL EVENT") as a result of which a Shelf Registration Statement shall
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any Prospectus shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or existence
of any pending corporate development that, in the reasonable discretion of the
Company, makes it


                                       11
<PAGE>
appropriate to suspend the availability of a Shelf Registration Statement and
the related Prospectus:

               (i) in the case of clause (B) above, as promptly as practicable
      prepare and file, if necessary pursuant to applicable law, a
      post-effective amendment to such Shelf Registration Statement or a
      supplement to the related Prospectus or any document incorporated therein
      by reference or file any other required document that would be
      incorporated by reference into such Shelf Registration Statement and
      Prospectus so that such Shelf Registration Statement does not contain any
      untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein
      not misleading, and such Prospectus does not contain any untrue statement
      of a material fact or omit to state any material fact required to be
      stated therein or necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading, as
      thereafter delivered to the purchasers of the Registrable Securities being
      sold thereunder, and, in the case of a post-effective amendment to a Shelf
      Registration Statement, use its best efforts to cause it to be declared
      effective as promptly as is practicable, and

               (ii) give notice to the Notice Holders, and the Special Counsel,
      if any, that the availability of a Shelf Registration Statement is
      suspended (a "DEFERRAL NOTICE"), which notice shall specify the general
      reason for the suspension but need not specify details of the event giving
      rise to the suspension.

The Company will use its best efforts to ensure that the use of the Prospectus
may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as in the reasonable discretion of the
Company, such suspension is no longer appropriate. The Company shall be entitled
to exercise its right under this Section 3(h) to suspend the availability of a
Shelf Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay liquidated damages pursuant to Section 2(d), no more than
twice in any three month period or four times in any twelve month period, and
any such period during which the availability of the Shelf Registration
Statement and any Prospectus is suspended (the "DEFERRAL PERIOD") shall, without
incurring any obligation to pay liquidated damages pursuant to Section 2(d), not
exceed 30 days; provided that the aggregate duration of any Deferral Periods
shall not exceed 30 days in any three month period (or 60 days in any three
month period in the event of a Material Event pursuant to which the Company has
delivered a second notice as required below) or 90 days in any 12 month period;
provided that in the case of a Material Event relating to an acquisition or a
probable acquisition or financing, recapitalization,


                                       12
<PAGE>
business combination or other similar transaction, the Company may, without
incurring any obligation to pay liquidated damages pursuant to Section 2(d),
deliver to Notice Holders a second notice to the effect set forth above, which
shall have the effect of extending the Deferral Period by up to an additional 30
days, or such shorter period of time as is specified in such second notice.

        (i) If requested in writing in connection with a disposition of
Registrable Securities pursuant to a Shelf Registration Statement, make
reasonably available for inspection during normal business hours by a single
representative for the Notice Holders of such Registrable Securities, any
broker-dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records and pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate
officers, directors and employees of the Company and its subsidiaries to make
reasonably available for inspection during normal business hours on reasonable
notice all relevant information reasonably requested by such representative for
the Notice Holders, or any such broker-dealers, attorneys or accountants in
connection with such disposition, in each case as is customary for similar "due
diligence" examinations; provided that such persons shall first agree in writing
with the Company that any non-public information or information that is in good
faith designated by the Company as confidential at the time of delivery shall be
used solely for the purposes of satisfying "due diligence" obligations under the
Securities Act and exercising rights under this Agreement and shall be kept
confidential by such persons, unless 10) disclosure of such information is
required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities, 11) in the opinion of Special Counsel,
disclosure of such information is required by law (including any disclosure
requirements pursuant to federal securities laws in connection with the filing
of any Shelf Registration Statement or the use of any prospectus referred to in
this Agreement), 12) such information becomes generally available to the public
other than as a result of a disclosure or failure to safeguard by any such
person or 13) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement, and provided further that the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Notice Holders and the other parties entitled thereto by the Special
Counsel. Any person legally compelled to disclose any such confidential
information made available for inspection shall provide the Company with prompt
prior written notice of such requirement so that the Company may seek a
protective order or other appropriate remedy.

        (j) Comply in all material respects with all applicable rules and
regulations of the SEC and make generally available to its securityholders
earning statements (which need not be audited) satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) for a 12-month period commencing on the
first day of the first fiscal quarter of the Company commencing after the
effective date of a


                                       13
<PAGE>
Shelf Registration Statement, which statements shall be made available no later
than 45 days after the end of the 12-month period or 90 days if the 12-month
period coincides with the fiscal year of the Company.

        (k) Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
sold or to be sold pursuant to a Shelf Registration Statement, which
certificates shall not bear any restrictive legends, and cause such Registrable
Securities to be in such denominations as are permitted by the Indenture and
registered in such names as such Notice Holder may request in writing at least
two (2) Business Day prior to any sale of such Registrable Securities.

        (l) Provide a CUSIP number for all Registrable Securities covered by
each Shelf Registration Statement not later than the effective date of such
Shelf Registration Statement and provide the Trustee and the transfer agent for
the Common Stock with printed certificates for the Registrable Securities that
are in a form eligible for deposit with The Depository Trust Company.

        (m) Cooperate and assist in any filings required to be made with the
National Association of Securities Dealers, Inc.

        (n) Upon 14) the filing of the initial Shelf Registration Statement and
15) the effectiveness of the initial Shelf Registration Statement, announce the
same, in each case by release to Reuters Economic Services and Bloomberg
Business News.

      Section 4. Holder's Obligations. (a) Each Holder agrees, by acquisition
of the Registrable Securities, that no Holder shall be entitled to sell any of
such Registrable Securities pursuant to a Shelf Registration Statement or to
receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a properly completed Notice and Questionnaire as required pursuant
to Section 2(c) hereof (including the information required to be included in
such Notice and Questionnaire) and the information set forth in the next
sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading, either by
statement or omission, and any other information regarding such Notice Holder
and the distribution of such Registrable Securities as the Company may from time
to time reasonably request. No Holder shall be entitled to liquidated damages
pursuant to Section 2(e) hereof unless such Holder shall have provided all such
reasonably requested information. Any sale of any Registrable Securities by any
Holder shall constitute a representation and warranty by such Holder that the
information relating to such Holder and its plan of distribution is correct as
set forth in the Prospectus delivered by such Holder in connection with such
disposition, that such Prospectus does not as of the time of such sale contain
any untrue statement of a material fact relating to or provided by such Holder
or its plan of distribution and that such Prospectus does not as of the time of
such sale omit to state any material


                                       14
<PAGE>
fact relating to or provided by such Holder or its plan of distribution
necessary to make the statements in such Prospectus, in the light of the
circumstances under which they were made, not misleading.

        (b) Upon receipt of any Deferral Notice, each Notice Holder agrees not
to sell any Registrable Securities pursuant to any Shelf Registration Statement
until such Notice Holder's receipt of copies of the supplemented or amended
Prospectus provided for in Section 3(h)(i), or until it is advised in writing by
the Company that the Prospectus may be used and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus, which filings shall be provided promptly by the
Company to each Notice Holder.

      Section 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any Shelf
Registration Statement is declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the Special Counsel in
connection with Blue Sky qualifications of the Registrable Securities under the
laws of such jurisdictions as Notice Holders of a majority of the Registrable
Securities being sold pursuant to a Shelf Registration Statement may designate),
(ii) reasonable printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit
with The Depository Trust Company), (iii) duplication expenses relating to
copies of any Shelf Registration Statement or Prospectus delivered to any
Holders hereunder, (iv) fees and disbursements of counsel for the Company in
connection with any Shelf Registration Statement, (v) reasonable fees and
disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock, (vi) Securities Act liability insurance obtained by
the Company in its sole discretion and (vii) the reasonable fees and
disbursements of Special Counsel. In addition, the Company shall pay the
internal expenses of the Company (including, without limitation, all salaries
and expenses of officers and employees performing legal or accounting duties),
the expense of any annual audit, the fees and expenses incurred in connection
with the listing by the Company of the Registrable Securities on any securities
exchange on which similar securities of the Company are then listed and the fees
and expenses of any person, including special experts, retained by the Company.
Notwithstanding the provisions of this Section 5, each seller of Registrable
Securities shall pay any broker's commission, agency fee or underwriter's
discount or commission in connection with the sale of the Registrable Securities
under a Shelf Registration Statement, and all selling expenses or registration
expenses required to be paid by each seller of Registrable Securities by
applicable law.


                                       15
<PAGE>
      Section 6.  Indemnification and Contribution.

        (a) The Company agrees to indemnify and hold harmless each Notice
Holder, each person, if any, who controls any Notice Holder within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
and each affiliate of any Notice Holder within the meaning of Rule 405 under the
Securities Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Shelf Registration Statement or any amendment
thereof, any preliminary prospectus or any Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information relating to any Holder furnished to the
Company in writing by such Holder expressly for use therein; provided that the
foregoing indemnity shall not inure to the benefit of any Holder (or to the
benefit of any person controlling such Holder) from whom the person asserting
such losses, claims or liabilities purchased the Registrable Securities, if a
copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Holder to such person on a timely basis, if required by law
so to have been delivered at or prior to the written confirmation of the sale of
the Registrable Securities to such person, and if the Prospectus (as so amended
or supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company with Section 2(b) hereof.

        (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company and its directors, its officers and each person, if any,
who controls the Company (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) or any other Holder, to the
same extent as the foregoing indemnity from the Company to such Holder, but only
with reference to information relating to such Holder furnished to the Company
in writing by such Holder expressly for use in such Shelf Registration Statement
or Prospectus or amendment or supplement thereto. In no event shall the
liability of any selling Holder of Registrable Securities hereunder be greater
in amount than the dollar amount of the proceeds received by such Holder upon
the sale of the Registrable Securities pursuant to the Shelf Registration
Statement giving rise to such indemnification obligation.

        (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 6(a) or 6(b) hereof, such person (the "INDEMNIFIED
PARTY") shall promptly notify the person against whom such indemnity may be


                                       16
<PAGE>
sought (the "INDEMNIFYING PARTY") in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless 16) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel, 17) such
indemnifying party has failed within a reasonable time to retain counsel
satisfactory to such indemnified party or (iii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in respect of the
legal expenses of any indemnified party in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all such indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by, in
the case of parties indemnified pursuant to Section 6(a), the Holders of a
majority of the Registrable Securities covered by the Shelf Registration
Statement held by indemnified parties pursuant to Section 6(a) (with Holders of
Securities deemed to be the Holders, for purposes of determining such majority,
of the number of shares of Underlying Common Stock into which such Securities
are or would be convertible as of the date on which such designation is made)
and, in the case of parties indemnified pursuant to Section 6(b), the Company.
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final and non-appealable judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or final and non-appealable judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel and the indemnified party would be entitled
thereto pursuant to the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of


                                       17
<PAGE>
such proceeding and does not include a statement as to, or an admission of,
fault, culpability or a failure to act by or on behalf of any indemnified party.

        (d) To the extent that the indemnification provided for in Section 6(a)
or 6(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities 18) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand or 19) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the indemnifying party or parties on the
one hand and of the indemnified party or parties on the other hand in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company shall be deemed to be equal to the
total net proceeds from the initial placement pursuant to the Purchase Agreement
(before deducting expenses) of the Registrable Securities to which such losses,
claims, damages or liabilities relate. The relative benefits received by any
Holder shall be deemed to be equal to the total net proceeds received by such
Holder from sales of Registrable Securities giving rise to such obligations. The
relative fault of the Holders on the one hand and the Company 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 the Holders or by
the Company, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 6(d) are several
in proportion to the respective number of Registrable Securities they have sold
pursuant to a Shelf Registration Statement, and not joint.

      The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding this Section 6(d), no indemnifying party that is a selling
Holder shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Securities sold by such
indemnifying party and distributed to the public were offered to the public
exceeds the amount of any damages that such indemnifying

                                       18
<PAGE>
party has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

        (e) The remedies provided for in this Section 6 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to an
indemnified party at law or in equity, hereunder, under the Purchase Agreement
or otherwise.

        (f) The indemnity and contribution provisions contained in this Section
6 shall remain operative and in full force and effect regardless of 20) any
termination of this Agreement, 21) any investigation made by or on behalf of any
Holder, any person controlling any Holder or any affiliate of any Holder or by
or on behalf of the Company, its officers or directors or any person controlling
the Company and 22) the sale of any Registrable Securities by any Holder.

      Section 7. Information Requirements. The Company covenants that, if at any
time before the end of the Effectiveness Period, the Company is not subject to
the reporting requirements of the Exchange Act, it will cooperate with any
Holder and take such further reasonable action as any Holder may reasonably
request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 and Rule 144A under the Securities Act and
customarily taken in connection with sales pursuant to such exemptions. Upon the
written request of any Holder, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company's most recent report
filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities (other than the Common Stock) under the
Exchange Act.

      Section 8.  Miscellaneous.

        (a) No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall it, on or after the date of this Agreement, enter
into, any agreement with respect to its securities that conflicts with the
rights granted to the Holders in this Agreement. The Company represents and
warrants that the rights granted to the Holders hereunder do not in any way
conflict with the rights granted to the holders of the Company's securities
under any other agreements.

        (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof


                                       19
<PAGE>
may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Securities deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Securities are or would be convertible as of the
date on which such consent is requested). Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose securities are being
sold pursuant to a Shelf Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Shelf Registration Statement; provided that the provisions of
this sentence may not be amended, modified or supplemented except in accordance
with the provisions of the immediately preceding sentence. Notwithstanding the
foregoing sentence, this Agreement may be amended by written agreement signed by
the Company and the Initial Purchasers, without the consent of the Holders of
Registrable Securities, to cure any ambiguity or to correct or supplement any
provision contained herein that may be defective or inconsistent with any other
provision contained herein, or to make such other provisions in regard to
matters or questions arising under this Agreement that shall not adversely
affect the interests of the Holders of Registrable Securities. Each Holder of
Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to
this Section 8(b) whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

        (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier, by overnight mail delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

               (i) if to a Holder, at the most current address given by such
      Holder to the Company in a Notice and Questionnaire or any amendment
      thereto;

               (ii) if to the Company, to:

                     AGCO Corporation
                     4205 River Green Parkway
                     Duluth, Georgia 30096
                     Attention:
                                ----------------
                     Telecopy No.:
                                   -------------


                                       20
<PAGE>
                     with a copy to:

                     Troutman Sanders LLP
                     600 Peachtree Street
                     Suite 5200
                     Atlanta, Georgia 30308
                     Attention: W. Brinkley Dickerson, Jr.
                     Telecopy No.: 404-962-3822

               (iii) if to the Initial Purchasers, to:

                     Morgan Stanley & Co. Incorporated
                     1585 Broadway
                     New York, New York
                     Attention: Equity Capital Markets
                     Telecopy No.: (212) 761-0538

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

        (d) Approval of Holders. Whenever the consent or approval of Holders of
a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchasers
or subsequent Holders if such subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

        (e) Successors and Assigns. Any person who purchases any Registrable
Securities from the Initial Purchasers shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchasers. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities, provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Indenture. If any transferee of any Holder
shall acquire Registrable Securities, in any manner, whether by operation of law
or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities,
such person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such person shall
be entitled to receive the benefits hereof.

        (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which


                                       21
<PAGE>
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

        (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

        (h) Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

        (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.

        (j) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights. No
party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement. In no event will such methods of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company.

        (k) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for liquidated damages under Section
2(d) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.


                                       22
<PAGE>
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                    AGCO CORPORATION
                                    By:
                                          -------------------------------
                                         Name:
                                         Title:
<PAGE>
Confirmed and accepted as of
the date first above written, for itself
and as representative of the several Initial Purchasers:

MORGAN STANLEY & CO. INCORPORATED




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