Exhibit 10.16


 


JOHN
DEERE


 


SENIOR
SUPPLEMENTARY PENSION BENEFIT PLAN


 


 


AS
AMENDED AND RESTATED EFFECTIVE:  1 NOVEMBER 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 4
DECEMBER 1996 - EFFECTIVE 1 JANUARY 1997


 


AMENDED
26 MAY 1999 – EFFECTIVE 26 MAY 1999


 


AMENDED
19 JULY 1999 – EFFECTIVE 1 JULY 1999


 


AMENDED
12 JANUARY 2000 - EFFECTIVE 1 JANUARY 2000


 


AMENDED
31 JULY 2000 -EFFECTIVE 1 JANUARY 2000


 


AMENDED:
29 JANUARY 2002 - EFFECTIVE: 1 JANUARY 2002


 


 


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JOHN
DEERE


SENIOR
SUPPLEMENTARY PENSION BENEFIT PLAN


 


TABLE OF
CONTENTS


 


	
  Article

  	
   

  	
  Page

  
	
   

  	
   

  
	
  I.

  	
  ESTABLISHMENT, PURPOSE AND
  CONSTRUCTION

  	
   

  
	
   

  	
   

  
	
   

  	
  1.1

  	
  Establishment

  	
  109

  
	
   

  	
  1.2

  	
  Purpose

  	
  109

  
	
   

  	
  1.3

  	
  Effective Date and Plan
  Year

  	
  109

  
	
   

  	
  1.4

  	
  Application of Plan

  	
  110

  
	
   

  	
  1.5

  	
  Construction

  	
  110

  
	
   

  	
   

  
	
  II.

  	
  PARTICIPATION

  	
   

  
	
   

  	
   

  
	
   

  	
  2.1

  	
  Eligibility to
  Participate

  	
  111

  
	
   

  	
  2.2

  	
  Effect of Transfer

  	
  111

  
	
   

  	
   

  
	
  III.

  	
  SUPPLEMENTARY BENEFITS

  	
   

  
	
   

  	
   

  
	
   

  	
  3.1

  	
  Eligibility for Benefit

  	
  112

  
	
   

  	
  3.2

  	
  Amount of Benefit

  	
  112

  
	
   

  	
  3.3

  	
  Form of Payment
  and Commencement Date

  	
  112

  
	
   

  	
  3.4

  	
  Death Prior to Receipt
  of Lump Sum

  	
  113

  
	
   

  	
  3.5

  	
  Qualified Domestic
  Relations Order

  	
  114

  
	
   

  	
   

  
	
  IV.

  	
  ADMINISTRATION OF PLAN

  	
   

  
	
   

  	
   

  
	
   

  	
  4.1

  	
  Administration

  	
  115

  
	
   

  	
  4.2

  	
  Amendment, Modification
  or Termination

  	
  115

  
	
   

  	
   

  
	
  V.

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
   

  	
  5.1

  	
  Employment Rights

  	
  117

  
	
   

  	
  5.2

  	
  Applicable Law

  	
  117

  
	
   

  	
  5.3

  	
  Non-Alienation

  	
  117

  
	
   

  	
  5.4

  	
  Withholding of Taxes

  	
  117

  
	
   

  	
  5.5

  	
  Funding and Rights
  Against Assets

  	
  117

  
	
   

  	
  5.6

  	
  Effect on Other Benefit
  Plans

  	
  117

  
					



 


 


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JOHN
DEERE SENIOR SUPPLEMENTARY


PENSION
BENEFIT PLAN


 


Article I.  Establishment, Purpose and Construction


 


1.1           Establishment.  Effective 1 November 1985, Deere &
Company established the John Deere Supplementary Pension Benefit Plan (the “Former
Plan”) for the benefit of the salaried employees on its United States payroll
and the salaried employees of its United States subsidiaries or affiliates that
chose to adopt the John Deere Pension Plan for Salaried Employees (“Salaried
Pension Plan”).  Deere & Company
and its United States subsidiaries and affiliates that have adopted the
Salaried Pension Plan (jointly the “Company”) are also deemed to have adopted
the Former Plan.  The Company amended and
restated the Former Plan, and divided it into two separate plans, effective 1 November 1992.
This John Deere Senior Supplementary Pension Benefit Plan (the “Plan”) is one
of the two plans which replaced the Former Plan.


 


1.2           Purpose.  The Company
maintains a defined benefit pension plan, known as the Salaried Pension Plan,
which is intended to be a qualified defined benefit pension plan which meets
the requirements of Section 401(a) of the Internal Revenue Code of
1986 (“Code”).  Section 401(a)(17)
of the Code limits the amount of compensation paid to a participant in a qualified
defined benefit pension plan which may be taken into account in determining
benefits under such a plan.  Section 415
of the Code limits the benefit which may be paid under a qualified defined
benefit pension plan.  This Plan is
intended to provide benefits which, when combined with the benefit actually
payable under the Salaried Pension Plan, are reasonably comparable to the
benefits which participants in the Salaried Pension Plan would have received
under such plan if there were no limitations imposed by Sections 401(a)(17) and
415 of the Code.  This Plan is intended
to qualify as an unfunded deferred compensation plan for a select group of
management or highly compensated employees, within the meaning of Sections
201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
Security Act of 1974 (“ERISA”).


 


1.3           Effective
Date and Plan Year.  This Plan shall
be effective 1 November 1992. 
Participants in the Former Plan who were receiving benefits under the
Former Plan as of 31 October 1992, and who are eligible employees as
defined in Section 2.1 below, shall receive the same benefit payments
under this Plan as they were receiving under the Former Plan as of 31 October 1992.  Participants in the Former Plan who were not
receiving benefits as of 31 October 1992, and who are eligible employees
as defined in Section 2.1 below, shall have no further rights under the
Former Plan, but shall be entitled to benefits, if any, only under the terms of
this Plan.  The Plan Year shall be the
twelve-month


 


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period beginning on 1 November of
each year and ending on 31 October of the following year.


 


1.4           Application
of Plan.  The terms of this Plan are
applicable only to eligible employees of the Company as described in Section 2.1
below who (i) become eligible to receive benefit payments hereunder on or
after 1 November 1992 or (ii) were receiving benefit payments under the
Former Plan as of 31 October 1992.


 


1.5           Construction.  Unless the context clearly indicates
otherwise or unless specifically defined herein, all operative terms used in
this Plan shall have the meanings specified in the Salaried Pension Plan and
words in the masculine gender shall be deemed to include the feminine and
neuter genders and the singular shall be deemed to include the plural and vice
versa.


 


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Article II.  Participation


 


2.1           Eligibility
to Participate.  Any employee
participating in the Salaried Pension Plan (or a surviving spouse of such
employee) whose retirement benefit upon termination from employment or death
under such plan is reduced by application of Article I, Section 14,
of the Salaried Pension Plan (or any other provision of the Salaried Pension
Plan which limits benefits under the plan as required by Section 415 of
the Code) or the limitation on the amount of annual compensation used for
determining benefits under the Salaried Pension Plan contained in Article III,
Section 2, Paragraph C or Section 2.1, Paragraph B of such plan (or
any other provision which limits compensation used in determining benefits
under the Salaried Pension Plan as required by Section 401(a)(17) of the
Code) shall be eligible to participate in this Plan if the compensation used in
any year to calculate the employee’s benefit under the Salaried Pension Plan is
equal to or greater than the maximum amount of compensation which can be taken
into account under Section 401(a)(17) of the Code for purposes of
determining such employee’s benefit under the Salaried Pension Plan.


 


2.2           Effect
of Transfer.  An employee who is a
participant in this Plan and who ceases to be an eligible employee as described
in Section 2.1 above shall cease to be a participant in this Plan upon
such employee ceasing to be an eligible employee and shall thereafter be
eligible to participate in the John Deere ERISA Supplementary Pension Benefit
Plan, provided that such employee continues as a salaried employee on the
United States payroll of the Company.


 


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Article III.  Supplementary Benefits


 


3.1           Eligibility
for Benefit.  An eligible employee
shall be entitled to a benefit under this Plan in the event that such eligible
employee’s employment with the Company terminates by reason of death or
retirement, including deferred vested retirement, under the terms of the
Salaried Pension Plan.


 


3.2           Amount
of Benefit.  The amount of the
supplementary benefit payable under this Plan shall be the amount by which (A) exceeds
(B) where:


 


(A)    equals
the amount of an employee’s monthly pension benefit or survivor benefit payable
under the terms of the Salaried Pension Plan as in effect on the date of the
employee’s termination, retirement or death, but determined without regard to
any limitation on such benefit imposed in order to comply with the limitation
on benefits contained in Sections 401(a)(17) or 415 of the Code and based on
the employee’s total salary from the Company before the effect of any salary
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 contributions and/or flexible credits provided by the Company
under any such plan or program; and


 


(B)     equals
such employee’s actual monthly pension benefit or survivor benefit payable
under the Salaried Pension Plan as in effect on the date of such employee’s
termination, retirement or death.


 


The determinations of the
amount of (A) and (B) above shall be made using a straight life
annuity form.


 


3.3           Form of
Payment and Commencement Date. The supplementary benefit payable under this
Plan shall be payable in the same manner and form as the benefit paid to or
with respect to an employee under the Salaried Pension Plan and shall
automatically commence on or about the same date as payments under the Salaried
Pension Plan and shall continue as long as benefits are payable under the
Salaried Pension Plan.


 


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 with a flat 11% load,
adjusted for service accrued through 30 June 1993, or 31 December 1993
in the case of the 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)


 


112





















 


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.


 


Effective beginning
1  January 2002 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 Group Annuity Reserving
Table (“GAR”), as set forth in Revenue Ruling 
2001-62, 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.


 


3.4           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 3.3 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 the Qualified
Retirement Plan will receive a lump sum survivor’s benefit under 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 3.3
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 the Qualified
Retirement Plan will receive the Participant’s full lump sum benefit under Section 3.3
of this Plan.  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 the Qualified
Retirement Plan, 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.


 


113





















 


3.5           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.


 


114





















 


Article IV.  Administration of Plan


 


4.1           Administration.  This Plan shall be administered by the
Company (the “Administrator”).  The
Administrator shall have the power to construe and interpret this Plan, decide
all questions of eligibility and determine the amount, manner and time of
payment of any benefits hereunder.  All
determinations of the Administrator shall be final, binding and conclusive on
all persons.


 


4.2           Amendment,
Modification or Termination.  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


 


115





















 


the official records of
the Company.  If a subsidiary or
affiliate of Deere & Company that has adopted this Plan ceases to be a
subsidiary or affiliate, the participation in this Plan by the employees of
such subsidiary or affiliate shall terminate, and no employees of such former
affiliate or subsidiary shall accrue or be entitled to a benefit under this
Plan on and after the date such company ceases to be a subsidiary or affiliate
of Deere & Company (other than former employees who were receiving
benefit payments as of such date).


 


116





















 


Article V.  Miscellaneous


 


5.1           Employment
Rights.  Nothing under this Plan
shall be construed to give any employee the right to continue in employment
with the Company or to any benefits not specifically provided herein.


 


5.2           Applicable
Law.  This Plan, to the extent it is
not exempt therefrom, shall be governed and construed in accordance with the
applicable provisions of ERISA.  To the
extent not governed by ERISA, this Plan shall be governed and construed in
accordance with the laws of the State of Illinois, exclusive of conflict laws.


 


5.3           Non-Alienation.  Except as provided in Article VIII, Section 8
of the John Deere Pension Plan for Salaried Employees, no right or benefit
under this Plan shall be subject to anticipation, alienation, sale, assignment,
pledge, encumbrance or charge and any attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge the same shall be null and void.  No right or benefit under this Plan shall in
any manner be liable for or subject to the debts, contracts, liabilities or
torts of the person entitled to such benefits except for such claims as may be
made by the Company.


 


5.4           Withholding
of Taxes.  The Company, or its
designee, may withhold from any payment of benefits under this Plan any income,
employment or other taxes required to be withheld, including any taxes for
which the Company or its designee may be liable with respect to the payment of
such benefits.


 


5.5           Funding
and Rights Against Assets.  The
Company shall make all payments due under this Plan in cash from its general assets
and benefits payable under this Plan shall not be funded through the use of a
trust, insurance contracts or otherwise. 
All expenses of administering this Plan shall also be borne by the
Company.  Neither participating
employees, nor their surviving spouses, shall have any interest whatsoever in
any specific assets of the Company on account of any benefits payable under
this Plan and their rights to receive such benefits shall be no greater than
the rights of any other unsecured creditor of the Company.


 


5.6           Effect
on Other Benefit Plans.  Amounts
credited or payable under this Plan shall not be considered compensation for
purposes of any qualified retirement plan maintained by the Company.  The treatment of such amounts under any other
plan of the Company shall be determined under the provisions of such plan.


 


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The John Deere Senior Supplementary Pension Benefit
Plan, effective as of 1 November 1992, with amendments through 1 January 2002,
is further amended effective as of the dates indicated, by adding the following
Article VI immediately following Article V thereof.


 


“Article VI. 
409A Amendments


 


Notwithstanding
anything in the Plan to the contrary, effective as of the dates indicated, the
Plan is amended as set forth in this Article VI in order to avoid adverse
or unintended tax consequences to Participants under Section 409A of the
Code and the applicable rules and regulations thereunder (“Section 409A”).  The provisions of this Article VI shall
apply to that portion of a Participant’s benefit that is not both earned and
vested under the Plan as of 31 December 2004 (the “409A Benefit”)
and shall supersede the other provisions of the Plan to the extent necessary to
eliminate inconsistencies between this Article VI and such other
provisions.  References to Sections are
references to sections in the Plan, unless otherwise provided.


 


6.1.          Distribution Elections.


 


(a)           Retirement Eligible and Separated in 2006. 
Effective as of 1 December 2005, a Participant who is or will be
retirement eligible as provided under the terms of the John Deere Pension Plan
for Salaried Employees (“Retirement Eligible”) as of 31 December 2006
shall be permitted to irrevocably elect to receive payment of his 409A Benefit
in the form of an annuity or a single lump sum; provided that such
Participant (i) makes such election by 31 December 2005 in accordance
with procedures established by the Company and (ii) incurs a separation
from service as defined under Section 409A (“Separation from Service”)
on or after 1 December 2005 and on or before 31 December 2006.  Payment of the 409A Benefit pursuant to this Section 6.1(a) shall
be paid or commence to be paid six months and one day after the Participant’s
Separation from Service.


 


(b)           Retirement Eligible and Separated in 2005. 
Effective as of 1 January 2005, a Participant who incurs a
Separation from Service in calendar year 2005 shall be permitted to irrevocably
elect to receive payment of his 409A Benefit in the form of an annuity or a
single lump sum; provided that the Participant makes such election in
accordance with procedures established by the Company and by no later than 31 December 2005.  Payment of the 409A Benefit pursuant to this Section 6.1(b) shall
(A) if paid in the form of an annuity, commence to be paid upon the
Participant’s Separation from Service, or (B) if paid in the form of a
single lump sum, be paid upon the Participant’s Separation from Service.


 


(c)           Form of Annuity.


 


(i)            Effective as 1 January 2005, the 409A Benefit
of a Participant who is Retirement Eligible as described in Section 6.1(a) or
Section 6.1(b) may


 


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be
paid in the form of a single life annuity or a joint and survivor annuity; provided,
however, that if a Participant elects an annuity under the Plan, such
Participant shall receive the same form of annuity as elected by the
Participant prior to his Separation from Service under the John Deere Pension
Plan for Salaried Employees, without regard to the social security level income
option.


 


(ii)           Effective as of 1 January 2006, the 409A Benefit of a Participant
who elects an annuity pursuant to Section 6.1(a), but who fails to elect a
form of annuity under the John Deere Pension Plan for Salaried Employees prior
to his Separation from Service, shall receive a single life annuity.


 


(d)           All
Other Participants; Default Form of Payment.


 


(i)            The 409A Benefit of a Participant who incurs a
Separation from Service on or after 1 January 2006 and is not described in
Section 6.1(a), 6.1(b) or Section 6.2 shall be distributed in
the form of a single lump sum payment six months and one day after the
Participant’s Separation from Service, regardless of any prior election.


 


(ii)           Effective as of 1 January 2006, the 409A Benefit
of a Participant described in Section 6.1(a) who fails to make an
election pursuant to Section 6.1(a) shall receive his Benefit in the
form and at the time specified in Section 6.1(d)(i).


 


6.2.          Death. 
Effective as of 1 January 2006, the 409A Benefit of any Participant
who dies (i) prior to his Separation from Service or (ii) while on
Long-Term Disability shall be paid as soon as administratively feasible to the
Surviving Spouse (if any) of such Participant in the form of a single lump sum.


 


6.3.          Disability. 
Effective as of 1 January 2006, a Participant on Long Term
Disability shall receive a distribution of his 409A Benefit in a single lump
sum on his 65th birthday.


 


6.4           Additional Requirements of Section 409A.  Notwithstanding anything in this Article 6
to the contrary, effective as of 1 January 2005 (unless otherwise
provided):


 


(a)           Timing of Distributions.  Distribution of a Participant’s 409A Benefit
shall be made as soon as administratively feasible after the date set forth in
this Article 6 applicable to such distribution, and, effective as of 1 October 2005,
no later than the time required by Section 409A.


 


(b)           Timing of Elections.  Except as otherwise provided in Section 6.4(c),
to the extent that any Participant makes a payment election on or prior to 31


 


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December 2005 with respect to all or a portion
of his 409A Benefit (to the extent previously deferred), such election shall be
permitted and deemed to be pursuant to Q&A 19(c) of Notice 2005-1 promulgated by the U.S. Treasury Department and the
Internal Revenue Service.


 


(c)           Termination of Participation.  To the extent that any Participant receives
in the 2005 calendar year a distribution of all, or any portion, of his 409A
Benefit, such distribution shall be deemed a whole or partial (as the case may
be) termination of such Participant’s 409A Benefit in accordance with Q&A
20(a) of Notice 2005-1 promulgated by the U.S. Treasury Department and the
Internal Revenue Service.


 


(d)           Six-Month Delay. 
Distribution of a Participant’s 409A Benefit shall be made in accordance
with the provisions of Section 409A and, to the extent that such payments
are issued in connection with a Participant’s Separation from Service for any
reason other than death, such payments shall be delayed
for six months and one day to the extent the Administrator determines that such
delay is necessary to avoid the imposition on any Participant of additional
taxes or interest under Section 409A.


 


(e)           Amendments and Modifications.  With respect to a Participant’s 409A Benefit,
the Vice President, Human Resources and any successor thereof shall have the
unilateral right to amend or modify the Plan, any Participant elections under
the Plan and the time and manner of any payment of benefits under the Plan in
accordance with Section 409A, in each case, without the consent of any
employee or Participant, to the extent that the Vice President, Human Resources
and any successor thereof, as the case may be, deems such action to be necessary
or advisable to avoid the imposition on any Participant of an additional tax or
interest under Section 409A.  Any
determinations of the Vice President, Human Resources or the successor thereto
pursuant to this Section 6.4(e) shall be final, conclusive and
binding on all parties.”


 


120