AGCO CORPORATION 2006 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT

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                                                                    EXHIBIT 10.5

                                AGCO CORPORATION
                       2006 LONG-TERM STOCK INCENTIVE PLAN

                           RESTRICTED STOCK AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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     3. DIVIDENDS AND VOTING RIGHTS. The Participant shall be entitled to
receive any dividends paid with respect to shares of Restricted Stock that
become payable during the Restricted Period; provided, however, that no
dividends shall be payable to or for the benefit of the Participant with respect
to record dates occurring prior to the Grant Date