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PENSION PLAN OVERSIGHT COMMITTEE CHARTER
May 31, 1995
As Amended December 3, 2003; and May 26, 2005.
RESOLVED, that the Pension Plan Oversight Committee Charter
is as follows:
RESOLVED, that there be and hereby is created a committee of the Board
of Directors (the "board") to be known as the Pension Plan Oversight
Committee ("committee"); that such committee shall consist of not
fewer than three directors of Deere & Company (the "Company")
to be designated by the board, and such directors may also be removed and replaced
by the board; that no member of the committee shall have served as an officer
or employee of the Company; that all members of the committee shall meet the
criteria for independence as established by applicable laws and regulations
and the New York Stock Exchange; that one member shall be selected by the board
as chair of the committee; that a quorum shall exist when at least half the
members of the committee are present; that in all actions of the committee the
affirmative vote of at least two members shall be necessary; that regular meetings
of the committee shall be held at least two times annually and additional meetings
shall be held upon call of any two members or the chair of the committee; that
such committee shall make periodic reports to the board; and that meetings of
the committee may be attended by such other persons as may be invited by the
chair of the committee.
FURTHER RESOLVED, that, except for the power to adopt, suspend or terminate
qualified or non-qualified pension, retirement, and savings and investment plans
of the Company, which is expressly reserved to the board, the board hereby delegates
to the committee all of its power and authority with respect to the U.S. qualified
pension plans, other than the defined contribution savings and investment plans,
of the Company (the "Plans"); that the committee shall act solely
on behalf of the Company as sponsor of the Plans and shall not have any duties
or responsibilities of a "fiduciary," within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), with
respect to the Plans; and that the committee's duties, when acting on behalf
of the Company, shall include, but are not limited to, full responsibility for:
- establishing corporate policy with respect to the Plans and monitoring and
evaluating the Plans in light of the Company's overall business policies and
objectives and the Company's compensation and benefit policies and objectives;
- formulating the Company's overall funding policy for the Plans and determining
the extent to which assets of the Company will be contributed to the Plans
in excess of the minimum contribution required by ERISA and the Internal Revenue
Code;
- assessing the impact of the Plans on the Company's financial performance
and financial reporting;
- monitoring the activities of the Company's Pension Plan Investment Committee
for compliance with the overall Company policies and objectives applicable
to the Plans established from time to time by the committee;
- extending the Plans to any subsidiary or affiliate of the Company; and
- amending or modifying the Plans, except that the Company's Management Compensation
Committee ("Management Compensation Committee") shall also be authorized
to make Plan amendments or modifications that:
- in the Management Compensation Committee's judgment are procedural,
technical or administrative, but do not result in changes in the control
and management of Plan assets; or
- in the Management Compensation Committee's judgment are necessary or
advisable to comply with change in the laws or regulations applicable
to the Plan; or
- in the Management Compensation Committee's judgment are necessary or
advisable to implement provisions conforming to a collective bargaining
agreement which has been approved by the board; or
- in the Management Compensation Committee's judgment, will not result
in changes to benefit levels exceeding $5 million per amendment or modification
during the first full fiscal year that such changes are effective for
the Plan; or
- are the subject of a specific delegation of authority from the board.
FURTHER RESOLVED, that previous delegations by the board to the Company's
Management Compensation Committee of power and authority with respect to the Plans,
which delegations are in effect immediately prior to the passage of these resolutions,
including but not limited to delegation of the authority to implement special
early retirement provisions, shall remain in full force and effect.
FURTHER RESOLVED, that the committee shall report to the board on its activities
at such times as may be requested by the board, but not less frequently than annually.
FINALLY RESOLVED, that the foregoing are the primary responsibilities of
the committee and are set forth only for its guidance. The committee may, from
time to time, adopt procedures as it deems appropriate in carrying out its corporate
oversight functions and may perform such other functions as may be assigned to
it by law or regulation, this Charter, the Company's Articles of Incorporation,
or Bylaws, or by the board, except that (i) the committee shall not perform duties
or functions in respect of the Plans that would result in the committee acting
as a fiduciary with respect to the Plans under ERISA and (ii) the committee shall
have no power to appoint or remove ERISA fiduciaries of the Plans or to supervise
on behalf of the Plans the activities and responsibilities of ERISA fiduciaries.
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