Exhibit
10.15


 


 JOHN DEERE SUPPLEMENTAL
PENSION BENEFIT PLAN


 


AMENDED: 1 November 198


 


AMENDED:
24 February 1988


 


AMENDED:
28 February 1990


 


AMENDED:
27 February 1991


 


AMENDED: 29 May 1991


 


AMENDED: 26 August 1992


 


AMENDED:
09 December 1992


 


AMENDED: May 1993
– Effective: 01 July 1993


 


AMENDED:
08 December 1993 – Effective: 01 July 1993


 


AMENDED:
07 December 1994


 


AMENDED: May 1995
– Effective: 01 January 1995


 


AMENDED:
13 December 1995 – Effective: 01 January 1995


 


AMENDED:
04 December 1996 – Effective: 01 January 1997


 


AMENDED:
07 January 1998 – Effective: 01 January 1998


 


AMENDED:
26 May 1999  - Effective: 26 May 1999


 


AMENDED:
19 July 1999  - Effective: 01 July 1999


 


AMENDED:
06 August 1999 – Effective: 01 AugusT 1999


 


AMENDED:
02 November 1999 – Effective: 01 November 1999


 


AMENDED:  31 July 2000 –Effective: 01Jan 2000
(Item (1&2) 01 Apr 2000 (Item (3)


(See
Resolution for Item explanation)


 


AMENDED:
29 January 2002 - Effective: 01 January 2002


 


 


 


80





















 


JOHN DEERE
SUPPLEMENTAL PENSION BENEFIT PLAN


 


TABLE OF
CONTENTS


 


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  I.

  	
  PURPOSE AND ESTABLISHMENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Establishment and Amendment of the Plan

  	
  83

  
	
   

  	
  1.2

  	
  Purpose

  	
  83

  
	
   

  	
  1.3

  	
  Cost of Benefits

  	
  83

  
	
   

  	
  1.4

  	
  Application of Plan

  	
  83

  
	
   

  	
  1.5

  	
  Administration and Termination

  	
  83

  
	
   

  	
  1.6

  	
  Nonencumbrance of Benefits

  	
  84

  
	
   

  	
  1.7

  	
  Employment Rights

  	
  84

  
	
   

  	
  1.8

  	
  Severability

  	
  84

  
	
   

  	
  1.9

  	
  Applicable Law

  	
  84

  
	
   

  	
   

  	
   

  
	
  II.

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Definitions

  	
  85

  
	
   

  	
  2.2

  	
  Gender and Number

  	
  88

  
	
   

  	
   

  	
   

  
	
  III.

  	
  SUPPLEMENTAL PENSION BENEFIT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Eligibility

  	
  89

  
	
   

  	
  3.2

  	
  Amount

  	
  89

  
	
   

  	
  3.3

  	
  Limitations

  	
  90

  
	
   

  	
  3.4

  	
  Reduction for Early Retirement under
  Contemporary Option

  	
  90

  
	
   

  	
  3.5

  	
  Commencement and Duration

  	
  90

  
	
   

  	
  3.6

  	
  Death Prior to Receipt of Lump Sum

  	
  91

  
	
   

  	
  3.7

  	
  Qualified Domestic Relations Order

  	
  92

  
	
   

  	
   

  	
   

  
	
  IV.

  	
  DISABILITY BENEFIT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Eligibility

  	
  93

  
	
   

  	
  4.2

  	
  Amount

  	
  93

  
	
   

  	
  4.3

  	
  Commencement and Duration

  	
  93

  
	
   

  	
   

  	
   

  
	
  V.

  	
  CHANGE IN CONTROL OF COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Eligibility

  	
  94

  
	
   

  	
  5.2

  	
  Change in Control of the Company

  	
  94

  
	
   

  	
  5.3

  	
  Cause

  	
  95

  
	
   

  	
  5.4

  	
  Good Reason

  	
  95

  
	
   

  	
  5.5

  	
  Amount

  	
  96

  
	
   

  	
  5.6

  	
  Commencement and Duration

  	
  96

  
	
   

  	
  5.7

  	
  Deere & Company Severance
  Protection

  	
  96

  



 


 


81





















 


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  VI.

  	
  SURVIVOR BENEFITS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Death of an active Participant or a
  Participant on Permanent & Total Disability

  	
  97

  
	
   

  	
  6.2

  	
  Death of a Retired Participant

  	
  97

  
	
   

  	
  6.3

  	
  Commencement and Duration

  	
  98

  
	
   

  	
  6.4

  	
  Survivor Benefit Election After Retirement

  	
  98

  
	
   

  	
   

  	
   

  
	
  VII.

  	
  FINANCING OF BENEFITS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Contractual Obligation

  	
  100

  
	
   

  	
  7.2

  	
  Unsecured General Creditor

  	
  100

  
	
   

  	
  7.3

  	
  Funding

  	
  100

  
	
   

  	
  7.4

  	
  Vesting

  	
  100

  
	
   

  	
  7.5

  	
  Administration

  	
  100

  
	
   

  	
  7.6

  	
  Expenses

  	
  100

  
	
   

  	
  7.7

  	
  Indemnification and Exculpation

  	
  101

  
	
   

  	
  7.8

  	
  Effect on Other Benefit Plans

  	
  101

  
	
   

  	
  7.9

  	
  Tax Liability

  	
  101

  
	
   

  	
   

  	
   

  
	
  EXHIBIT I

  	
  105

  



 


 


82





















 


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


 


 


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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.


 


1.6           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.


 


84





















 


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.


 


85





















 


(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.


 


86





















 


(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.


 


87





















 


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.


 


88





















 


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.


 


89





















 


(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.


 


90





















 


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 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.


 


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 


 


91





















 


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.


 


92





















 


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.


 


93





















 


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.


 


94





















 


(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;


 


95





















 


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.


 


96





















 


 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


 


97





















 


(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).


 


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 


 


98





















 


Participant’s monthly benefit under the
Qualified Retirement Plan and Sections 3.2, 3.3, and 3.4 of this Plan will also
apply.


 


99





















 


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.


 


100





















 


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.


 


101





















 


Effective as of the dates indicated, the John Deere
Supplemental Pension Benefit Plan, amended and restated as of 1 January 1997,
with amendments through 1 January 2002, is further amended and is
clarified with respect to the forms of annuity available under the Plan by
adding the following Section 8 immediately following Section 7
thereof.


 


“Section 8.  409A Amendments


 


The Plan is amended as set forth in this Section 8, effective as
of the dates indicated, 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 Section 8 shall
apply to that portion of a Participant’s benefit that is not both earned and
vested 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 Section 8 and such other provisions.  References to Sections are references to
sections in the Plan, unless otherwise provided.


 


8.1.          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 8.1(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 8.1(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 8.1(a) or Section 8.1(b) may
be paid in the form of a single life annuity or a joint and survivor annuity; 


 


102





















 


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 8.1(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 8.1(a), 8.1(b) or Section 8.2 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 8.1(a) who fails to
make an election pursuant to Section 8.1(a) shall receive his 409A
Benefit in the form and at the time specified in Section 8.1(d)(i).


 


8.2.          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.


 


8.3           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.


 


8.4.          Survivor Benefit Election After Retirement. 
Effective as of 1 January 2005, a Participant who is retired and
receiving benefits under the Plan and for whom no survivor benefit is in effect
shall not be permitted to elect a survivor benefit with respect to his 409A
Benefit.


 


8.5           Additional Requirements of Section 409A. 
Notwithstanding anything in this Section 8 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 Section 8
applicable to such distribution, and, effective as of 1 October 2005, no
later than the time required by Section 409A.


 


103





















 


(b)           Timing of Elections.  Except
as otherwise provided in Section 8.5(c), to the extent that any
Participant makes a payment election on or prior to 31 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 thereof pursuant to this Section 8.5(e) shall
be final, conclusive and binding on all parties.”


 


104





















 


EXHIBIT I


 


	
   

  	
   

  	
  TITLES AS OF

  1 NOVEMBER 1996

  	
   

  	
  OFFICER SINCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hans W. Becherer

  	
   

  	
  Chairman & COO & CEO

  	
   

  	
  26 Apr 1977

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bernard L. Hardiek

  	
   

  	
  President, Worldwide Ag. Equipment Division

  	
   

  	
  26 Aug 1987 (Retired)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ferdinand F. Korndorf

  	
   

  	
  President, Worldwide Commercial &
  Consumer Equipment Division

  	
   

  	
  23 Sep 1991

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John K. Lawson

  	
   

  	
  Sr. VP, Engineering, Information &
  Technology

  	
   

  	
  27 Feb 1985

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eugene L. Schotanus

  	
   

  	
  Executive VP Financial Services

  	
   

  	
  29 Jan 1974 (Retired)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Joseph W. England

  	
   

  	
  Sr. VP, Worldwide Parts & Corp.
  Administration

  	
   

  	
  29 Jan 1974 (Retired)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 (Retired)

  	
   

  



 


105





















 


	
   

  	
   

  	
  TITLES AS OF

  1 NOVEMBER 1996

  	
   

  	
  OFFICER SINCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 &
  Consumer Equip. Division

  	
   

  	
  26 Aug 1987 (Retired)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dennis E. Hoffmann

  	
   

  	
  President John Deere Insurance

  	
   

  	
  05 Dec 1990 (Retired)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Michael P. Orr

  	
   

  	
  President John Deere Credit Company

  	
   

  	
  05 Dec 1990

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard J. VanBell

  	
   

  	
  President John Deere Health Care

  	
   

  	
  16 Jan 1994 (Retired)

  	
   

  



 


106