<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
                               09 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 07 JANUARY 1998 - EFFECTIVE 01 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 -  02 NOVEMBER 1999 - EFFECTIVE  01 NOVEMBER 1999
 AMENDED  31 July 2000 -EFFECTIVE   1 Jan 2000 (Item(1&2)-1 Apr 2000 (Item (3)
                     (See Resolution for Item explanation)
<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
      3.7      Qualified Domestic Relations Order                          11

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
      5.6      Commencement and Duration                                   15
      5.7      Deere & Company Severance Protection                        15
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
Section                                                                    Page
-------                                                                    ----
<S>                                                                        <C>
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

          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.

                                       1
<PAGE>

1.6  Nonencumbrance of Benefits.  Except as provided in Article VIII, Section 8
     --------------------------
     of the John Deere Pension Plan for Salaried Employees, 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.

                            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

                                       2
<PAGE>

            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.
             -----
     (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.

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

                                       3
<PAGE>

     (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.

     (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.

                                       4
<PAGE>

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.

                   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.

     (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.

                                       5
<PAGE>

     (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.

     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)

                                       6
<PAGE>

     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 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.

3.7  Qualified Domestic Relations Order

     Distribution is prohibited under the Plan prior to the Participant's
     retirement and, in the event of a Qualified Domestic Relations Order, the
     Alternate Payee must take distribution as a single lump sum payment within
     180 days following the Participant's retirement under the Plan.

                        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.

                   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:

                                       7
<PAGE>

     (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.

     (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;

                                       8
<PAGE>

     (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;

     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

5.7  Deere & Company Severance Protection Agreement
     ----------------------------------------------

     The change in control of Company provisions shown above do not apply in the
     ---------------------------------------------------------------------------
     event a Participant has received and executed a personal Severance
     ------------------------------------------------------------------
     Protection Agreement issued by Deere & Company.  In order for the Severance
     ---------------------------------------------------------------------------
     Protection Agreement to apply in lieu of the provisions shown in Section 5
     --------------------------------------------------------------------------
     above the Agreement must be effective as shown in Article I. Establishment,
     ---------------------------------------------------------------------------
     Term and Purpose of the Deere & Company Severance Protection Agreement.
     -----------------------------------------------------------------------

                         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.

                                       9
<PAGE>

     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 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).

                                       10
<PAGE>

     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.

                       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.

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.

                                       11
<PAGE>

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.

                                       12
<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 Ag. Equipment Division                   26 Aug 1987

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

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

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

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

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

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

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

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

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

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

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

Adel A. Zakaria                     Sr. VP, Worldwide Ag Engr. & Mfg.                             01 Apr 1992

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

Mark C. Rostvold                    Sr. VP, Worldwide Commercial &                                26 Aug 1987
                                    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>

                                       13