AGCO CORPORATION EXECUTIVE NONQUALIFIED PENSION PLAN

Exhibit 10.2

AGCO CORPORATION

EXECUTIVE NONQUALIFIED PENSION PLAN

EFFECTIVE AS OF JANUARY 1, 2005

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			2
1.7 Benefit Commencement Date			2
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 Effective Date			3
1.14 Eligible Employee			3
1.15 Employment Commencement Date			3
1.16 ERISA			3
1.17 Final Earnings			3
1.18 Interest			4
1.19 Joint and 50% Survivor Annuity			4
1.20 Normal Retirement Age			4
1.21 Normal Retirement Benefit			4
1.22 Participant			4
1.23 Participating Company			4
1.24 Plan			4
1.25 Plan Year			4
1.26 Savings Plan Benefit			4
1.27 Separation from Service			4
1.28 Social Security Benefit			5
1.29 Surviving Spouse			5
1.30 Trust or Trust Agreement			5
1.31 Trustee			5
1.32 Trust Fund			5
1.33 Years of Credited Service			5
ARTICLE II ELIGIBILITY			5
2.1 Selection of Participants			5
2.2 Removal from Active Participation			5
ARTICLE III BENEFITS			6
3.1 Benefit Amount			6
3.2 Payment of Benefit			6
3.3 Change in Control			7
3.4 Death Benefit			7

		Page
ARTICLE IV CLAIMS			7
4.1 Claims Procedure			7
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			10
6.4 Taxes			11
ARTICLE VII AMENDMENT AND TERMINATION			11
7.1 Amendments			11
7.2 Termination of Plan			11
ARTICLE VIII MISCELLANEOUS			11
8.1 Taxation			11
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			12
SCHEDULE A PARTICIPANTS			13

AGCO CORPORATION
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     Effective as of January 1, 2005, AGCO Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), hereby adopts the AGCO Corporation Executive Nonqualified Pension Plan (the “Plan”), which is intended to be a continuation of and amendment and restatement of the AGCO Corporation Supplemental Executive Retirement Plan to bring the Plan into good faith compliance with Code Section 409A and rename the Plan which was originally effective as of April 1, 2000.

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 the product of (i) 3% multiplied by (ii) a fraction, the numerator of which is 20 and the denominator of which is the number of full and partial 12-month periods between his Employment Commencement Date and the date on which he will attain his Normal Retirement Age. In no event shall a Participant’s Accrual Factor exceed 3%.

     1.2 Accrued Benefit shall mean, with respect to a Participant and as of any date it is determined, an annual amount, payable for the life of the Participant up to a maximum of 10 years, 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 be equal to 60% 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 GAM 1983 mortality table 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 Administrative 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, the first day of the month coinciding with or immediately following the date that the 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.

     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 period of 2 consecutive years, 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, 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 Surviving Spouse, as determined pursuant to the terms of Section 3.4.

     1.13 Effective Date shall mean January 1, 2005, the date as of which this amended and restated Plan shall be effective.

     1.14 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.

     1.15 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.

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

     1.17 Final Earnings shall mean, for a Participant, his Base Salary for the most recent, full calendar year 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.

     1.18 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.

     1.19 Joint and 50% Survivor Annuity shall mean a monthly retirement benefit payable during the Participant’s lifetime, with 50% of the Participant’s monthly benefit amount continuing after his death to his Surviving Spouse (if she survives him) for such Surviving Spouse’s remaining lifetime. Payments shall cease with the payment due on the first day of the month in which occurs the later of the Participant’s death or his Surviving Spouse’s death.

     1.20 Normal Retirement Age shall mean age 65.

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

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

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

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

     1.25 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 1.28).

     1.26 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.

     1.27 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.

     1.28 Surviving Spouse shall mean, with respect to a Participant, the person who is treated as married to such Participant under the laws of the state in which the Participant resides. The determination of a Participant’s Surviving Spouse shall be made as of the date of such Participant’s death.

     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 the Trust Agreement.

     1.32 Years of Credited Service shall mean, with respect to a Participant, the number of 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. Years of Credited Service shall be counted in whole and partial years with any partial year being equal to a fraction, the numerator of which is the number of months of employment completed in the partial year, and the denominator of which is 12.

ARTICLE II
ELIGIBILITY

     2.1 Selection of Participants . The Board, in its sole discretion, shall designate which Eligible Employees shall become Participants in the Plan. The Administrative Committee then shall set forth the name of