AGCO CORPORATION AMENDED AND RESTATED EXECUTIVE NONQUALIFIED PENSION PLAN

Exhibit 10.3

AGCO CORPORATION

AMENDED AND RESTATED

EXECUTIVE NONQUALIFIED PENSION PLAN

EFFECTIVE AS OF JANUARY 1, 2007

TABLE OF CONTENTS

		Page
ARTICLE I — DEFINITIONS			2
1.1 Accrual Factor			2
1.2 Accrued Benefit			2
1.3 Actuarial Equivalent			2
1.4 Administrative Committee			2
1.5 Affiliate			2
1.6 Base Salary			3
1.7 Benefit Commencement Date			3
1.8 Board			3
1.9 Change in Control			3
1.10 Code			3
1.11 Company			3
1.12 Death Benefit			3
1.13 Designated Beneficiary			3
1.14 Disability			4
1.15 Effective Date			4
1.16 Eligible Employee			4
1.17 Employment Commencement Date			4
1.18 ERISA			4
1.19 Final Earnings			4
1.20 Interest			4
1.21 Normal Retirement Age			4
1.22 Normal Retirement Benefit			4
1.23 Participant			4
1.24 Plan			4
1.25 Plan Year			5
1.26 Savings Plan Benefit			5
1.27 Separation from Service			5
1.28 Social Security Benefit			5
1.29 Trust or Trust Agreement			5
1.30 Trustee			5
1.31 Trust Fund			5
1.32 Years of Credited Service			5
ARTICLE II — ELIGIBILITY			6
2.1 Selection of Participants			6
2.2 Removal from Active Participation			6
ARTICLE III — BENEFITS			6
3.1 Benefit Amount			6
3.2 Payment of Benefit			7
3.3 Change in Control			7

		Page
3.4 Death Benefit			7
ARTICLE IV — CLAIMS			8
4.1 Claims Procedure			8
4.2 Claims Review Procedure			8
ARTICLE V — SOURCE OF FUNDS TRUST			9
5.1 Source of Funds			9
5.2 Trust			9
ARTICLE VI — ADMINISTRATIVE COMMITTEE			10
6.1 Action			10
6.2 Rights and Duties			10
6.3 Compensation, Indemnity and Liability			11
6.4 Taxes			11
ARTICLE VII — AMENDMENT AND TERMINATION			11
7.1 Amendments			11
7.2 Termination of Plan			11
ARTICLE VIII — MISCELLANEOUS			12
8.1 Taxation			12
8.2 No Employment Contract			12
8.3 Headings			12
8.4 Gender and Number			12
8.5 Assignment of Benefits			12
8.6 Legally Incompetent			12
8.7 Governing Law			13
SCHEDULE A PARTICIPANTS			14

AGCO CORPORATION
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     Effective as of January 1, 2007, AGCO Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), hereby adopts the AGCO Corporation Amended and Restated Executive Nonqualified Pension Plan (the “Plan”), which was last amended and restated effective January 1, 2005.

BACKGROUND AND PURPOSE

     A.  General Purpose . The primary purpose of the Plan is to provide additional retirement income to a select group of management personnel of the Company and its affiliates that adopt the Plan as participating companies.

     B.  Type of Plan . The Plan is intended to constitute a non-qualified deferred compensation plan that complies with the provisions of Code Section 409A and an unfunded, nonqualified deferred compensation plan that benefits certain designated employees who are within a select group of key management or highly compensated employees within the meaning of Title I of ERISA.

STATEMENT OF AGREEMENT

     To establish the Plan with the purposes and goals as hereinabove described, the Company hereby sets forth the terms and provisions as follows:

ARTICLE I
DEFINITIONS

     For purposes of the Plan, the following terms, when used with an initial capital letter, shall have the meaning set forth below unless a different meaning plainly is required by the context.

     1.1 Accrual Factor shall mean, with respect to a Participant, the annual factor used to determine the Participant’s Accrued Benefit, which is equal to:

     (i) 3% for each Participant who is employed as a Senior Vice President or greater position with the Company in such year, and

     (ii) 2.25% for each Participant who is employed as a Vice President with the Company in such year.

     1.2 Accrued Benefit shall mean, with respect to a Participant and as of any date it is determined, an annual amount, payable in twelve (12) monthly payments for fifteen (15) years certain, which is equal to (i) the Participant’s Final Earnings, multiplied by (ii) the Participant’s Years of Credited Service, multiplied by (iii) the Participant’s Accrual Factor, and reduced by (iv) the Participant’s Social Security Benefit and Savings Plan Benefit; provided, however, that the maximum Accrued Benefit attainable hereunder shall not be greater than:

          (i) In the case of a Participant who is employed as a Senior Vice President or greater position with the Company immediately prior to his termination of employment with the Company, 60% of the Participant’s Final Earnings, subject to reduction by the Participant’s Social Security Benefit and Savings Plan Benefit, and

          (ii) In the case of a Participant who is employed as a Vice President of the Company or equivalent position as determined in accordance with Article II immediately prior to his termination of employment with the Company, 45% of the Participant’s Final Earnings, subject to reduction by the Participant’s Social Security Benefit and Savings Plan Benefit.

     1.3 Actuarial Equivalent shall mean an amount of equivalent value based on the applicable mortality rate in effect under the 1994 Group Annuity Reserving table (94 GAR) and an effective annual interest rate of 7% compounded annually.

     1.4 Administrative Committee shall mean a committee appointed by the Board, which shall act on behalf of the Company to administer the Plan. From time to time, the Board may appoint other members of such committee in addition to, or in lieu of; the individuals holding said titles.

     1.5 Affiliate shall mean (i) any corporation or other entity that is required to be aggregated with the Company under Code Sections 414(b), (c), (m), (o), or 409A and (ii) any other entity in which the Company has an ownership interest and which the Company designates as an Affiliate for purposes of the Plan.

     1.6 Base Salary shall mean, with respect to a Participant for a calendar year, the Participant’s regular base salary amount paid to him during such calendar year, plus any amounts of base salary that the Participant may have elected to defer under the terms of any Code Section 401(k) or 125 plan or any nonqualified deferred compensation plan maintained by the Company or an Affiliate, but excluding bonuses, incentive compensation, expense reimbursements and the value of any fringe benefits.

     1.7 Benefit Commencement Date shall mean, with respect to a Participant’s Accrued Benefit, the first day of the month coinciding with or immediately following the date a Participant experiences a Separation from Service on or after the date on which he becomes eligible to receive a Normal Retirement Benefit under the Plan and the earlier of the following to occur: (i) attains Normal Retirement Age, (ii) dies, or (iii) experiences a Separation from Service due to Disability.

     1.8 Board shall mean the Board of Directors of the Company.

     1.9 Change in Control shall mean any one of the following:

          (a) The acquisition by any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities and Exchange Act of 1934, as amended), together with affiliates and associates of such person, whether by purchase, tender offer, exchange, reclassification, recapitalization, merger or otherwise, of a sufficient number of shares of the voting securities of the Company to first provide such person with 50% or more of the combined voting power of the Company’s then outstanding voting securities; or

          (b) The cessation, for any reason during any twelve-month period, of individuals who at the beginning of such period constitute the Board, to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by a majority of the continuing directors then in office; or

          (c) The sale by the Company over a twelve-month period, in one transaction or a series of related transactions, whether in liquidation, dissolution or otherwise, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any other entity or entities.

     1.10 Code shall mean the Internal Revenue Code of 1986, as amended.

     1.11 Company shall mean AGCO Corporation, a Delaware corporation with its principal place of business in Duluth, Georgia.

     1.12 Death Benefit shall mean the amount payable to a deceased Participant’s Designated Beneficiary, as determined pursuant to the terms of Section 3.4.

     1.13 Designated Beneficiary shall mean the person or persons identified by the Participant as eligible to receive benefits under the Plan on a form acceptable to the Administrative Committee. In the event no such written designation is made by a Participant or

if such beneficiary shall not be living or in existence at the time for commencement of payment under the Plan, the Participant shall be deemed to have designated his estate as such beneficiary.

     1.14 Disability shall mean, subject to the requirements of Code Section 409A, the inability to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. The permanence and degree of such impairment shall be supported by medical evidence. The determination as to whether a Participant is disabled based on the preceding criteria shall be made based (a) on evidence that the Participant is eligible for disability benefits under any long-term disability plan sponsored by the Company but administered by an independent third party, or (b) on evidence that the Participant is eligible for total and permanent disability benefits under the Social Security Act in effect at the date of disability.

     1.15 Effective Date shall mean January 1, 2007, the date as of which this amended and restated Plan shall be effective.

     1.16 Eligible Employee shall mean any individual who, as determined by the Board in its sole discretion, is a member of a select group of highly compensated or key management employees of the Company.

     1.17 Employment Commencement Date shall mean, with respect to a Participant, the date on which such Participant first performs services for the Company or an Affiliate.

     1.18 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.

     1.19 Final Earnings shall mean, for a Participant, the average of his Base Salary plus annual incentive payments under the Management Incentive Compensation Plan for such calendar year actually received for the three most recent, full calendar years ending on or immediately before the date his employment with the Company and all Affiliates terminates, or he is removed from active participation in the Plan pursuant to Section 2.2 hereof.

     1.20 Interest shall mean the prime rate of interest published in the Wall Street Journal as of the last business day of the month compounded monthly.

     1.21 Normal Retirement Age shall mean age 65.

     1.22 Normal Retirement Benefit shall mean the amount payable to a Participant, as determined pursuant to the terms of Section 3.1(a).

     1.23 Participant shall mean any individual who has been admitted to participation in the Plan pursuant to the provisions of Article II.

     1.24 Plan shall mean the AGCO Corporation Amended and Restated Executive Nonqualified Pension Plan, as contained herein and all amendments hereto.

     1.25 Plan Year shall mean the 12-consecutive-month period ending on December 31 of each year.

     1.26 Savings Plan Benefit shall mean the Actuarial Equivalent of a Participant’s accrued benefit attributable to employer matching contributions and earnings thereon under the AGCO Corporation 401(k) Savings Plan, calculated as if such benefit was payable in the form of a single life annuity for the Participant’s lifetime. The Participant’s Savings Plan Benefit shall also include the Actuarial Equivalent of (i) all amounts attributable to employer contributions and earnings thereon credited to the Participant’s account under any nonqualified deferred compensation plan maintained by the Company or an Affiliate, and (ii) any benefits attributable to contributions made by the Company or any Affiliate under any retirement plan established under the laws of any foreign country (excluding any foreign retirement plan described in Section 1.29).

     1.27 Separation from Service means the date as of which a Participant dies, retires, or otherwise terminates employment with the Company. A Participant shall not be treated as having a Separation from Service while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period does not exceed six months or, if longer, so long as the individual’s right to reemployment is provided either by statute or contract. Whether a termination of employment has occurred will be determined based on the facts and circumstances and in accordance with the guidance under Code Section 409A.

     1.28 Social Security Benefit shall mean, for a Participant, the maximum annual primary Social Security retirement benefit amount that, under the law as in effect as of the Participant’s Benefit Commencement Date, could be payable to him (regardless of his actual Social Security compensation amounts) at such date. A Participant’s Social Security benefit shall also include any retirement benefits payable to the Participant under any similar retirement program of any foreign country.

     1.29 Trust or Trust Agreement shall mean the separate agreement or agreements between the Company and the Trustee governing the creation of the Trust Fund, and all amendments thereto.

     1.30 Trustee shall mean the party or parties so designated from time to time pursuant to the terms of the Trust Agreement.

     1.31 Trust Fund shall mean the total amount of cash and other property held by the Trustee (or any nominee thereof) at any time under