NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
SECTION I. PURPOSE
The AGCO Corporation Nonemployee Director Stock Incentive Plan (the "Plan") is designed to enhance the
Company's long-term growth and financial performance by strengthening the Company's ability to attract and
retain the services of experienced and knowledgeable nonemployee directors. The Plan is structured to enable
nonemployee directors to participate in the Company's growth and link their personal interests to those of
Company stockholders. The Plan is not subject to any provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA") nor is it qualified under Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code").
SECTION II. ADMINISTRATION
The Plan is administered by the Compensation Committee of the Board of Directors of the Company (the
"Committee") consisting of not less than three members of the Board of Directors. The Committee has the
authority to construe the Plan and all awards granted under it, to prescribe, amend and rescind rules and
regulations relating to the Plan and to make all other determinations necessary or advisable for administering the
Plan. Any action taken by the Committee with respect to the administration of the Plan which would result in the
Plan ceasing to be administered in accordance with the requirements of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") shall be null and void.
SECTION III. SHARES SUBJECT TO THE PLAN
a. A total of 100,000 shares of the Company's $.01 par value Common Stock (the "Common Stock") may be
issued pursuant to the terms of the Plan. The stock subject to the Plan may be unissued shares or shares of issued
stock held in the Company's treasury, or both.
b. The number of shares of the Company's Common Stock available under the Plan, and the number of shares of
outstanding awards, are subject to adjustment by the Board of Directors, on the same basis as all other s