AGCO CORPORATION AMENDED AND RESTATED EXECUTIVE NONQUALIFIED PENSION PLAN

Exhibit 10.2

AGCO CORPORATION

AMENDED AND RESTATED
EXECUTIVE NONQUALIFIED PENSION PLAN

(EFFECTIVE JANUARY 1, 2008)

TABLE OF CONTENTS

AGCO CORPORATION
AMENDED AND RESTATED
EXECUTIVE NONQUALIFIED PENSION PLAN

     Effective as of January 1, 2008, 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 amends, restates and supersedes the Amended and Restated Supplemental Executive Retirement Plan, which was last amended and restated effective January 1, 2007.

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

     (ii) two and twenty-five one-hundredths of a percent (2.25%) for each Participant who is employed as a Vice President or equivalent position 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) equal 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 or any Affiliate immediately prior to his termination of employment with the Company or any Affiliate, sixty percent (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 any Affiliate or equivalent position immediately prior to his termination of employment with the Company or any Affiliate, forty-five percent (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 seven percent (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 any corporation or other entity that is required to be aggregated with the Company under Code Sections 414(b) or (c).

      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, equity-based 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 earliest of (a) the Participant’s death while employed by the Company or any of its Affiliates and (b) the later of the Participant’s Separation from Service or attainment of Normal Retirement Age.

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

      1.9 Change in Control shall mean any one of the following (determined in accordance with Code Section 409A):

     (a) The date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company (not including where any one person, or more than one person acting as a group, who is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, acquires additional stock).

     (b) The date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company, or a majority of the members of the Board is replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election of such new directors.

     (c) The date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total fair market value equal to or more than forty-percent (40%) of the total fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions unless the assets are transferred to (i) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly by the Company, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding stock of the Company, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person, or more than one person acting as a group, that owns directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding stock of the Company.

      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 Effective Date shall mean January 1, 2008, the date as of which this amended and restated Plan shall be effective.

      1.15 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 or an Affiliate.

      1.16 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.

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

      1.18 Final Earnings shall mean, for a Participant, the average of his Base Salary plus annual incentive payments under the Management Incentive Plan for such calendar year actually received for the three most recent, full calendar years ending on or immediately before the date of the Participant’s Separation from Service with the Company and all Affiliates, or on or before the date of Participant’s death while employed with the Company or an Affiliate or on or before the date he is removed from active participation in the Plan pursuant to Section 2.2 hereof, as applicable.

      1.19 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.

      1.20 Normal Retirement Age shall mean age sixty-five (65).

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

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

      1.23 Plan Year shall mean the twelve (12) consecutive-month period ending on December 31 of each year.

      1.24 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, other than this Plan, 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 1.26).

      1.25 Separation from Service shall mean the date as of which a Participant dies, retires, or otherwise terminates employment with the Company and its Affiliates. A Separation from Service occurs where the facts and circumstances indicate that the Company or Affiliate and the Participant reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to less than fifty percent (50%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36)-month period (or the full period of service to the Company and its Affiliates if the Participant has been providing services to the Company or its Affiliates less than thirty-six (36) months). Whether a Separation from Service has occurred will be determined based on the facts and circumstances and in accordance with the guidance under Code Section 409A. The Participant will not be deemed to have incurred a Separation from Service while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Company and its Affiliates under an applicable statute or by contract. For purposes hereof, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company or an Affiliate. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, a Separation from Service is deemed to occur on the first date immediately following such six-month period.

      1.26 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.

      1.27 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.

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

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

      1.30 Years of Credited Service shall mean, with respect to a Participant, the number of twelve (12) month periods during which such Participant is continuously employed by the Company or an Affiliate, commencing on the later of (A) June 20, 1990 or (B) the Participant’s Employment Commencement Date. Y