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 disp