Exhibit 10.17


 


JOHN
DEERE


 


ERISA
SUPPLEMENTARY PENSION BENEFIT PLAN


 


 


AS
AMENDED AND RESTATED EFFECTIVE:   1 NOVEMBER 1992


 


AS
AMENDED 8 DECEMBER 1993:  EFFECTIVE
1 JULY 1993


 


AS
AMENDED:  7 DECEMBER 1994


 


AS
AMENDED MAY 1995 - EFFECTIVE 1 JANUARY 1995


 


AS
AMENDED 4 DECEMBER 1996 - EFFECTIVE 1 JANUARY 1997


 


AS
AMENDED 26 MAY 1999 – EFFECTIVE 26 MAY 1999


 


AS
AMENDED 19 JULY 1999 – EFFECTIVE 1 JULY 1999


 


AS
AMENDED 12 JANUARY 2000 - EFFECTIVE 1 JANUARY 2000


 


AS
AMENDED 31 July 2000-EFFECTIVE 1 January 2000


 


AMENDED:
29 JANUARY 2002 - EFFECTIVE: 1 JANUARY 2002


 


 


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JOHN
DEERE


 


ERISA
SUPPLEMENTARY PENSION BENEFIT PLAN


 


TABLE OF
CONTENTS


 


	
  Article

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  I.

  	
  ESTABLISHMENT, PURPOSE AND
  CONSTRUCTION

  	
   

  
	
   

  	
   

  
	
   

  	
  1.1

  	
  Establishment

  	
  123

  
	
   

  	
  1.2

  	
  Purpose

  	
  123

  
	
   

  	
  1.3

  	
  Effective Date and Plan
  Year

  	
  123

  
	
   

  	
  1.4

  	
  Application of Plan

  	
  124

  
	
   

  	
  1.5

  	
  Construction

  	
  124

  
	
   

  	
   

  	
   

  
	
  II.

  	
  PARTICIPATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Eligibility to
  Participate

  	
  125

  
	
   

  	
  2.2

  	
  Effect of Transfer

  	
  125

  
	
   

  	
   

  	
   

  
	
  III.

  	
  SUPPLEMENTARY BENEFITS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Eligibility for Benefit

  	
  126

  
	
   

  	
  3.2

  	
  Amount of Benefit

  	
  126

  
	
   

  	
  3.3

  	
  Form of Payment
  and Commencement Date

  	
  126

  
	
   

  	
  3.4

  	
  Death Prior to Receipt
  of Lump Sum

  	
  127

  
	
   

  	
  3.5

  	
  Qualified Domestic
  Relations Order

  	
  127

  
	
   

  	
   

  	
   

  
	
  IV.

  	
  ADMINISTRATION OF PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Administration

  	
  128

  
	
   

  	
  4.2

  	
  Amendment, Modification
  or Termination

  	
  128

  
	
   

  	
   

  	
   

  
	
  V.

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Employment Rights

  	
  130

  
	
   

  	
  5.2

  	
  Applicable Law

  	
  130

  
	
   

  	
  5.3

  	
  Non-Alienation

  	
  130

  
	
   

  	
  5.4

  	
  Withholding of Taxes

  	
  130

  
	
   

  	
  5.5

  	
  Funding and Rights
  Against Assets

  	
  130

  
	
   

  	
  5.6

  	
  Effect on Other Benefit
  Plans

  	
  130

  
							



 


 


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JOHN
DEERE ERISA SUPPLEMENTARY


PENSION
BENEFIT PLAN


 


(AS AMENDED AND
RESTATED EFFECTIVE 1 November 1992)


 


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 ERISA 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 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 section 415 of the Code.  This Plan is intended to qualify as an unfunded
“excess benefit plan,” as defined in section 3(36) 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


 


 


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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 supplementary pension benefits,
if any, only under the terms of this Plan. 
The Plan Year shall be the twelve-month 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 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 such plan as required by Section 415 of
the Code) and who is not a participant in the John Deere Senior Supplementary
Pension Benefit Plan shall be eligible to participate in this Plan.


 


2.2                                 Effect
of Transfer.  Any employee who is a
participant in this Plan and who becomes eligible to participate in the John
Deere Senior Supplementary Pension Benefit Plan shall cease to be a participant
in this Plan upon becoming a participant in the John Deere Senior Supplementary
Pension Benefit Plan.


 


125





















 


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 section 415 of the Code; 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.  Such benefits payable
under this Plan 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 equal to 11% of the
supplementary 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.


 


126





















 


Effective beginning 1 January 2002
and threrafter, 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
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 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.


 


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.


 


127





















 


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 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 the official records of


 


128





















 


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).


 


129





















 


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 the Plan in cash from its general
assets and benefits payable under the 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.


 


130





















 


The John Deere ERISA Supplementary Pension Benefit
Plan, amended and restated 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.


 


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(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 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


 


132





















 


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 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 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 6.4(e) shall be final, conclusive and
binding on all parties.”


 


133