AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                AGCO CORPORATION

                 (REFLECTING AMENDMENTS THROUGH APRIL 25, 2002)

 

     AGCO Corporation, a corporation organized and existing under the laws of

the State of Delaware, hereby certifies as follows:

 

     1. The name under which the corporation was originally incorporated was

AGCO Holding Corporation. The date of filing of its original Certificate of

Incorporation with the Secretary of State was April 22, 1991.

 

     2. This Amended and Restated Certificate of Incorporation was duly adopted

in accordance with the provisions of Sections 242 and 245 of the General

Corporation Law of Delaware.

 

     3. The Certificate of Incorporation of the Corporation, as amended or

supplemented heretofore, is hereby amended and restated by this Amended and

Restated Certificate of Incorporation to read in full as follows:

 

          FIRST: The name of the corporation is AGCO Corporation.

 

          SECOND: The address of the corporation's registered office in the

     state of Delaware is 1209 Orange Street, City of Wilmington, County of New

     Castle, and the name of the registered agent thereat is The Corporation

     Trust Company.

 

          THIRD: The purpose of the corporation is to engage in any lawful act

     or activity for which corporations may be organized under the General

     Corporation Law of Delaware.

 

          FOURTH: The total number of shares of all classes of stock which the

     corporation is authorized to issue is 151,000,000, of which 1,000,000

     shares, having a par value of $.01 per share, will be Preferred Stock and

     150,000,000 shares, having a par value of $.01 per share will be Common

     Stock.

 

     The designations and the powers, preferences and rights and the

qualifications, limitations or restrictions in respect of the shares of each

class of stock will be as follows:

 

     (a) Voting Rights.

 

     The holders of the Common Stock shall have the exclusive voting power for

all purposes and the holders of the Preferred Stock shall have no voting rights

or voice whatsoever in the affairs or management of the corporation or the right

to notice of any meeting of stockholders, except (i) as set forth in Annex A

hereto with respect to the corporation's Junior Cumulative Preferred Stock, (ii)

as may be set forth in the resolution or resolutions of the Board of Directors

which may be hereafter adopted pursuant to Section 4(b) below, or (iii) as

specifically required by law.

 

     On all matters to be voted or acted upon by the stockholders, each holder

of the Common Stock will be entitled to one vote for each share of such stock

held of record in the holder's name on the books of the corporation at the time

determined according to law, and each holder of Preferred Stock will be entitled

to such vote, if any, as may be specified by the Board of Directors pursuant to

Section 4(b) below.

 

     (b) Terms of Preferred Stock.

 

     Except as otherwise provided herein or by law, the Board of Directors of

the corporation is expressly authorized to provide for the issuance of all or

any shares of Preferred Stock in one or more classes or series, and to fix for

each such class or series such voting powers, full or limited, or no voting

powers, and such distinctive designations, preferences and relative,

participating, optional or other special rights, and such qualifications,

limitations or restrictions thereof, as shall be stated and expressed in the

resolution or resolutions adopted by the Board of Directors providing for the

issuance of such class or series and as may be permitted by the General

Corporation Law of the State of Delaware, including, without limitation, the

authority to provide that any such class or series may be (i) subject to

redemption at any such time or times

 

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and at such price or prices; (ii) entitled to receive dividends (which may be

cumulative or non-cumulative) at such rates, on such conditions, and at such

time, and payable in preference to, or in such relation to, the dividends

payable on any other class or classes or any other series; (iii) entitled to

such rights upon the dissolution of, or upon any distribution of the assets of,

the corporation; or (iv) convertible into, or exchangeable for, shares of any

other class or classes of stock, or of any other series of the same or any other

class or classes of stock, of the corporation at such price or prices or at such

rates of exchange and with such adjustments, all as may be stated in such

resolution or resolutions.

 

     (c) Junior Cumulative Preferred Stock.  The corporation's certificate of

incorporation shall include the provisions set forth in Annex A, which

provisions contain the terms of the corporation's Junior Cumulative Preferred

Stock, which provisions were filed with the Secretary of State on May 3, 1994,

in a Certificate of Designations.

 

          FIFTH: The number of directors of the corporation shall be such as

     from time to time may be fixed by, or in the manner provided in, the

     By-laws, but in no case shall the number be less than the minimum number

     authorized by the laws of Delaware. Directors need not be stockholders. The

     elections of directors need not be by ballot.

 

          SIXTH: A director of the corporation shall not be personally liable to

     the corporation or its stockholders for monetary damages for breach of

     fiduciary duty as a director, except for liability (i) for any breach of

     the Director's duty of loyalty to the corporation or its stockholders, (ii)

     for acts or omissions not in good faith or which involve intentional

     misconduct or a knowing violation of law, (iii) under Section 174 of the

     Delaware General Corporation Law as the same exists or hereafter may be

     amended, or (iv) for any transaction from which the director derived an

     improper personal benefit. If the Delaware General Corporation Law

     hereafter is amended to authorize the further elimination or limitation of

     the liability of directors, then, in addition to the limitation on personal

     liability provided herein, the liability of a director of the corporation

     shall be limited to the fullest extent permitted by the amended Delaware

     General Corporation Law. Any repeal or modification of this paragraph by

     the stockholders of the corporation shall be prospective only, and shall

     not adversely affect any limitation on the personal liability of a director

     or the corporation existing at the time of such repeal or modification.

 

          SEVENTH: The Board of Directors shall have the power to make, alter

     and amend the By-laws, subject only to such limitations, if any, as the

     By-laws of the corporation may from time to time impose.

 

          EIGHTH: The corporation reserves the right to amend, alter, change or

     repeal any provision contained in this Certificate of Incorporation or any

     amendment hereto in the manner now or hereafter prescribed by law, and all

     rights conferred on the stockholders hereunder are granted subject to this

     reservation.

 

     4. This Amended and Restated Certificate of Incorporation was duly

executed, acknowledged, and filed in accordance with Section 103 of the Delaware

General Corporation Law.

 

     5. This Amended and Restated Certificate of Incorporation shall be

effective on the date of filing.

 

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<PAGE>

 

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated

Certificate of Incorporation this

30th day of April, 2002.

----        -----

                                          AGCO Corporation

 

                                          /s/ Stephen D. Lupton

                                          --------------------------------------

 

                                          By: Stephen D. Lupton

                                          --------------------------------------

 

                                          Its: Senior Vice President and

                                               General Counsel

                                          --------------------------------------

 

ATTEST:

/s/ Lynnette D. Schoenfeld

------------------------------------

 

By: Lynnette D. Schoenfeld

-------------------------------

 

Its: Assistant Secretary

-------------------------------

 

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<PAGE>

 

                                                                         ANNEX A

 

             JUNIOR CUMULATIVE PREFERRED STOCK OF AGCO CORPORATION

 

     There is hereby established a series of the authorized preferred stock of

the Corporation having a par value of $.0l per share, which series shall be

designated as "Junior Cumulative Preferred Stock," shall consist of three

hundred thousand (300,000) shares and shall have the following designations,

preferences, limitations and relative rights, which sometimes are referred to

herein as this "resolution":

 

     1. Certain Definitions.  Unless the context otherwise requires, the terms

defined in this Paragraph 1 shall have, for all purposes of this resolution, the

meanings herein specified:

 

          (a) "Board of Directors" shall mean the Board of Directors of the

     Corporation and, to the extent permitted by law, any committee of the Board

     of Directors authorized to exercise the powers of the Board of Directors.

 

          (b) "Common Stock" shall mean the common stock, par value one

     one-hundredth of one dollar ($.0l) per share, of the Corporation, which

     term shall include, where appropriate, in the case of a reclassification,

     recapitalization or other changes in such Common Stock, or in the case of a

     consolidation or merger of this Corporation with or into another

     corporation, such consideration to which a holder of a share of Common

     Stock would have been entitled upon the occurrence of such event.

 

          (c) "Junior Preferred Stock" shall mean the three hundred thousand

     (300,000) shares of Junior Cumulative Preferred Stock, par value $.0l per

     share, of the corporation.

 

          (d) "Junior Stock" shall mean the Common Stock and any other class or

     series of stock of the Corporation not entitled to receive any dividends

     unless all dividends required to have been paid or declared and set apart

     for payment on the Junior Preferred Stock and any Parity stock shall have

     been so paid or declared and set apart for payment and, for purposes of

     Paragraph 3 below, shall mean any class or series of stock of the

     Corporation not entitled to receive any assets upon liquidation,

     dissolution or winding up of the affairs of the Corporation until the

     Junior Preferred Stock and any Parity Stock shall have received the entire

     amount to which such stock is entitled upon such liquidation, dissolution

     or winding up.

 

          (e) "Parity Stock" shall mean any class or series of stock of the

     Corporation entitled to receive payment of dividends on a parity with the

     Junior Preferred Stock or entitled to receive assets upon liquidation,

     dissolution or winding up of the affairs of the corporation on a parity

     with the Junior Preferred Stock.

 

          (f) "Rights Declaration Date" shall mean April 27, 1994.

 

          (g) "Semiannual Dividend Payment Date" shall mean the first day of

     March and September in each year.

 

          (h) "Senior Stock" shall mean any class or series of stock of the

     Corporation ranking senior to the Junior Preferred Stock and to any Parity

     Stock in respect of the right to receive dividends or in respect of the

     right to participate in any distribution upon liquidation, dissolution or

     winding up of the affairs of the Corporation.

 

     2. Dividend and Distributions.  (A) Subject to the prior preferences and

other rights of any Senior Stock, the holders of shares of Junior Preferred

Stock shall be entitled to receive, when, as and if declared by the Board of

Directors out of funds legally available therefor, semiannual dividends payable

in cash at the rate hereinafter fixed in this Paragraph 2 on each Semiannual

Dividend Payment Date, commencing on the first Semiannual Dividend Payment Date

after the first issuance of any shares or fractions of a share of Junior

Preferred Stock. Semiannual dividends on the Junior Preferred Stock shall be

payable to holders of record of the Junior Preferred Stock on the respective

date not exceeding 50 days preceding such Semiannual Dividend Payment Date as

shall be fixed for this purpose by the Board of Directors, in an amount per

share (rounded to the nearest cent) equal to the greater of (i) five

one-hundredths of one dollar ($.05) or (ii) subject to the

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provision for adjustment hereinafter set forth, 100 times the aggregate per

share amount of all cash dividends, and 100 times the aggregate per share amount

(payable in kind) of all non-cash dividends or other distributions other than a

dividend payable in shares of Common Stock or a subdivision of the outstanding

shares of Common Stock (by reclassification or otherwise), declared on the

Common Stock since the immediately preceding semiannual Dividend Payment Date,

or, with respect to the first semiannual Dividend Payment Date, since the first

issuance of any share or fraction of a share of Junior Preferred Stock. In the

event the Corporation shall at any time after the Rights Declaration Date (a)

declare any dividend on Common Stock payable in shares of Common Stock, (b)

subdivide the outstanding Common Stock, or (c) combine the outstanding Common

Stock into a smaller number of shares, then in each such case the amount to

which holders of shares of Junior Preferred Stock were entitled immediately

prior to such event under clause (ii) of the preceding sentence shall be

adjusted by multiplying such amount by a fraction the numerator of which is the

number of shares of Common Stock outstanding immediately after such event and

the denominator of which is the number of shares of Common Stock that were

outstanding immediately prior to such event.

 

     (B) No dividend or other distribution may be declared or paid on the Common

Stock (other than a dividend payable in shares of Common Stock or a subdivision

of the outstanding shares of Common Stock) unless, coincidentally with the

declaration of such dividend or such other distribution, the dividend payable on

the Junior Preferred Stock pursuant to clause (ii) of subparagraph (A) above is

declared and the consideration sufficient for the payment thereof set apart from

funds legally available therefor so as to be available then and on the next

Semiannual Dividend Payment Date for the payment in full thereof and for no

other purpose. In the event no dividend or distribution shall have been declared

on the Common Stock during the period between any Semiannual Dividend Payment

Date and the next subsequent Semiannual Dividend Payment Date, a dividend of

five one-hundredths of one dollar ($.05) per share on the Junior Preferred Stock

shall nevertheless be payable on such subsequent Semiannual Dividend Payment

Date.

 

     (C) Dividends on each outstanding share of Junior Preferred Stock shall

begin to accrue and be cumulative from the Semiannual Dividend Payment Date next

following the respective date of issuance of such share unless the date of such

issuance is a Semiannual Dividend Payment Date, in which case dividends shall

accrue and be cumulative from the date of issuance.

 

     (D) The holders of shares of the Junior Preferred Stock shall not be

entitled to receive any dividends thereon other than the cash dividends

specified in this Paragraph 2. Unpaid dividends shall be cumulative and shall

accrue, whether or not declared by the Board of Directors, until the date such

dividends are paid. Accrued but unpaid dividends on the Junior Preferred stock

shall not bear interest. Dividends on account of arrears for any past dividend

periods may be declared and paid at any time, without reference to any

Semiannual Dividend Payment Date, to holders of record of the Junior Preferred

Stock on such date, not more than fifty (50) days preceding the payment date

thereof, as may be fixed by the Board of Directors.

 

     (E) So long as any shares of Junior Preferred Stock shall be outstanding,

the Corporation shall not declare or pay on any Junior Stock any dividend in

cash or property of any sort, nor shall the Corporation make any distribution on

any Junior Stock, or set aside any assets for any such purposes, nor shall any

Junior Stock be purchased, redeemed or otherwise acquired by the corporation or

any of its subsidiaries, nor shall any monies be paid, set aside for payment or

made available for a sinking fund for the purchase or redemption of any Junior

Stock, unless and until all dividends to which the holders of the Junior

Preferred Stock and any Parity Stock have been entitled for all current and all

previous dividend periods have been paid or declared and the consideration

sufficient for the payment thereof set apart so as to be available for the

payment thereof and for no other purpose; provided, however, that nothing

contained in this subparagraph (E) shall prevent the payment of dividends solely

in Junior Stock or the repurchase, redemption or other acquisition solely

through the issuance of Junior Stock.

 

     3. Distributions Upon Liquidation, Dissolution or Winding Up.  Subject to

the prior payment in full of the preferential amounts to which a Senior Stock is

entitled, in the event of any liquid on, dissolution or winding up of the

Corporation, whether voluntary or involuntary, the holders of shares of the

Junior Preferred Stock shall be entitled to receive from the assets of the

Corporation available for distribution to the

 

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shareholders the sum of two hundred dollars ($200) per share, together with the

amount of all cumulative dividends accrued and unpaid thereon to and including

the date of such liquidation, dissolution or winding up, before any payment or

distribution shall be made to the holders of any Junior Stock of the

Corporation, which payment shall be made paripassu to any such payment made to

the holders, if any, of any Parity Stock. The holders of the Junior Preferred

Stock shall be entitled to no other or further distribution of or participation

in any remaining assets of the Corporation after receiving the liquidation price

described above. If, upon distribution of the Corporation's assets in

liquidation, dissolution or winding up, the assets of the Corporation to be

distributed among the holders of the Junior Preferred Stock and to all holders

of any Parity Stock shall be insufficient to permit payment in full to such

holders of the preferential amounts to which they are entitled, then the entire

assets of the Corporation to be distributed to holders of the Junior Preferred

Stock and such Parity Stock shall be distributed pro rata to such holders based

upon the aggregate of the full preferential amounts to which the shares of

Junior Preferred Stock and such Parity Stock would otherwise respectively be

entitled. Neither the consolidation nor merger of the Corporation with or into

any other corporation or corporations nor the sale, transfer, or lease of all or

substantially all the assets of the Corporation shall itself be deemed to be a

liquidation, dissolution or winding up of the Corporation within the meaning of

this Paragraph 3.

 

     4. Voting Rights.  (A) Except as otherwise expressly provided in this

Paragraph 4 or as otherwise required by law, the holders of shares of Junior

Preferred Stock shall vote together with the holders of the Common Stock (and

the holders of any other class or series of the Corporation's stock entitled to

vote with the holders of the Common Stock) as a single class for the election of

directors and on all other matters coming before any meeting of the shareholders

of the Corporation or otherwise to be acted upon by the shareholders of the

Corporation, subject to any voting rights granted or which may be granted to

holders of any other class or series of the preferred stock of the Corporation.

Each share of Junior Preferred Stock shall entitle the holder thereof to one

vote on all matters submitted to a vote of the shareholders of the Corporation.

 

     (B) In addition to the voting rights set forth above, if and when dividends

payable on the Junior Preferred Stock shall be in arrears in an amount

equivalent to or exceeding three (3) full semiannual dividends thereon, whether

or not consecutive, the holders of shares of the Junior Preferred Stock, voting

separately as a class, shall be entitled to elect two directors to the Board of

Directors. Directors so elected shall thereupon become additional directors of

the Corporation and the authorized number of directors of the Corporation shall

thereupon be automatically increased by such number. During such times that the

holders of the Junior Preferred Stock, voting as a class, shall be entitled to

elect such additional directors as provided herein, the holders of the Junior

Preferred Stock shall not be entitled to participate in the election of any

other directors with the holders of shares of the Common Stock or any other

class or classes of stock who are entitled to vote for the election of

directors.

 

     Such right of the holders of shares of the Junior Preferred Stock who are

entitled to vote in such manner to elect such additional directors may be

exercised until all dividends in default on the Junior Preferred Stock shall

have been paid or declared and the consideration sufficient for the payment in

full thereof set apart so as to be available for the payment thereof and for no

other purpose; when said dividends shall have been so paid or declared and set

apart such right to elect two directors shall terminate, subject to the vesting

of such voting rights in the event of any such future default or defaults in the

payment of dividends. Whenever the holders of shares of the Junior Preferred

Stock who are entitled to vote in such manner shall be divested of such voting

rights by reason of the payment or the declaration and setting apart of

consideration sufficient for the payment in full of the dividends then in

default, the terms of office of the directors elected as such by the holders of

shares of the Junior Preferred Stock shall forthwith terminate and the number of

the directors of the corporation shall be reduced correspondingly.

 

     At any time after such voting rights shall so have vested in the holders of

shares of the Junior Preferred Stock who are entitled to vote in such manner,

the Secretary of the Corporation may, and upon the written request of the

holders of record of not less than seventy-five percent (75%) of the outstanding

shares of Junior Preferred Stock, addressed to him at the principal office of

the Corporation, shall, call a special meeting of the holders of shares of the

Junior Preferred Stock who are entitled to vote in such manner for the election

of the directors to be elected by them, such meeting to be held within ten (10)

days after the earlier of such call or

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the delivery of such request and at the place and upon the notice provided by

the By-laws of the Corporation for the holding of meetings of shareholders,

except that the Secretary of the Corporation shall not be required to call such

a special meeting if the request for such call is received less than forty-five

(45) days prior to the date fixed for the next annual meeting of shareholders.

 

     5. Consolidation, Merger, Etc.  In case the Corporation shall enter into an

consolidation, merger, combination or other transaction in which the shares of

Common Stock are exchanged for or changed into other stock or securities, cash

and/or any other property, then in any such case the shares of Junior Preferred

Stock shall at the same time be similarly exchanged or changed in an amount per

share (subject to the provision for adjustment hereinafter set forth) equal to

one hundred (100) times the aggregate amount of stock, securities, cash and/or

any other property (payable in kind), as the case may be, into which or for

which each share of Common Stock is changed or exchanged. In the event the

corporation shall at any time after the Rights Declaration Date (i) declare any

dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the

outstanding Common Stock, or (iii) combine the outstanding Common Stock into a

smaller number of shares, then in each such case the amount set forth in the

preceding sentence with respect to the exchange or change of shares of Junior

Preferred Stock shall be adjusted by multiplying such amount (as such amount may

have been previously adjusted by reason of the prior occurrence(s) of any such

events) by a fraction the numerator of which is the number of shares of Common

Stock outstanding immediately after such event and the denominator of which is

the number of shares of Common Stock that were outstanding immediately prior to

such event.

 

     6. Reacquired Shares.  Any shares of Junior Preferred Stock purchased or

otherwise acquired by the corporation in any manner whatsoever shall be retired

and canceled promptly after the acquisition thereof. All such shares shall upon

their cancellation become authorized but unissued shares of preferred stock and

may be reissued as part of a new series of preferred stock to be created by

amendment of the Certificate of Incorporation adopted by resolution of the Board

of Directors, subject to the conditions and restrictions on issuance set forth

herein.

 

     7. Preemptive Rights.  The holders of shares of the Junior Preferred Stock

shall not have any preemptive right to subscribe for or purchase any shares of

stock or any other securities which may be issued by the Corporation.

 

     8. No Redemption.  The shares of Junior Preferred Stock shall not be

redeemable.

 

     9. Amendment.  Without the consent of the holders of at least seventy-five

percent (75%) of the shares of Junior Preferred Stock at the time outstanding,

either in writing or by vote at a meeting called for that purpose at which the

holders of the Junior Preferred Stock shall vote as a class, neither the

Certificate of Incorporation nor any resolution of the Board of Directors

establishing and designating a series of preferred stock and determining the

relative rights and preferences thereof shall be changed so as to alter in an

adverse manner the designations, preferences, limitations and rights of holders

of the Junior Preferred Stock.

 

     10. Fractional Shares.  The Junior Preferred Stock may be issued in

fractions of a share which shall entitle the holder, in proportion to such

holder's fractional shares, to exercise voting rights, receive dividends,

participate in distributions and to have the benefit of all other rights of

holders of Junior Preferred Stock.

 

     11. Exclusion of Other Rights.  Except as may otherwise be required by law,

the shares of Junior Preferred Stock shall not have any designations,

preferences, limitations or relative rights, other than those specifically set

forth in the Certificate of Incorporation.

 

     12. Headings of Subdivisions.  The headings of the various subdivisions

hereof are for convenience of reference only and shall not affect the

interpretation of any of the provisions hereof.

 

     13. Severability of Provisions.  If any right, preference or limitation of

the Junior Preferred Stock set forth in this resolution (as such resolution may

be amended from time to time) is invalid, unlawful or incapable of being

enforced by reason of any rule of law or public policy, all other rights,

preferences and limitations set forth in this Paragraph (as so amended) which

can be given effect without the invalid, unlawful or unenforceable right,

preference or limitation shall, nevertheless, remain in full force and effect,

and no right, preference or limitation herein set forth shall be deemed

dependent upon any other such right, preference or limitation unless so

expressed herein.

 

[As Filed: 08-14-2002]