<PAGE>

                                                                  EXHIBIT 10.14


                   JOHN DEERE SUPPLEMENTAL PENSION BENEFIT PLAN


                            AS AMENDED 1 NOVEMBER 1987



                               AND FURTHER AMENDED:

                                24 FEBRUARY 1988
                                28 FEBRUARY 1990
                                27 FEBRUARY 1991
                                  29 MAY 1991
                                 26 AUGUST 1992
                                9 DECEMBER 1992
                     AMENDED MAY 1993 - EFFECTIVE 1 JULY 1993
                  AMENDED 8 DECEMBER 1993 - EFFECTIVE 1 JULY 1993
                            AMENDED 7 DECEMBER 1994
                    AMENDED MAY 1995 - EFFECTIVE 1 JANUARY 1995
                AMENDED 13 DECEMBER 1995 - EFFECTIVE 1 JANUARY 1995
                 AMENDED 4 DECEMBER 1996 - EFFECTIVE 1 JANUARY 1997
                 AMENDED 7 JANUARY 1998 -- EFFECTIVE 1 JANUARY 1998
                   AMENDED 26 MAY 1999 -- EFFECTIVE 26 MAY 1999
                   AMENDED 19 JULY 1999 -- EFFECTIVE 1 JULY 1999
                  AMENDED 6 AUGUST 1999 - EFFECTIVE 1 AUGUST 1999
              AMENDED -  2 NOVEMBER 1999 - EFFECTIVE  1 NOVEMBER 1999

<PAGE>

                JOHN DEERE SUPPLEMENTAL PENSION BENEFIT PLAN

                              TABLE OF CONTENTS
                              -----------------

<TABLE>
<CAPTION>

Section                                                                    Page
-------                                                                    ----
<S>                                                                        <C>
I.        PURPOSE AND ESTABLISHMENT

          1.1       Establishment and Amendment of the Plan                   1
          1.2       Purpose                                                   1
          1.3       Cost of Benefits                                          1
          1.4       Application of Plan                                       1
          1.5       Administration and Termination                            1
          1.6       Nonencumbrance of Benefits                                3
          1.7       Employment Rights                                         3
          1.8       Severability                                              3
          1.9       Applicable Law                                            3

II.       DEFINITIONS

          2.1       Definitions                                               4
          2.2       Gender and Number                                         7

III.      SUPPLEMENTAL PENSION BENEFIT

          3.1       Eligibility                                               8
          3.2       Amount                                                    8
          3.3       Limitations                                               9
          3.4       Reduction for Early Retirement under Contemporary Option  9
          3.5       Commencement and Duration                                 9
          3.6       Death Prior to Receipt of Lump Sum                       10

IV.       DISABILITY BENEFIT

          4.1       Eligibility                                              12
          4.2       Amount                                                   12
          4.3       Commencement and Duration                                12

V.        CHANGE IN CONTROL OF COMPANY

          5.1       Eligibility                                              13
          5.2       Change in Control of the Company                         13
          5.3       Cause                                                    14
          5.4       Good Reason                                              14
          5.5       Amount                                                   15
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>

Section                                                                    Page
-------                                                                    ----
<S>                                                                        <C>
          5.6       Commencement and Duration                                15

VI.       SURVIVOR BENEFITS

          6.1       Death of an active Participant or a Participant
                    on Permanent & Total Disability                          16
          6.2       Death of a Retired Participant                           16
          6.3       Commencement and Duration                                17
          6.4       Survivor Benefit Election After Retirement               17

VII.      FINANCING OF BENEFITS

          7.1       Contractual Obligation                                   19
          7.2       Unsecured General Creditor                               19
          7.3       Funding                                                  19
          7.4       Vesting                                                  19
          7.5       Administration                                           19
          7.6       Expenses                                                 19
          7.7       Indemnification and Exculpation                          20
          7.8       Effect on Other Benefit Plans                            20
          7.9       Tax Liability                                            20

EXHIBIT I                                                                    21
</TABLE>


                                      ii

<PAGE>

                   JOHN DEERE SUPPLEMENTAL PENSION BENEFIT PLAN
                   --------------------------------------------

                      SECTION 1.  PURPOSE AND ESTABLISHMENT
                      -------------------------------------

1.1     ESTABLISHMENT AND AMENDMENT OF THE PLAN.  Deere & Company (the
        "Company") established and presently maintains the John Deere
        Supplemental Pension Benefit Plan (the "Plan"), an unfunded
        supplemental retirement plan for the benefit of its eligible
        employees, on 1 November 1978.  Said plan is hereby further amended
        and restated as set forth herein effective as of 1 January 1997.

1.2     PURPOSE.  The purpose of this Plan is to promote the mutual interests
        of Deere & Company and its Officers and Executives.

1.3     COST OF BENEFITS.  Cost of providing benefits under the Plan will be
        borne by the Company.

1.4     APPLICATION OF PLAN.  The provisions of this Plan as set forth herein
        are applicable only to the employees of the Company in current
        employment on or after 1 November 1987, except as specifically
        provided herein.  Except as so provided, any person who was covered
        under the Plan as in effect on 31 October 1987 and who was entitled
        to benefits under the provisions of the Plan shall continue to be
        entitled to the same amount of benefits without change under this
        Plan.  Any person covered under the Plan as in effect 1 November 1987
        who is age 55 or above on 1 November 1987 shall be entitled to the
        larger of the benefit amount in Section 3.2 below or the benefit
        provided under the John Deere Supplemental Pension Benefit Plan
        effective prior to 1 November 1987.

1.5     ADMINISTRATION AND TERMINATION.  The Plan is administered by and
        shall be interpreted by the Company.  The Board of Directors of the
        Company or the Pension Plan Oversight Committee of the Board may at
        any time amend or modify this Plan in their sole discretion.  In
        addition, the Deere & Company Compensation Committee shall have the
        authority to approve all amendments or modifications that:

        a.       in the Compensation Committee's judgment are procedural,
                 technical or administrative, but do not result in changes in
                 the control and management of the Plan assets; or

        b.       in the Compensation Committee's judgment are necessary or
                 advisable to comply with any changes in the laws or
                 regulations applicable to the Plan; or


                                       1

<PAGE>

        c.       in the Compensation Committee's judgment are necessary or
                 advisable to implement provisions conforming to a collective
                 bargaining agreement which has been approved by the Board of
                 Directors; or

        d.       in the Compensation Committee's judgment will not result in
                 changes to benefit levels exceeding $5 million dollars per
                 amendment or modification during the first full fiscal year
                 that such changes are effective for the Plan; or

        e.       are the subject of a specific delegation of authority from
                 the Board of Directors.

Provided, however, that this Plan shall not be amended or modified so as to
reduce or diminish the benefit then currently being paid to any employee or
surviving spouse of any former employee without such person's consent.  The
power to terminate this Plan shall be reserved to the Board of Directors of
Deere & Company.  The procedure for amendment or modification of the Plan by
either the Board of Directors, or, to the extent so authorized, the Pension
Plan Oversight Committee, as the case may be, shall consist of:  the lawful
adoption of a written amendment or modification to the Plan by majority vote
at a validly held meeting or by unanimous written consent, followed by the
filing of such duly adopted amendment or modification by the Secretary with
the official records of the Company.

                                       2

<PAGE>

1.6     NONENCUMBRANCE OF BENEFITS.  No employee, retired employee, or other
        beneficiary hereunder shall have any right to assign, alienate,
        pledge, hypothecate, anticipate, or in any way create a lien upon any
        part of this Plan, nor shall the interest of any beneficiary or any
        distributions due or accruing to such beneficiary be liable in any
        way for the debts, defaults, or obligations of such beneficiary,
        whether such obligations arise out of contract or tort, or out of
        duty to pay alimony or to support dependents, or otherwise.

1.7     EMPLOYMENT RIGHTS.  Establishment of this Plan shall not be construed
        to give any Participant the right to be retained by the Company or to
        any benefits not specifically provided by the Plan.

1.8     SEVERABILITY.  In the event any provision of the Plan shall be held
        invalid or illegal for any reason, any invalidity or illegality shall
        not affect the remaining parts of the Plan, but the Plan shall be
        construed and enforced as if the invalid or illegal provision had
        never been inserted, and the Company shall have the privilege and
        opportunity to correct and remedy such questions of invalidity or
        illegality by amendment as provided in the Plan.

1.9     APPLICABLE LAW.  This Plan is fully exempt from Titles II, III, and
        IV of ERISA.  The Plan shall be governed and construed in accordance
        with Title I of ERISA and the laws of the State of Illinois.


                                       3

<PAGE>

                            SECTION 2.  DEFINITIONS


2.1     DEFINITIONS.  Whenever used in this Plan, it is intended that the
        following terms have the meanings set forth below:

        (a)     "AVERAGE PENSIONABLE PAY" of the Traditional Pension Option
                 means the average for each  year of the following:

                (1)     all straight-time salary payments, plus the larger of
                (i) or (ii) through 31 December 2000 and as of 1 January 2001
                plus the larger of (i) or (iii) below:

                (i)     the amounts paid under the John Deere Profit Sharing
                        Plan and the John Deere Short-Term Incentive Plan
                        prior to 1991 plus the sum of the bonuses paid under
                        the John Deere Performance Bonus Plan for Salaried
                        Employees, the John Deere Health Care,Inc. Annual
                        Performance Award Plan or the John Deere Credit
                        Company Profit Sharing Plan.

                (ii)    the amount paid prior to 1989 under the John Deere
                        Long-Term Incentive Plan, the John Deere Restricted
                        Stock Plan through 1998, or after 1998 the Pro-rated
                        Yearly Vesting Amount under the John Deere Equity
                        Incentive Plan.

                (iii)   the target amount under the John Deere Performance
                        Bonus Plan for Salaried Employees, the John Deere
                        Health, Inc. Annual Performance Award Plan or the
                        John Deere Credit Company Profit Sharing Plan.

        (2)     The ANNUAL AVERAGE of such amounts shall be based on the five
                (5) highest years, not necessarily consecutive, during the
                ten (10) years  immediately preceding the earliest of the
                Participant's retirement, total and permanent disability, or
                death.  The greater of any such short or long-term awards as
                defined in 2.1(a)(1)(i) or (ii) above paid or vested during
                the twelve months immediately following the Participant's
                retirement, shall be substituted for the lowest such annual
                short or long-term bonus award used to calculate Average
                Pensionable Pay, if the result would be a higher pension
                benefit.  All amounts used in calculating the Average
                Pensionable Pay will be determined before the effect of any
                salary or bonus deferral or reduction resulting from an
                election by the Employee under any Company sponsored plan or
                program, but excluding any matching and/or growth factor,
                Company contribution, and/or flexible credits provided by the
                Company under any such plan or program.

        (b)     "AVERAGE MONTHLY PENSIONABLE PAY" means the Average
                Pensionable Pay divided by twelve (12).

        (c)     "BOARD" means the Board of Directors of the Company.


                                       4

<PAGE>

        (d.1)   CAREER AVERAGE PAY of the Contemporary Pension Option means the
                following for those Officers listed in Exhibit 1:

                (1)     The highest five calendar years of the last ten not
                        necessarily consecutive as of 31 December 1996 plus
                        the greater of short-term bonus or long-term
                        incentive pay received in each of those years as
                        defined in section 2.1(a)(1)(i) or (ii) above.

                        plus

                (2)     Base pay and short-term bonuses as defined in Section
                        2.1(a)(1)(i) above paid beginning 1 January 1997 and
                        thereafter (excluding any long-term incentives as
                        defined in section 2.1(a)(1)(ii) above).

        The amounts of all salary, short-term bonus, or other pay received as
        described in (1) and (2) above will be divided by the number of pay
        periods in which base pay was received to determine the Career
        Average Pay.

        (d.2)   "CAREER AVERAGE PAY" of the Contemporary Pension Option means
                the following for newly eligible Participants effective the
                latter of 1 January 1997 or entering Base Salary Grade 13 or
                above:

                (1)     The highest five consecutive of the last ten
                        anniversary years or the last 60 months of straight
                        time pay if higher as of 31 December 1996 for
                        Participants with five or more years of continuous
                        employment.

                        plus

                (2)     Restorable short-term performance bonuses earned and
                        paid during the years 1992-1996 credited at the rate
                        of 1/120th for each pay period of continuous
                        employment beginning 1 January 1997.  Short-term
                        performance bonuses are defined in 2.1(a)(1)(i) of
                        this Plan.

                        plus

                (3)     All straight time pay plus short-term performance
                        bonuses paid on or after 1 January 1997 (excluding
                        any long-term incentives such as stock options).

        The amounts of salary and bonus derived from (d.2)(1) plus (2) plus
        (3) above are divided by the number of pay periods in which base pay
        was received to determine the career average pay.  This amount
        multiplied times 2 transforms career average pay to a monthly
        equivalent.


                                       5

<PAGE>

        (e)     "COMPANY" means Deere & Company, a Delaware corporation.

        (f)     "CONTEMPORARY PENSION OPTION" means the benefit provided to
                Officers Listed in Exhibit 1 who elect the Contemporary
                Pension Option on or before 15 November 1996, and all other
                Executives who become Participants on or after 1 January 1997.

        (g)     "DISABILITY" shall have the same meaning as under the
                Qualified Retirement Plan or John Deere Long Term Disability
                Plan for Salaried Employees

        (h)     "EXECUTIVE" means an employee base salary grade 13 or above
                who on 1 January 1997 is a non-officer, or an employee who
                attains base salary grade 13 or above after 1 January 1997.

        (i)     "OFFICER" means employees listed in Exhibit I and by way of
                their election under the John Deere Pension Plan for Salaried
                Employees may choose between this Traditional or Contemporary
                Supplemental Plan option.

        (j)     "NON-OFFICER" means any employee of the Company who is not an
                elected officer and does not hold one of the elected
                positions listed in (i) above.

        (k)     "PARTICIPANT"  means an Officer as defined in (i) above who
                has served in such capacity for 36 months or Salary Grade 13
                and above Executives who are eligible for participation under
                the Contemporary Supplemental Plan option on the latter of 1
                January 1997 or attainment of base Salary Grade 13.

        (l)     "PLAN YEAR" means the 12-month period beginning each November 1.

        (m)     "PRO-RATED YEARLY VESTING AMOUNT UNDER THE JOHN DEERE EQUITY
                INCENTIVE PLAN" means for the purposes of calculating a long
                term incentive amount under Section 2.1 (a) (1) (ii) of this
                Plan is one-quarter of each bi-annual EIP Grant allocated to
                each year following the Grant date multiplied times the Grant
                Price.  In the event an EIP Grant vests and bonus shares are
                payable during the 12 months immediately following a
                Participant's retirement, the actual value of the Grant will
                be redetermined and allocated equally in one-quarter
                increments to each of the years following the Grant date
                which were used to calculate Average Pensionable Pay, if the
                result would be a higher pension benefit.

        (n)     "QUALIFIED RETIREMENT PLAN" means the John Deere Pension Plan
                for Salaried Employees which is a qualified plan under
                Section 401(a) of the Internal Revenue Code.  Provisions
                under this Plan shall in no way alter provisions under the
                Qualified Retirement Plan.


                                       6

<PAGE>

        (o)     "RETIREMENT BENEFIT" shall be a single-life annuity or lump
                sum amount as provided under Section 3 subject to provisions
                of Section 5.

        (p)     "SECTION 162(m) PARTICIPANT" means a participant who is the
                CEO or the four highest paid Executives, as reported in the
                proxy, who is employed on the last day of the fiscal year.

        (q)     "SERVICE" shall have the same meaning in this Plan as
                "service credit" in the Qualified Retirement Plan.  Service
                credit for benefit purposes in this plan for those Executives
                NOT listed in Exhibit I will begin on the latter of 1 January
                1997 or attainment of base salary grade 13 or above whichever
                is later.

        (r)     "SURVIVING SPOUSE" shall mean the legally married spouse of a
                deceased participant.

        (s)     "TRADITIONAL PENSION OPTION" means the benefit under this
                Plan for Officers who (1) are listed in Exhibit 1, and (2)
                are or become Participants, and (3) who elect the Traditional
                Pension Option on or before 15 November 1996.

2.2     GENDER AND NUMBER.  Except when otherwise indicated by the context,
        any masculine term used herein shall also include the feminine, and
        the singular shall also include the plural.


                                       7

<PAGE>

                   SECTION 3.  SUPPLEMENTAL PENSION BENEFIT


3.1     ELIGIBILITY.  A Participant shall be eligible for benefits under the
        provisions of this Plan who has attained age 60 under the Traditional
        Pension Option or age 55 under the Contemporary Pension Option or at
        any age if eligible to retire on 1 January 1997 and retires under the
        provisions of the Qualified Retirement Plan.

3.2     AMOUNT.  Upon termination and election to retire pursuant to 3.1
        above, the Participant shall be entitled to a monthly Retirement
        Benefit as follows:

        (1)     Traditional Pension Option equals (a) plus (b) below:

                (a)     2% of average monthly pensionable pay for each year of
                        service as an Officer.

                (b)     1 1/2% of average monthly pensionable pay for each year
                        of service as a non-Officer.

                or

        (2)     Contemporary Pension Option equals (a) plus (b) below:

                (a)     2% of career average pay for each year of service as an
                        Officer or Participant.

                (b)     1 1/2% of career average pay for each year of service
                        as a non-Officer prior to the latter of 1 January
                        1997 or attainment of base salary grade 13 or above,
                        whichever is later.

        This amount shall be subject to any reductions for

        (1)     Early retirement under the Contemporary Pension Option as
                provided in Section 3.4 of this plan.

        (2)     Any formula used to calculate the reduction in the retiree's
                monthly benefit under the Qualified Retirement Plan.

        (3)     Survivor benefits described in Section 6.


                                       8

<PAGE>

        (4)     Provisions shown in Section 3.3 which follows and shall be
                further reduced by the sum of

                (i)     the benefit earned under the Qualified Retirement Plan
                        and

                (ii)    the benefit provided under the John Deere Supplementary
                        Pension Plan.

3.3     LIMITATIONS.

        (a)     The total monthly Retirement Benefit paid under the
                Traditional Pension Option of  this Plan, the Qualified
                Retirement Plan and the John Deere Supplementary Pension Plan
                may not exceed 66-2/3% of the Average Monthly Pensionable
                Pay.  If such number is exceeded the amount payable under
                this Plan shall be reduced.

        (b)     That part of the retired employee's monthly benefit which is
                based on service credit prior to 1 July 1993 (1 January 1994
                for employees of John Deere Credit Company, John Deere Health
                Care, Inc. and John Deere Insurance Group) shall be reduced
                by 1/2% for each full year in excess of 10 years that the
                spouse is younger than the employee.

3.4     REDUCTION FOR EARLY RETIREMENT UNDER CONTEMPORARY PENSION OPTION.
        The amount determined in 3.2 above shall be reduced 1/3% per month
        from the unreduced full benefit age provided in the Contemporary
        Pension Option of the Qualified Retirement Plan as of the date
        benefits commence.

3.5     COMMENCEMENT AND DURATION.  Payment of monthly retirement benefits
        provided under this Plan shall commence on the first day of any
        calendar month following the date of retirement as elected under the
        Qualified Retirement Plan.  Benefit payments will be made on the
        first day of each calendar month thereafter.  The last payment will
        be made the first day of the calendar month in which the Participant
        dies, subject to the provisions of Section 5.

        Alternatively, the Participant may elect to receive a lump sum
        payment for all or a portion (in 10% increments from 10% to 90%) of
        the Retirement Benefits payable under this Plan including the 55%
        joint and survivor annuity equal to 11% of the supplemental benefit
        payable, adjusted for service accrued through 30 June 1993, or 31
        December 1993 in the case of employees of John Deere Credit Company,
        John Deere Health Care, Inc., or John Deere Insurance Group.  Written
        notice of the Participant's election to receive a lump sum payment
        shall be irrevocable, and must be received by the Company within the
        twelve (12) months prior to payment, but in no event subsequent to
        the Participant's date of retirement.  The lump sum payment shall be
        made to Participant twelve (12) months after receipt of notice by the
        Company but in no event prior to the Participant's retirement.


                                       9

<PAGE>

        Notwithstanding the above, a Section 162(m) Participant whose
        retirement date coincides with the Company's fiscal year-end date
        will not be paid the previously elected lump-sum payment until he is
        no longer a Section 162(m) Participant.

        Effective for Plan Years beginning 1 November 1999 and thereafter,
        the lump sum will be calculated using an interest rate assumption
        equal to the average yield in September of the preceding Plan Year on
        30-year Treasury Constant Maturities (as published in October by the
        Internal Revenue Service) and the mortality table shall be based upon
        a fixed blend of 50% male mortality rates and 50% female mortality
        rates from the GAM, as set forth in Revenue Ruling 95-6, in effect at
        the beginning of the plan year in which payment is made.  The age
        used in the calculation will be the age of the Participant or, in the
        case of Participant's death, the surviving spouse's age on the date
        payment is made.

Monthly retirement benefits will be redetermined as soon as practicable and
increased benefits paid retroactive to the Participant's date of retirement for:

        (a)     any eligible long or short-term bonus paid after retirement
                replacing an earlier bonus award used to calculate average
                pensionable pay under the Traditional Pension Option

        or

        (b)     any eligible short-term bonus paid after retirement added to
                career average earnings used to calculate pension benefits
                under the Contemporary Pension Option.

3.6     DEATH PRIOR TO RECEIPT OF LUMP SUM.  If an active Participant or a
        Participant on Permanent and Total Disability dies after receipt of
        notice by the Company pursuant to Section 3.5 of Participant's
        irrevocable election to receive a lump sum payment, but before the
        expiration of twelve (12) months after receipt by the Company of such
        election, a Surviving Spouse of the Participant who is eligible for a
        survivor benefit under Section 6 will receive a lump sum survivor's
        benefit under Section 6.1 of this Plan.  The 55% surviving spouse
        lump sum benefit will be payable no earlier than twelve (12) months
        following receipt of notice by the Company of the deceased
        Participant's irrevocable election but not before the first day of
        the month following eligibility for a surviving spouse benefit under
        the Qualified Retirement Plan.

        If a retired Participant or a Participant on Permanent and Total
        Disability subsequently retires under Normal Retirement and dies
        after receipt of notice by the Company pursuant to Section 3.5 of
        Participant's irrevocable election to receive a lump sum payment, but
        before the expiration of twelve (12) months after receipt by the
        Company of such election, a Surviving Spouse of the Participant who
        is eligible for a survivor benefit under Section 6 will receive the
        Participant's full lump sum benefit under Section 3.5 of this Plan in
        lieu of Surviving Spouse benefits under Section 6.  In the event the
        retired Participant is unmarried at the date of


                                       10

<PAGE>

        death or the Surviving Spouse of the deceased Participant is not
        eligible for survivor benefits under Section 6, the Participant's
        full lump sum benefit will be paid to the deceased Participant's
        estate.  The lump sum benefit will be payable no earlier than twelve
        (12) months following receipt of notice by the Company of the
        deceased Participant's irrevocable election.


                                       11
<PAGE>

                        SECTION 4.  DISABILITY BENEFIT


4.1    ELIGIBILITY.  An employee who qualifies for a total and permanent
       disability benefit in accordance with the provisions of the Qualified
       Retirement Plan or John Deere Long Term Disability Plan for Salaried
       Employees shall be entitled to a benefit under this Plan upon retirement
       under a normal retirement under the Qualified Retirement Plan.

4.2    AMOUNT.  The amount shall be determined in accordance with 3.2 except
       that service as an Officer shall be determined for the period of time
       prior to total and permanent disability as defined in the Qualified
       Retirement Plan or John Deere Long Term Disability Plan for Salaried
       Employees.

4.3    COMMENCEMENT AND DURATION.  In the event of Disability, the payment
       method shall be the same as that elected pursuant to Section 3.5 of this
       Plan.  In the event of Disability, payments of Retirement Benefits
       provided under this section shall be made or commence on the same date
       as Retirement Benefits commence under the normal Retirement Provisions
       under the Qualified Retirement Plan.


                                      12

<PAGE>

                       SECTION 5.  CHANGE IN CONTROL OF COMPANY


5.1    ELIGIBILITY.  If a Change in Control of the Company (as defined in 5.2
       below) shall have occurred, and a participant who has not attained age
       60 ceases to be an employee of the Company, such participant shall be
       eligible for benefits under the provisions of this plan notwithstanding
       his age at the time of such cessation of employment, unless such
       cessation of employment is (i) by the Company for "Cause" (as defined in
       5.3 below), or (ii) by the participant for other than Good Reason (as
       defined in 5.4 below).  If the participant's cessation of employment is
       by reason of Death or Permanent Disability, the participant's rights
       under this Plan shall be governed by Section 4 and 6 of this Plan,
       despite the occurrence of a change in control.

5.2.   CHANGE IN CONTROL OF THE COMPANY.  A change in control of the Company
       shall mean a change in control of a nature that would be required to be
       reported in response to Schedule 14A of Regulation 14A promulgated under
       the Securities Exchange Act of 1934, as now or hereafter amended (the
       "Exchange Act"), whether or not the Company is then subject to such
       reporting requirement; provided, that, without limitation, such a Change
       in Control shall be deemed to have occurred if:

       (i)    any "person" (as defined in Sections 13(d) and 14(d) of the
              Exchange Act) is or becomes the "beneficial owner" (as defined in
              Rule 13(d-3) under the Exchange Act), directly or indirectly, of
              securities of the Company representing thirty percent (30%) or
              more of the combined voting power of the Company's then
              outstanding securities;

       (ii)   during any period of two (2) consecutive years (not including any
              period prior to December 9, 1987) there shall cease to be a
              majority of the Board comprised as follows:  individuals who at
              the beginning of such period constitute the Board and any new
              director(s) whose election by the Board or nomination for
              election by the Company's stockholders was approved by a vote of
              at least two-thirds (2/3) of the directors then still in office
              who either were directors at the beginning of the period or whose
              election or nomination for election was previously so approved; or

       (iii)  the shareholders of the Company approve a merger or consolidation
              of the Company with any other company, other than a merger or
              consolidation which would result in the voting securities of the
              Company outstanding immediately prior thereto continuing to
              represent (either by remaining outstanding or by being converted
              into voting securities of the surviving entity) at least 80% of
              the combined voting power of the voting securities of the Company
              or such surviving entity outstanding immediately after such
              merger or consolidation.


                                      13

<PAGE>

       (iv)   the shareholders of the Company approve a plan of complete
              liquidation of the Company or an agreement for the sale or
              disposition by the Company of all or substantially all the
              Company's assets.

5.3    CAUSE.  Termination of employment by the Company for "Cause" shall mean
       termination pursuant to notice of termination setting out the reason for
       termination upon (i) the willful and continued failure by the
       participant to substantially perform his duties with the Company after a
       specific, written demand is developed;  (ii) the willful engaging by the
       participant in conduct which is demonstrably and materially injurious to
       the Company, monetarily or otherwise or (iii) the participant's
       conviction of a felony which impairs the participant's ability
       substantially to perform his duties with the Company.

       An act, or failure to act, shall be deemed "willful" if it is done, or
       omitted to be done, not in good faith and without reasonable belief that
       the action or omission was in the best interest of the Company.

5.4    GOOD REASON.  "Good Reason" shall mean the occurrence, without the
       participant's express written consent, within 24 months following a
       Change in Control of the Company, of any one or more of the following:


       (i)    the assignment to the participant of duties materially
              inconsistent with the participant's duties, responsibilities and
              status prior to the Change in Control or a material reduction or
              alteration in the scope of the participant's responsibilities
              from those in effect prior to the Change in Control;

       (ii)   a reduction by the Company in the participant's base salary or
              profit sharing award as in effect prior to the Change in Control;

       (iii)  the Company requiring the participant to be based at a location in
              excess of twenty-five (25) miles from the location where the
              participant is currently based;

       (iv)   the failure by the Company or any successor to the Company to
              continue in effect any other Pension Plans, or its Profit Sharing
              Plan for Salaried Employees, Short-Term Incentive Bonus Plan,
              Deferred Compensation Plan, Long-Term Incentive Plan, the John
              Deere Stock Option Plan or any other of the Company's employee
              benefit plans, policies, practices or arrangements applying to
              the participant or the failure by the Company to continue the
              participant's participation therein on substantially the same
              basis, both in terms of the amount of benefits provided and the
              level of his or her participation relative to other participants,
              as existed prior to the Change in Control;


                                      14

<PAGE>

       If Good Reason exists, the participant's right to terminate his or her
       employment pursuant to this Subsection shall not be affected by
       temporary or subsequent incapacity due to physical or mental illness.
       Continued employment shall not constitute consent to, or a waiver of
       rights with respect to, any circumstance constituting Good Reason
       hereunder.  Retirement at less than "normal retirement age" as defined
       in the John Deere Pension Plan for Salaried Employees constitutes a
       "termination" for purposes of this Subsection.

5.5    AMOUNT.  The amount of the benefit payable under this section shall be
       determined in accordance with Section 3.2.

5.6    COMMENCEMENT AND DURATION.  Retirement Benefits provided under this
       section shall be made in a lump sum on the first day of the calendar
       month following the date the Participant ceases employment with the
       Company, except as noted in Section 3.5.  Calculation of the lump sum
       payment shall be made in accordance with the terms set forth in Section
       3.5.


                                       15

<PAGE>

                          SECTION 6.  SURVIVOR BENEFITS


6.1    In the event of the death of an active Participant or a Participant on
       Permanent and Total Disability, notwithstanding Section 3.1 of this
       Plan, the surviving spouse shall be eligible for a monthly survivor
       benefit provided the Participant:

              (a)   was married and eligible to retire on the date of death
                    under early or normal retirement provisions of the
                    Qualified Retirement Plan or

              (b)   had been married for at least one year prior to death and
                    was on Total and Permanent Disability as provided in the
                    Qualified Retirement Plan or

              (c)   was married for at least one year prior to death and
                    Participant had elected the Contemporary Pension Option and
                    was vested under the Qualified Retirement Plan or

              (d)   was married for at least one year prior to death and the
                    Participant elected the Traditional Pension Option and had
                    three years or more of service as an Officer.  The benefit
                    will be reduced 1/3% of 1% for each month the Officer would
                    have been under age 60 at the date this surviving spouse
                    benefit commences.

       The surviving spouse benefit under this Plan for a Participant who died
       prior to retirement as specified in 6.1 will be in the same proportion
       of the Participant's benefit under Section 3 of this Plan as the
       surviving spouse benefit under the Qualified Retirement Plan bears to
       the Participant's benefit under Article IV, Section 1 of the Qualified
       Retirement Plan.  The surviving spouse benefit will be payable as a
       monthly annuity or as a lump sum as of the first of the month following
       eligibility for a surviving spouse benefit under the Qualified
       Retirement Plan.

6.2    DEATH OF A RETIRED PARTICIPANT.  The surviving spouse shall be eligible
       for a monthly survivor benefit provided:

       (a)    the Participant is eligible for a retirement benefit under this
              Plan and

       (b)    the Participant had not received the lump sum payment provided
              under Section 3.5 of this Plan and

       (c)    the surviving spouse and Participant were either:

              (1)   continuously married before the Participant's early or
                    normal retirement or

              (2)   the Participant had elected a surviving spouse benefit
                    under section


                                       16

<PAGE>

                    6.4 below.

       The survivor benefit option elected by the retired Participant under
       Article IV, Section 1 of the Qualified Retirement Plan shall apply to
       the survivor benefit payable under this Plan.  Any formula used to
       calculate the reduction in the retiree's monthly benefit under the
       Qualified Retirement Plan shall also apply under this Plan.

6.3    COMMENCEMENT AND DURATION.  Payment of monthly death benefits provided
       under this section shall commence on the same date that surviving spouse
       benefits commence under the Qualified Retirement Plan.  The last payment
       will be made on the first day of the month of the Surviving Spouse's
       death.

6.4    SURVIVOR BENEFIT ELECTION AFTER RETIREMENT.  A Participant who retired
       and is receiving benefits under this Plan, for whom no survivor benefit
       is in effect, may elect a survivor benefit by filing a written
       application with the Company provided:

       (1)    The Participant was not married at retirement and has subsequently
              married, or

       (2)    The Participant has had a Survivor Benefit provision in effect
              and has remarried, and

       (3)    The Participant had not received a lump sum payment provided in
              Section 3.5 of this Plan.

       The Survivor Benefit under this paragraph and any applicable reduction to
       the retired Participant's benefit shall be effective with respect to
       benefits falling due for months commencing with the first day of the
       month following the month in which the Company receives an application,
       but in no event before the first day of the month following the month in
       which the retired Participant has been married to the designated spouse
       for one year.

       On or after 1 July 1999, if the Company is notified of a designated
       spouse following the first day of the month in which the retired
       employee has been married to the designated spouse for one year,
       retroactive reductions and benefit adjustments will be made to the
       retired Participant's pension benefit or the survivor's benefit, in the
       event of a retired Participant's death for such late notice.  These
       retroactive reductions will become payable for the period of time based
       on the date the survivor benefit would have become effective (the first
       day of the month following the month in which the retired Participant
       had been married to the designated spouse for one year).

       Any surviving spouse benefit election by the retired Participant under
       Article IV, Section 1 of the Qualified Retirement Plan shall apply to
       the survivor benefit payable under this Plan.  Any formula used to
       calculate the reduction in the retired Participant's monthly benefit
       under the Qualified Retirement Plan and Sections 3.2, 3.3, and 3.4 of
       this Plan will also apply.


                                       17

<PAGE>

                       SECTION 7.  FINANCING OF BENEFITS


7.1     CONTRACTUAL OBLIGATION.  It is intended that the Company is under a
        contractual obligation to make the payments under this Plan when due.
        No benefits under this Plan shall be financed through a trust fund
        or insurance contracts or otherwise.  Benefits shall be paid out of
        the general funds of the Company.

7.2     UNSECURED GENERAL CREDITOR.  Neither the Participant nor the
        Surviving Spouse shall have any interest whatsoever in any specific
        asset of the Company on account of any benefits provided under this
        Plan.  The Participant's (or Surviving Spouse's) right to receive
        benefit payments under this Plan shall be no greater than the right
        of any unsecured general creditor of the Company.

7.3     FUNDING.  All amounts paid under this Plan shall be paid in cash from
        the general assets of the Company.  Such amounts shall be reflected
        on the accounting records of the Company, but shall not be construed
        to create, or require the creation of, a trust, custodial or escrow
        account.  No Participant shall have any right, title or interest
        whatever in or to any investment reserves, accounts or funds that the
        Company may purchase, establish or accumulate to aid in providing the
        benefits under this Plan.  Nothing contained in this Plan, and no
        action taken pursuant to its provisions, shall create a trust or
        fiduciary relationship of any kind between the Company and a
        Participant or any other person.  Neither shall an employee acquire
        any interest greater than that of an unsecured creditor.

7.4     VESTING.  Benefits under this Plan shall become nonforfeitable at the
        earlier of disability, or retirement under the Traditional Pension
        Option of the Qualified Retirement Plan after reaching age 60 or
        after five years of service credit and termination of employment or
        retirement under the Qualified Retirement Plan Contemporary Pension
        Option.  Notwithstanding the preceding sentence, a Participant or his
        beneficiary shall have no right to benefits hereunder if the Company
        determines that he engaged in a willful, deliberate or gross act of
        commission or omission which is substantially injurious to the
        finances or reputation of the Company.

7.5     ADMINISTRATION.  This Plan shall be administered by the Company which
        shall have, to the extent appropriate, the same powers, rights,
        duties and obligations with respect to this Plan as it does with
        respect to the Qualified Retirement Plan; provided, however, that the
        determination of the Company as to any questions arising under this
        Plan, including questions of construction and interpretation shall be
        final, binding, and conclusive upon all persons.

7.6     EXPENSES.  The expenses of administering the Plan shall be borne by
        the Company.


                                       18

<PAGE>

7.7     INDEMNIFICATION AND EXCULPATION.  The agents, officers, directors,
        and employees of the Company and its affiliates shall be indemnified
        and held harmless by the Company against and from any and all loss,
        cost, liability, or expenses that may be imposed upon or reasonably
        incurred by them in connection with or resulting from any claim,
        action, suit, or proceeding to which they may be a party or in which
        they may be involved by reason of any action taken or failure to act
        under this Plan and against and from any and all amounts paid by them
        in settlement (with the Company's written approval) or paid by them
        in satisfaction of a judgment in any such action, suit, or
        proceeding.  The foregoing provision shall not be applicable to any
        person if the loss, cost, liability, or expense is due to such
        person's gross negligence of willful misconduct.

7.8     EFFECT ON OTHER BENEFIT PLANS.  Amounts credited or paid under this
        Plan shall not be considered to be compensation for the purposes of a
        qualified pension plan or any other benefit plan maintained by the
        Company.  The treatment of such amounts under other employee benefit
        plans shall be pursuant to the provisions of such plans.

7.9     TAX LIABILITY.  The Company may withhold from any payment of benefits
        hereunder any taxes required to be withheld and such sum as the
        Company may reasonably estimate to be necessary to cover any taxes
        for which the Company may be liable and which may be assessed with
        regard to such payment.


                                       19

<PAGE>

                                   EXHIBIT I

<TABLE>
<CAPTION>

                                TITLES AS OF
                               1 NOVEMBER 1996                 OFFICER SINCE
                               ---------------                 -------------
<S>                            <C>                             <C>
Hans W. Becherer               Chairman & COO & CEO            26 Apr 1977

Bernard L. Hardiek             President, Worldwide            26 Aug 1987
                               Ag. Equipment Division

Ferdinand F. Korndorf          President, Worldwide            23 Sep 1991
                               Commercial & Consumer
                               Equipment Division

John K. Lawson                 Sr. VP, Engineering,            27 Feb 1985
                               Information & Technology

Eugene L. Schotanus            Executive VP                    29 Jan 1974
                               Financial Services              (Retired)

Joseph W. England              Sr. VP, Worldwide Parts         29 Jan 1974
                               & Corp. Administration

Pierre E. Leroy                President, Worldwide            12 Dec 1985
                               Industrial Equipment Div.

Michael S. Plunkett            Sr., VP, Engineering,           29 Jan 1980
                               Technology & HR                 (Retired)

Frank S. Cottrell              VP, General Counsel             26 Aug 1987
                               & Corporate Secretary

Robert W. Lane                 Sr. VP & CFO                    16 Jan 1996

John S. Gault                  former VP, Engr., Info,         01 Jan 1994
                               & Tech. GM, Harvester

Glen D. Gustafson              former Comptroller              28 Jul 1981
                               Dir., Bus. Planning             (Retired)

Robert W. Porter               Sr. VP, North American          16 Nov 1994
                               Ag. Marketing


                                       20

<PAGE>

<CAPTION>

EXHIBIT I (CONTINUED)

                               TITLES AS OF
                               1 NOVEMBER 1996                 OFFICER SINCE
                               ---------------                 -------------
<S>                            <C>                             <C>
Adel A. Zakaria                Sr. VP, Worldwide               01 Apr 1992
                               Ag Engr. & Mfg.

James D. White                 Sr. VP, Manufacturing           26 Aug 1987

Mark C. Rostvold               Sr. VP, Worldwide               26 Aug 1987
                               Commercial & Consumer
                               Equip. Division

Dennis E. Hoffmann             President                       05 Dec 1990
                               John Deere Insurance            (Retired)

Michael P. Orr                 President                       05 Dec 1990
                               John Deere Credit Company

Richard J. VanBell             President                       16 Jan 1994
                               John Deere Health Care          (Retired)

</TABLE>


                                       21