John Deere 2008 Q1 10Q

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2008

Commission file no: 1-4121

DEERE & COMPANYDelaware

(State of incorporation)36-2382580

(IRS employer identification no.)

One John Deere PlaceMoline, Illinois 61265

(Address of principal executive offices)Telephone Number: (309) 765-8000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-acceleratedfiler. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer Accelerated Filer Non-Accelerated Filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

At January 31, 2008, 436,035,942 shares of common stock, $1 par value, of the registrant were outstanding.

Index to Exhibits: Page 31

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTSDEERE & COMPANYSTATEMENT OF CONSOLIDATED INCOMEFor the Three Months Ended January 31, 2008 and 2007(In millions of dollars and shares except per share amounts) Unaudited

2008 2007Net Sales and RevenuesNet sales

$4,530.

6 $3,814.

9Finance and interest income 527.9 482.4Other income 142.5 127.9

Total 5,201.0 4,425.2

Costs and ExpensesCost of sales 3,361.8 2,950.2Research and development expenses 204.3 176.8Selling, administrative and general expenses 652.8 543.5Interest expense 295.1 267.1Other operating expenses 155.5 122.2

Total 4,669.5 4,059.8

Income of Consolidated Group Before Income Taxes 531.5 365.4Provision for income taxes 170.0 128.1Income of Consolidated Group 361.5 237.3Equity in income of unconsolidated affiliates 7.6 1.4Net Income $ 369.1 $ 238.7

Per Share DataNet income - basic $ .84 $ .53Net income - diluted $ .83 $ .52

Average Shares Outstanding:Basic 437.7 454.5Diluted 444.2 459.7

See Notes to Interim Financial Statements.

DEERE & COMPANY CONDENSED CONSOLIDATED BALANCE SHEET (In millions of dollars) Unaudited

January 31 October 31 January 31 2008 2007 2007

Assets Cash and cash equivalents $ 1,496.3 $ 2,278.6 $ 1,341.1 Marketable securities 1,153.6 1,623.3 1,410.0 Receivables from unconsolidated affiliates 39.2 29.6 24.1 Trade accounts and notes receivable - net 3,199.3 3,055.0 3,188.2 Financing receivables - net 15,233.1 15,631.2 13,683.7 Restricted financing receivables - net 1,960.6 2,289.0 2,066.7 Other receivables 648.7 596.3 408.2 Equipment on operating leases - net 1,628.4 1,705.3 1,420.8 Inventories 3,288.8 2,337.3 2,484.1 Property and equipment - net 3,651.7 3,534.0 2,951.0 Investments in unconsolidated affiliates 157.1 149.5 124.9 Goodwill 1,248.3 1,234.3 1,115.7 Other intangible assets - net 131.2 131.0 54.4 Retirement benefits 2,016.5 1,976.0 2,635.3 Deferred income taxes 1,451.4 1,399.5 585.2 Other assets 911.1 605.8 653.7

Total Assets $ 38,215.3 $ 38,575.7 $ 34,147.1 Liabilities and Stockholders’ Equity Short-term borrowings $ 9,461.6 $ 9,969.4 $ 9,053.1 Payables to unconsolidated affiliates 174.4 136.5 72.8 Accounts payable and accrued expenses 5,019.2 5,357.9 4,027.0 Accrued taxes 500.1 274.3 150.4 Deferred income taxes 188.4 183.4 60.0 Long-term borrowings 12,344.4 11,798.2 10,571.1 Retirement benefit accruals and other liabilities 3,488.8 3,700.2 2,636.8

Total liabilities 31,176.9 31,419.9 26,571.2 Common stock, $1 par value (issued shares at

January 31, 2008 — 536,431,204) 2,882.4 2,777.0 2,299.6 Common stock in treasury (4,449.4 ) (4,015.4 ) (2,817.6 )Retained earnings 9,243.4 9,031.7 8,025.3

Total 7,676.4 7,793.3 7,507.3 Accumulated other comprehensive income (loss) (638.0 ) (637.5 ) 68.6 Stockholders’ equity 7,038.4 7,155.8 7,575.9

Total Liabilities and Stockholders’ Equity $ 38,215.3 $ 38,575.7 $ 34,147.1


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DEERE & COMPANYSTATEMENT OF CONSOLIDATED CASH FLOWSFor the Three Months Ended January 31, 2008 and 2007(In millions of dollars) Unaudited

2008 2007Cash Flows from Operating ActivitiesNet income $ 369.1 $ 238.7Adjustments to reconcile net income to net cash used for operating activities:

Provision for doubtful receivables 17.4 14.8Provision for depreciation and amortization 199.7 185.7Share-based compensation expense 45.5 42.6Undistributed earnings of unconsolidated affiliates (5.8 ) (.3 )Credit for deferred income taxes (20.2 ) (3.9 )Changes in assets and liabilities:

Trade, notes and financing receivables related to sales of equipment 53.0 (30.7 )Inventories (1,013.0 ) (579.8 )Accounts payable and accrued expenses (378.8 ) (418.5 )Accrued income taxes payable/receivable 183.1 19.6Retirement benefits (195.2 ) (159.4 )

Other (79.8 ) 5.2Net cash used for operating activities (825.0 ) (686.0 )

Cash Flows from Investing ActivitiesCollections of financing receivables 3,118.3 2,859.0Proceeds from sales of financing receivables 6.6 22.6Proceeds from maturities and sales of marketable securities 692.8 801.5Proceeds from sales of equipment on operating leases 125.2 94.8Proceeds from sales of businesses, net of cash sold 18.4Cost of financing receivables acquired (2,723.8 ) (2,429.2 )Purchases of marketable securities (220.4 ) (392.9 )Purchases of property and equipment (233.1 ) (323.7 )Cost of equipment on operating leases acquired (79.2 ) (73.1 )Acquisitions of businesses, net of cash acquired (34.0 )Other (14.0 ) (6.7 )

Net cash provided by investing activities 656.8 552.3Cash Flows from Financing ActivitiesIncrease (decrease) in short-term borrowings (116.2 ) 4.9Proceeds from long-term borrowings 1,037.7 12.8Payments of long-term borrowings (1,039.9 ) (52.1 )Proceeds from issuance of common stock 68.7 81.1Repurchases of common stock (481.5 ) (202.6 )Dividends paid (110.4 ) (88.7 )Excess tax benefits from share-based compensation 35.1 25.7Other (1.2 ) (2.4 )

Net cash used for financing activities (607.7 ) (221.3 )Effect of Exchange Rate Changes on Cash and Cash Equivalents (6.4 ) 8.6Net Decrease in Cash and Cash Equivalents (782.3 ) (346.4 )Cash and Cash Equivalents at Beginning of Period 2,278.6 1,687.5Cash and Cash Equivalents at End of Period $ 1,496.3 $ 1,341.1


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Notes to Interim Financial Statements (Unaudited)

(1) The consolidated financial statements of Deere & Company and consolidated subsidiaries have been prepared by theCompany, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.Certain information and footnote disclosures normally included in annual financial statements prepared inaccordance with accounting principles generally accepted in the U.S. have been condensed or omitted as permittedby such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included.Management believes that the disclosures are adequate to present fairly the financial position, results of operationsand cash flows at the dates and for the periods presented. It is suggested that these interim financial statements beread in conjunction with the financial statements and the notes thereto included in the Company’s latest annual reporton Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.

On November 14, 2007, a special meeting of stockholders was held authorizing a two-for-one stock split effected inthe form of a 100 percent stock dividend to holders of record on November 26, 2007, distributed on December 3,2007. All share and per share data (except par value) have been adjusted to reflect the effect of the stock split for allperiods presented. The number of shares of common stock issuable upon exercise of outstanding stock options,vesting of other stock awards, and the number of shares reserved for issuance under various employee benefit planswere proportionately increased in accordance with terms of the respective plans.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S.requires management to make estimates and assumptions that affect the reported amounts and related disclosures.Actual results could differ from those estimates.

All cash flows from the changes in trade accounts and notes receivable are classified as operating activities in theStatement of Consolidated Cash Flows as these receivables arise from sales to the Company’s customers. Cash flowsfrom financing receivables that are related to sales to the Company’s customers are also included in operatingactivities. The remaining financing receivables are related to the financing of equipment sold by independent dealersand are included in investing activities.

The Company had the following non-cash operating and investing activities that were not included in the Statementof Consolidated Cash Flows. The Company transferred inventory to equipment on operating leases of approximately$57 million and $51 million in the first three months of 2008 and 2007, respectively. The Company also had non-cash transactions for accounts payable related to purchases of property and equipment of approximately $83 millionand $47 million at January 31, 2008 and 2007, respectively.

(2) The information in the notes and related commentary are presented in a format which includes data grouped asfollows:

Equipment Operations — Includes the Company’s agricultural equipment, commercial and consumer equipmentand construction and forestry operations with Financial Services reflected on the equity basis.

Financial Services — Includes the Company’s credit and certain miscellaneous service operations.

Consolidated — Represents the consolidation of the Equipment Operations and Financial Services. References to“Deere & Company” or “the Company” refer to the entire enterprise.

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(3) An analysis of the Company’s retained earnings in millions of dollars follows:

Three Months EndedJanuary 31

2008 2007

Balance, beginning of period $ 9,031.7 $ 7,886.8Net income 369.1 238.7Dividends declared (109.3 ) (100.2 )Adoption of FASB Interpretation No. 48 (see Note 14) (48.0 )Other (.1 )Balance, end of period $ 9,243.4 $ 8,025.3

(4) Most inventories owned by Deere & Company and its U.S. equipment subsidiaries are valued at cost on the “last-in,first-out” (LIFO) method. If all of the Company’s inventories had been valued on a “first-in, first-out” (FIFO)method, estimated inventories by major classification in millions of dollars would have been as follows:

January 312008

October 312007

January 312007

Raw materials and supplies $ 1,052 $ 882 $ 816Work-in-process 543 425 448Finished goods and parts 2,941 2,263 2,368Total FIFO value 4,536 3,570 3,632Less adjustment to LIFO basis 1,247 1,233 1,148Inventories $ 3,289 $ 2,337 $ 2,484

(5) Contingencies and commitments:

The Company generally determines its total warranty liability by applying historical claims rate experience to theestimated amount of equipment that has been sold and is still under warranty based on dealer inventories and retailsales. The historical claims rate is primarily determined by a review of five-year claims costs and current qualitydevelopments.

The premiums for the Equipment Operations’ extended warranties are primarily recognized in income in proportionto the costs expected to be incurred over the contract period. These unamortized warranty premiums (deferredrevenue) included in the following table totaled $79 million and $46 million at January 31, 2008 and 2007,respectively.

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A reconciliation of the changes in the warranty liability in millions of dollars follows:


2008 2007

Balance, beginning of period $ 626 $ 552Payments (121) (109)Amortization of premiums received (4 ) (4 )Accruals for warranties 117 107Premiums received 8 6Balance, end of period $ 626 $ 552

At January 31, 2008, the Company had approximately $192 million of guarantees issued primarily to banks outsidethe U.S. and Canada related to third-party receivables for the retail financing of John Deere equipment. TheCompany may recover a portion of any required payments incurred under these agreements from repossession of theequipment collateralizing the receivables. At January 31, 2008, the Company had an accrued liability ofapproximately $7 million under these agreements. The maximum remaining term of the receivables guaranteed atJanuary 31, 2008 was approximately seven years.

The credit operation’s subsidiary, John Deere Risk Protection, Inc., offers crop insurance products through amanaging general agency agreement (Agreement) with an insurance company (Insurance Carrier) rated “Excellent”by A.M. Best Company. As a managing general agent, John Deere Risk Protection, Inc. will receive commissionsfrom the Insurance Carrier for selling crop insurance to producers. The credit operations have guaranteed certainobligations under the Agreement, including the obligation to pay the Insurance Carrier for any uncollectedpremiums. At January 31, 2008, the maximum exposure for uncollected premiums was approximately $10 million.Substantially all of the credit operations’ crop insurance risk under the Agreement has been mitigated by a syndicateof private reinsurance companies. The reinsurance companies are rated “Excellent” or higher by A.M. BestCompany. In the event of a widespread catastrophic crop failure throughout the U.S. and the default of these highlyrated private reinsurance companies on their reinsurance obligations, the credit operations would be required toreimburse the Insurance Carrier for exposure under the Agreement of approximately $14 million at January 31,2008. The credit operations believe that the likelihood of the occurrence of events that give rise to the exposuresunder this Agreement is substantially remote and as a result, at January 31, 2008, the credit operations’ accruedliability under the Agreement was not material.

At January 31, 2008, the Company had commitments of approximately $407 million for the construction andacquisition of property and equipment. Also, at January 31, 2008, the Company had pledged or restricted assets of$133 million, primarily as collateral for borrowings. See Note 6 for additional restricted assets associated withborrowings related to securitizations.

The Company also had other miscellaneous contingent liabilities totaling approximately $50 million at January 31,2008, for which it believes the probability for payment is remote. See Note 6 for recourse on sales of receivables.

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(6) Securitization of financing receivables:

The Company, as a part of its overall funding strategy, periodically transfers certain financing receivables (retailnotes) into special purpose entities (SPEs) as part of its asset-backed securities programs (securitizations). Forsecuritizations entered into prior to 2005, the structure of these transactions is such that the transfer of the retail notesmet the criteria of sales in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing ofFinancial Assets and Extinguishment of Liabilities. Beginning in 2005, the transfer of retail notes into newsecuritization transactions did not meet the sales criteria of FASB Statement No. 140 and are, therefore, accountedfor as secured borrowings. SPEs utilized in securitizations of retail notes differ from other entities included in theCompany’s consolidated statements because the assets they hold are legally isolated. For bankruptcy analysispurposes, the Company has sold the receivables to the SPEs in a true sale and the SPEs are separate legal entities.Use of the assets held by the SPEs is restricted by terms of the documents governing the securitization transaction.Further information related to the secured borrowings and sales of retail notes is provided below.

Secured borrowings

In securitizations of retail notes related to secured borrowings, the retail notes are transferred to certain SPEs whichin turn issue debt to investors. The resulting secured borrowings are included in short-term borrowings on thebalance sheet as shown in the following table. The securitized retail notes are recorded as “Restricted financingreceivables — net” on the balance sheet. The total restricted assets on the balance sheet related to thesesecuritizations include the restricted financing receivables less an allowance for credit losses, and other assetsrepresenting restricted cash as shown in the following table. The SPEs supporting the secured borrowings to whichthe retail notes are transferred are consolidated unless the Company is not the primary beneficiary or the SPE is aqualified special purpose entity as defined in FASB Statement No. 140.

The components of consolidated restricted assets related to secured borrowings in securitization transactions followin millions of dollars:

January 312008

October 312007

January 312007

Restricted financing receivables (retail notes) $ 1,972 $ 2,301 $ 2,078Allowance for credit losses (11) (12) (11 )Other assets 44 45 93Total restricted securitized assets $ 2,005 $ 2,334 $ 2,160

The components of consolidated secured borrowings and other liabilities related to securitizations follow in millionsof dollars:

January 312008

October 312007

January 312007

Short-term borrowings $ 2,050 $ 2,344 $ 2,142Accrued interest on borrowings 3 5 3Total liabilities related to restricted securitized assets $ 2,053 $ 2,349 $ 2,145

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The secured borrowings related to these restricted securitized retail notes are obligations that are payable as the retailnotes are liquidated. Repayment of the secured borrowings depends primarily on cash flows generated by therestricted assets. Due to the Company’s short-term credit rating, cash collections from these restricted assets are notrequired to be placed into a restricted collection account until immediately prior to the time payment is required tothe secured creditors. Under FASB Interpretation No. 46 (revised December 2003), Consolidation of VariableInterest Entities, an SPE was consolidated that included assets (restricted retail notes) of $1,291 million, $1,494million and $1,020 million at January 31, 2008, October 31, 2007 and January 31, 2007, respectively. Theserestricted retail notes are included in the restricted financing receivables related to securitizations shown in the tableabove. At January 31, 2008, the maximum remaining term of all restricted receivables was approximately five years.

Sales of receivables

The Company has certain recourse obligations on financing receivables that it has previously sold. If the receivablessold are not collected, the Company would be required to cover those losses up to the amount of its recourseobligation. At January 31, 2008, the maximum amount of exposure to losses under these agreements was $29million. The estimated credit risk associated with sold receivables totaled $.4 million at January 31, 2008. This riskof loss is recognized primarily in the interests that continue to be held by the Company and recorded on its balancesheet. These interests are related to assets held by unconsolidated SPEs. At January 31, 2008, the assets of theseSPEs related to the Company’s securitization and sale of retail notes totaled approximately $90 million. TheCompany may recover a portion of any required payments incurred under these agreements from the repossession ofthe equipment collateralizing the receivables. At January 31, 2008, the maximum remaining term of the receivablessold was approximately three years.

(7) Dividends declared and paid on a per share basis were as follows:


2008 2007*Dividends declared $ .25 $ .22Dividends paid $ .25 $ .19 ½

* Adjusted for two-for-one stock split (see Note 1).

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(8) Worldwide net sales and revenues, operating profit and identifiable assets by segment in millions of dollars follow:

Three Months Ended January 31%

2008 2007 ChangeNet sales and revenues:

Agricultural equipment* $ 2,758 $ 2,081 +33Commercial and consumer equipment 743 641 +16Construction and forestry* 1,030 1,093 -6

Total net sales** 4,531 3,815 +19Credit revenues* 550 493 +12Other revenues 120 117 +3

Total net sales and revenues** $ 5,201 $ 4,425 +18

Operating profit:***Agricultural equipment $ 332 $ 137 +142Commercial and consumer equipment 8 38 -79Construction and forestry 117 95 +23Credit 133 132 +1Other 3 2 +50

Total operating profit** 593 404 +47Interest, corporate expenses - net and income taxes (224) (165) +36

Net income $ 369 $ 239 +54

Identifiable assets:Agricultural equipment $ 4,962 $ 3,758 +32Commercial and consumer equipment 1,865 1,568 +19Construction and forestry 2,430 2,355 +3Credit 23,309 20,965 +11Other 210 172 +22Corporate 5,439 5,329 +2

Total assets $ 38,215 $ 34,147 +12

* Additional intersegment sales and revenuesAgricultural equipment sales $ 15 $ 24 -38Construction and forestry sales 2 2Credit revenues 63 56 +13

** Includes equipment operations outside the U.S. and Canada as follows:Net sales $ 1,808 $ 1,324 +37Operating profit 210 83 +153

*** Operating profit is income from continuing operations before external interest expense, certain foreign exchange gainsand losses, income taxes and certain corporate expenses. However, operating profit of the credit segment includes theeffect of interest expense and foreign exchange gains or losses.

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(9) A reconciliation of basic and diluted net income per share in millions, except per share amounts, follows:


2008 2007*Net income $ 369.1 $ 238.7Average shares outstanding 437.7 454.5Basic income per share $ .84 $ .53

Average shares outstanding 437.7 454.5Effect of dilutive stock options 6.5 5.2

Total potential shares outstanding 444.2 459.7Diluted net income per share $ .83 $ .52

* Adjusted for two-for-one stock split (see Note 1).

Out of the total stock options outstanding during the first quarter of 2008 and 2007, options to purchase 2.0 millionshares and 3.3 million shares, respectively, were excluded from the above diluted per share computation because theincremental shares under the treasury stock method for the exercise of these options would have caused anantidilutive effect on net income per share.

(10) Comprehensive income, which includes all changes in the Company’s equity during the period except transactionswith stockholders, was as follows in millions of dollars:


2008 2007Net income $ 369.1 $ 238.7

Other comprehensive income, net of tax:Retirement benefits adjustment 30.5Cumulative translation adjustment (.7 ) (5.2 )Unrealized gain (loss) on investments 3.2 (1.7 )Unrealized gain (loss) on derivatives (33.5 ) 1.2

Comprehensive income $ 368.6 $ 233.0

(11) The Company is subject to various unresolved legal actions which arise in the normal course of its business, the mostprevalent of which relate to product liability (including asbestos related liability), retail credit, software licensing,patent and trademark matters. Although it is not possible to predict with certainty the outcome of these unresolvedlegal actions or the range of possible loss, the Company believes these unresolved legal actions will not have amaterial effect on its consolidated financial statements.

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(12) The Company has several defined benefit pension plans covering its U.S. employees and employees in certainforeign countries. The Company also has several defined benefit postretirement health care and life insurance plansfor employees in the U.S. and Canada.

The worldwide components of net periodic pension cost consisted of the following in millions of dollars:


2008 2007Service cost $ 41 $ 39Interest cost 128 121Expected return on plan assets (186) (169 )Amortization of actuarial loss 11 28Amortization of prior service cost 7 7

Net cost $ 1 $ 26

The worldwide components of net periodic postretirement benefits cost (health care and life insurance) consisted ofthe following in millions of dollars:


2008 2007Service cost $ 14 $ 17Interest cost 81 81Expected return on plan assets (44 ) (39 )Amortization of actuarial loss 23 58Amortization of prior service credit (4 ) (33 )

Net cost $ 70 $ 84

During the first quarter of 2008, the Company contributed approximately $18 million to its pension plans and $230million to its other postretirement benefit plans. The Company presently anticipates contributing an additional $122million to its pension plans and $64 million to its other postretirement benefit plans during the remainder of fiscalyear 2008. These contributions include payments from Company funds to either increase plan assets or make directpayments to plan participants.

(13) In December 2007, the Company granted options to employees for the purchase of 2.0 million shares of commonstock at an exercise price of $88.82 per share and a binomial lattice model fair value of $27.90 per share. AtJanuary 31, 2008, options for 18.2 million shares were outstanding with a weighted-average exercise price of $39.31per share. The Company also granted .2 million units of restricted stock with a weighted-average fair value of $88.82per share in the first quarter of 2008. A total of 16.2 million shares remained available for the granting of futureoptions and restricted stock.

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(14) New accounting standard adopted in the first quarter of 2008 was as follows:

The Company adopted FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, at thebeginning of the first fiscal quarter of 2008. This Interpretation clarifies that the recognition for uncertain taxpositions should be based on a more-likely-than-not threshold that the tax position will be sustained upon audit. Thetax position is measured as the largest amount of benefit that has a greater than 50 percent probability of beingrealized upon settlement. As a result of adoption, the Company recorded an increase in its liability for unrecognizedtax benefits of $170 million, an increase in accrued interest and penalties payable of $30 million, an increase indeferred tax liabilities of $6 million, a reduction in the beginning retained earnings balance of $48 million, anincrease in tax receivables of $136 million, an increase in deferred tax assets of $11 million and an increase ininterest receivable of $11 million.

After adoption at the beginning of the first quarter, the Company had a total liability for unrecognized tax benefits of$207 million. Approximately $65 million of this balance would affect the effective tax rate if the tax benefits wererecognized. The remaining liability was related to tax positions for which there are offsetting tax receivables, or theuncertainty was only related to timing. These items would not affect the effective tax rate due to offsetting changesto the receivables or deferred taxes. The liability for unrecognized tax benefits at January 31, 2008 was notmaterially different from the liability at the date of adoption. At the date of adoption, the Company did not have anytax positions for which it expected that the liability for unrecognized tax benefits would change significantly withinthe next 12 months.

The Company’s continuing policy is to recognize interest related to uncertain tax positions in interest expense andinterest income, and recognize penalties in selling, administrative and general expenses. After adoption at thebeginning of the first quarter of 2008, the liability for accrued interest and penalties totaled $33 million and thereceivable for interest was $14 million, which have not changed materially during the first quarter.

The Company files its tax returns according to the tax laws of the jurisdictions in which it operates, which includesthe U.S. federal jurisdiction, and various state and foreign jurisdictions. The U.S. Internal Revenue Service hascompleted its examination of the Company’s federal income tax returns for periods prior to 2001, and for the years2002, 2003 and 2004. The year 2001, and 2005 through 2007 federal income tax returns are either currently underexamination or remain subject to examination. Various state and foreign income tax returns, including major taxjurisdictions in Canada and Germany, also remain subject to examination by taxing authorities.

New accounting standards to be adopted are as follows:

In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations, and StatementNo. 160, Noncontrolling Interests in Consolidated Financial Statements. Statement No. 141 (revised 2007) requiresan acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in theacquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiableassets acquired. Statement No. 160 requires that a noncontrolling interest in a subsidiary be reported as equity in theconsolidated financial statements. Consolidated net income should include the net income for both the parent and thenoncontrolling interest with disclosure of both amounts on the consolidated statement of income. The calculation ofearnings per share will continue to be based on income amounts attributable to the parent. The effective date for bothStatements is the beginning of fiscal year 2010. The Company has currently not determined the potential effects onthe consolidated financial statements.

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In September 2006, the FASB issued Statement No. 157, Fair Value Measurements. This Statement defines fairvalue and expands disclosures about fair value measurements. These definitions will apply to other accountingstandards that use fair value measurements and may change the application of certain measurements used in currentpractice. The effective date is the beginning of fiscal year 2009 for financial assets and liabilities. For nonfinancialassets and liabilities, the effective date is the beginning of fiscal year 2010, except items that are recognized ordisclosed on a recurring basis (at least annually).The adoption is not expected to have a material effect on theCompany’s consolidated financial statements.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and FinancialLiabilities. This Statement permits entities to measure most financial instruments at fair value. It may be applied on acontract by contract basis and is irrevocable once applied to those contracts. The standard may be applied at the timeof adoption for existing eligible items, or at initial recognition of eligible items. After election of this option, changesin fair value are reported in earnings. The items measured at fair value must be shown separately on the balancesheet. The effective date is the beginning of fiscal year 2009. The cumulative effect of adoption would be reported asan adjustment to beginning retained earnings. The Company has currently not determined the potential effect on theconsolidated financial statements.

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(15) SUPPLEMENTAL CONSOLIDATING DATASTATEMENT OF INCOMEFor the Three Months Ended January 31, 2008 and 2007

(In millions of dollars) Unaudited EQUIPMENT OPERATIONS* FINANCIAL SERVICES2008 2007 2008 2007

Net Sales and RevenuesNet sales $ 4,530.6 $ 3,814.9Finance and interest income 26.0 22.2 $ 568.1 $ 521.0Other income 103.6 103.9 65.0 43.0

Total 4,660.2 3,941.0 633.1 564.0

Costs and ExpensesCost of sales 3,362.2 2,950.6Research and development expenses 204.3 176.8Selling, administrative and general expenses 550.1 456.8 104.9 88.4Interest expense 46.0 42.5 261.6 235.0Interest compensation to Financial Services 53.6 50.5Other operating expenses 47.8 32.4 131.4 106.6

Total 4,264.0 3,709.6 497.9 430.0

Income of Consolidated Group Before Income Taxes 396.2 231.4 135.2 134.0Provision for income taxes 132.2 82.2 37.7 45.9Income of Consolidated Group 264.0 149.2 97.5 88.1

Equity in Income of Unconsolidated Subsidiaries andAffiliates

Credit 95.8 87.1 .2 .1Other 9.3 2.4

Total 105.1 89.5 .2 .1

Net Income $ 369.1 $ 238.7 $ 97.7 $ 88.2

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “EquipmentOperations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

SUPPLEMENTAL CONSOLIDATING DATA (Continued) CONDENSED BALANCE SHEET (In millions of dollars) Unaudited EQUIPMENT OPERATIONS* FINANCIAL SERVICES

January 31 2008

October 31 2007

January 31 2007

January 31 2008

October 31 2007

January 31 2007

Assets Cash and cash equivalents $ 1,199.0 $ 2,019.6 $ 1,199.0 $ 297.3 $ 259.1 $ 142.1 Marketable securities 1,004.0 1,468.2 1,280.3 149.5 155.1 129.7 Receivables from unconsolidated subsidiaries

and affiliates 376.3 437.0 246.3 1.1 .2 .1 Trade accounts and notes receivable - net 1,002.6 1,028.8 949.2 2,691.9 2,475.9 2,716.5 Financing receivables - net 4.4 11.0 3.3 15,228.6 15,620.2 13,680.4 Restricted financing receivables - net 1,960.6 2,289.0 2,066.7 Other receivables 575.1 524.0 285.0 76.1 74.2 123.1 Equipment on operating leases - net 1,628.4 1,705.3 1,420.8 Inventories 3,288.8 2,337.3 2,484.1 Property and equipment - net 2,716.9 2,721.4 2,459.2 934.8 812.6 491.8 Investments in unconsolidated subsidiaries and

affiliates 2,586.8 2,643.4 2,714.4 5.8 5.1 5.0 Goodwill 1,248.3 1,234.3 1,115.7 Other intangible assets - net 131.2 131.0 54.4 Retirement benefits 2,008.9 1,967.6 2,624.0 8.5 9.0 11.3 Deferred income taxes 1,445.1 1,418.5 681.7 58.3 46.1 11.8 Other assets 434.5 347.6 316.8 478.4 259.3 338.4

Total Assets $ 18,021.9 $ 18,289.7 $ 16,413.4 $ 23,519.3 $ 23,711.1 $ 21,137.7 Liabilities and Stockholders’ Equity Short-term borrowings $ 274.5 $ 129.8 $ 339.0 $ 9,187.1 $ 9,839.7 $ 8,714.1 Payables to unconsolidated subsidiaries and

affiliates 174.5 136.5 72.6 337.8 407.4 222.3 Accounts payable and accrued expenses 4,515.9 4,884.4 3,726.8 1,000.6 924.2 779.1 Accrued taxes 443.2 242.4 115.9 59.4 33.7 34.5 Deferred income taxes 107.2 99.8 16.0 133.2 148.8 152.4 Long-term borrowings 2,012.6 1,973.2 1,958.8 10,331.8 9,825.0 8,612.4 Retirement benefit accruals and other liabilities 3,455.6 3,667.8 2,608.4 34.3 33.1 28.5

Total liabilities 10,983.5 11,133.9 8,837.5 21,084.2 21,211.9 18,543.3 Common Stock, $1 par value (issued shares

at January 31, 2008 — 536,431,204) 2,882.4 2,777.0 2,299.6 1,162.4 1,122.4 1,039.0 Common stock in treasury (4,449.4 ) (4,015.4 ) (2,817.6 ) Retained earnings 9,243.4 9,031.7 8,025.3 1,165.0 1,228.8 1,482.8

Total 7,676.4 7,793.3 7,507.3 2,327.4 2,351.2 2,521.8 Accumulated other comprehensive income

(loss) (638.0 ) (637.5 ) 68.6 107.7 148.0 72.6 Stockholders’ equity 7,038.4 7,155.8 7,575.9 2,435.1 2,499.2 2,594.4

Total Liabilities and Stockholders’ Equity $ 18,021.9 $ 18,289.7 $ 16,413.4 $ 23,519.3 $ 23,711.1 $ 21,137.7

* Deere & Company with Financial Services on the equity basis. The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

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SUPPLEMENTAL CONSOLIDATING DATA (Continued)STATEMENT OF CASH FLOWSFor the Three Months Ended January 31, 2008 and 2007

(In millions of dollars) UnauditedEQUIPMENT

OPERATIONS* FINANCIAL SERVICES2008 2007 2008 2007

Cash Flows from Operating ActivitiesNet income $ 369.1 $ 238.7 $ 97.7 $ 88.2Adjustments to reconcile net income to net cash provided by (used

for) operating activities:Provision (credit) for doubtful receivables (.3 ) 1.4 17.7 13.3Provision for depreciation and amortization 117.2 111.4 101.2 89.6Undistributed earnings of unconsolidated subsidiaries and

affiliates 36.7 (29.7 ) (.2) (.1 )Provision (credit) for deferred income taxes (23.6 ) (.4 ) 3.4 (3.6 )Changes in assets and liabilities:

Receivables 2.1 2.2 .4 2.2Inventories (956.3 ) (529.1 )Accounts payable and accrued expenses (332.8 ) (378.9 ) .3 3.8Accrued income taxes payable/receivable 182.0 47.3 1.1 (27.7 )Retirement benefits (196.9 ) (162.1 ) 1.8 2.7

Other 10.5 38.9 (44.4 ) 10.8Net cash provided by (used for) operating activities (792.3 ) (660.3 ) 179.0 179.2

Cash Flows from Investing ActivitiesCollections of receivables 7,041.6 6,456.1Proceeds from sales of financing receivables 15.5 62.8Proceeds from maturities and sales of marketable securities 679.1 801.5 13.7Proceeds from sales of equipment on operating leases 125.2 94.8Proceeds from sales of businesses, net of cash sold 18.4Cost of receivables acquired (6,633.0 ) (6,144.4 )Purchases of marketable securities (216.3 ) (369.9 ) (4.0 ) (23.1 )Purchases of property and equipment (132.5 ) (173.1 ) (100.6 ) (150.7 )Cost of operating leases acquired (156.0 ) (141.6 )Acquisitions of businesses, net of cash acquired (34.0 )Other (72.9 ) (19.7 ) .7 (11.6 )

Net cash provided by investing activities 241.8 238.8 303.1 142.3

Cash Flows from Financing ActivitiesIncrease (decrease) in short-term borrowings 146.3 60.9 (262.4 ) (56.0 )Change in intercompany receivables/payables 79.8 256.9 (79.8 ) (256.9 )Proceeds from long-term borrowings 3.7 1,037.7 9.1Payments of long-term borrowings (3.2 ) (1.1 ) (1,036.7 ) (50.9 )Proceeds from issuance of common stock 68.7 81.1Repurchases of common stock (481.5 ) (202.6 )Dividends paid (110.4 ) (88.7 ) (140.0 ) (58.6 )Excess tax benefits from share-based compensation 35.1 25.7Other 2.9 (.2 ) 35.8 22.6

Net cash provided by (used for) financing activities (262.3 ) 135.7 (445.4 ) (390.7 )

Effect of Exchange Rate Changes on Cash and CashEquivalents (7.8 ) 8.1 1.5 .5

Net Increase (Decrease) in Cash and Cash Equivalents (820.6 ) (277.7 ) 38.2 (68.7 )Cash and Cash Equivalents at Beginning of Period 2,019.6 1,476.7 259.1 210.8Cash and Cash Equivalents at End of Period $ 1,199.0 $ 1,199.0 $ 297.3 $ 142.1

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “EquipmentOperations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Overview

Organization

The Company’s Equipment Operations generate revenues and cash primarily from the sale of equipment to John Deeredealers and distributors. The Equipment Operations manufacture and distribute a full line of agricultural equipment; a varietyof commercial, consumer and landscapes equipment and products; and a broad range of equipment for construction andforestry. The Company’s Financial Services primarily provide credit services, which mainly finance sales and leases ofequipment by John Deere dealers and trade receivables purchased from the Equipment Operations. In addition, FinancialServices offer certain crop risk mitigation products and invest in wind energy generation. The information in the followingdiscussion is presented in a format that includes information grouped as consolidated, Equipment Operations and FinancialServices. The Company also views its operations as consisting of two geographic areas, the U.S. and Canada, and outside theU.S. and Canada.

Trends and Economic Conditions

Farm conditions throughout the world remain quite positive, benefiting from healthy commodity prices and demand forrenewable fuels. Industry sales for 2008 are forecast to be up 15 to 20 percent for the year in the U.S. & Canada. Industrysales in Western Europe are forecast to be up 3 to 5 percent for the year. Greater increases are expected in Eastern Europeand the CIS (Commonwealth of Independent States) countries, including Russia, where demand for productive farmmachinery is experiencing rapid growth. South American markets are expected to show further improvement in 2008, withindustry sales forecast to increase by 15 percent or more. The Company’s agricultural equipment sales were up 33 percentfor the first quarter of 2008 and are forecast to increase about 28 percent for the year, including about 4 percent related tocurrency translation. The Company’s commercial and consumer equipment sales increased 16 percent for the first quarter,including 14 percent from LESCO, Inc. (LESCO), which was acquired in the third quarter of 2007. Commercial andconsumer equipment sales are projected to increase about 8 percent for the year, including about 7 percent from a full year ofLESCO sales. U.S. markets for construction and forestry equipment are forecast to remain under continued pressure due inlarge part to a continuing slump in housing starts. The Company’s construction and forestry sales declined 6 percent in thefirst quarter of 2008, and for the year are expected to be approximately equal to the prior year. The Company’s creditoperations net income in 2008 is forecast to be approximately $365 million.

Items of concern include the price of raw materials and certain supply constraints, which have an impact on the results of theCompany’s equipment operations. The slowdown in the economy and credit issues, which have affected the housing market,are also a concern. Producing engines that continue to meet high performance standards, yet also comply with increasinglystringent emissions regulations is one of the Company’s major priorities. In this regard, the Company is making and intendsto continue to make the financial and technical investment needed to produce engines in conformance with global emissionsrules for off-road diesel engines. Potential changes in government sponsored farmer financing programs in Brazil are aconcern, as is the uncertainty over the direction of U.S. farm legislation. Additionally, there is uncertainty regarding theimpact of drought conditions in the southeastern U.S. on the Company’s commercial and consumer equipment segment sales.

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Strongly favorable conditions throughout the global farm sector, coupled with a positive customer response to the Company’sproduct lineup, are continuing to drive results. Further, the Company’s non-agricultural operations remain on a profitablecourse in spite of weakening economic conditions in the U.S. The Company believes it remains in a prime position to benefitfrom positive global economic factors such as growing affluence, increasing demand for food and infrastructure, and therising use of biofuels.

2008 Compared with 2007

Deere & Company’s net income was $369.1 million, or $.83 per share for the first quarter of 2008, compared with $238.7million, or $.52 per share, for the same period last year.

Worldwide net sales and revenues increased 18 percent to $5,201 million for the first quarter, compared with $4,425 milliona year ago. Net sales of the Equipment Operations increased 19 percent to $4,531 million for the first quarter, compared with$3,815 million last year. Included in these sales were positive effects for currency translation and price changes totaling 6percent. Equipment sales in the U.S. and Canada were up 9 percent for the first quarter. Net sales outside the U.S. andCanada increased by 37 percent for the quarter, which included a positive currency translation effect of 11 percent.

The Company’s Equipment Operations reported operating profit of $457 million for the first quarter, compared with $270million last year. The improvement was largely due to the favorable impact of higher sales and production volumes andimproved price realization, partially offset by higher selling, administrative and general expenses and raw material costs. TheEquipment Operations had net income of $264.0 million for the first quarter of 2008, compared with $149.2 million last year.The same factors mentioned above in addition to a lower effective tax rate this year affected these results.

Trade receivables and inventories at the end of the first quarter were $6,488 million, or 29 percent of the last 12 months’ netsales, compared with $5,672 million, or 28 percent of net sales, a year ago.

Net income of the Company’s Financial Services operations for the first quarter of 2008 was $97.7 million, compared with$88.2 million last year. The increase was primarily due to growth in the credit portfolio, higher crop insurance income and alower effective tax rate. See the following discussion for the credit operations.

Business Segment Results

Agricultural Equipment. Sales increased 33 percent for the first quarter, primarily as a result of higher volumes, thefavorable effects of currency translation and improved price realization. Operating profit was $332 million for thequarter, compared with $137 million in the same period last year. The operating profit increase was primarily due to thefavorable impact of higher sales and production volumes and improved prize realization, partially offset by higherselling, administrative and general expenses attributable in large part to currency translation. Also affecting thequarter’s results were increased research and development expenses.

Commercial and Consumer Equipment. Segment sales were up 16 percent for the quarter. LESCO operationsaccounted for 14 percent of the sales increase. The segment had operating profit of $8 million for the quarter, comparedwith $38 million a year ago. The operating profit decline was primarily due to higher selling, administrative andgeneral expenses from LESCO, partially offset by higher sales volumes.

Construction and Forestry. Sales declined 6 percent, while operating profit rose to $117 million for the first quarter,versus $95 million a year ago. The operating profit increase was mainly due to improved price realization and thepositive effect of production levels in closer alignment with retail demand, partially offset by higher raw material costsand lower sales volumes.

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Credit. The credit segment had an operating profit of $133 million for the first quarter, compared with $132 million inthe same period last year. The improvement was primarily due to growth in the credit portfolio and higher cropinsurance income. Higher interest expense resulting from increased leverage, higher selling, administrative and generalexpenses, and an increase in the provision for credit losses partially offset the improvements. Total revenues of thecredit operations, including intercompany revenues, increased 12 percent to $614 million in the current quarter from$549 million in the first quarter of 2007. The average balance of receivables and leases financed was 8 percent higherin the first quarter, compared with the same period last year. Interest expense increased 11 percent in the currentquarter, compared with last year, as a result of higher average borrowings. The credit operations’ consolidated ratio ofearnings to fixed charges was 1.52 to 1 for the first quarter this year, compared with 1.58 to 1 in the same period lastyear.

The cost of sales to net sales ratios for the first quarter of 2008 and 2007 were 74.2 percent and 77.3 percent, respectively.The improvement was primarily due to higher sales and production volumes and improved price realization, partially offsetby higher raw material costs.

Finance and interest income, and interest expense increased in the first quarter this year due to growth in the creditoperations’ portfolio and higher average borrowings. Other income increased this year primarily due to higher cropinsurance commissions. Research and development expenses increased primarily as a result of increased spending in supportof new products and the effect of currency translation. Selling, administrative and general expenses increased primarily dueto acquisitions made in the last half of fiscal year 2007 and the effect of currency translation. Other operating expenses werehigher primarily due to an increase in depreciation for equipment on operating leases, increased costs related to cropinsurance and foreign exchange transactions. The effective tax rate decreased, compared to last year, primarily due to variousdiscrete items affecting the first quarter this year.

Market Conditions and Outlook

The Company’s equipment sales are projected to increase by about 17 percent for fiscal year 2008 and to be upapproximately 23 percent for the second quarter, compared to the same periods last year. Currency translation accounts forapproximately 3 percent of the forecasted sales increase for both periods. Net income is forecast to be about $2.2 billion forthe year and in a range of $700 million to $725 million for the second quarter.

Agricultural Equipment. With support from continuing strength in the global farm sector, worldwide sales of theCompany’s agricultural equipment are expected to increase by about 28 percent for fiscal year 2008. This includesabout 4 percent related to currency translation.

Farm conditions throughout the world remain quite positive, benefiting from healthy commodity prices and demand forrenewable fuels. Recently enacted energy legislation in the U.S. requires a significant increase in renewable fuelproduction through 2022. Relative to consumption, global grain stocks such as wheat and corn are forecast to remain ator near 30-year lows. In addition, a large number of advanced new Company products coming to market in 2008 areexpected to lend support to sales of agricultural equipment.

On an industry basis, farm machinery sales in the U.S. and Canada are forecast to be up 15 to 20 percent for the year.Large tractors and combines are expected to lead the improvement while demand for cotton equipment is projected tobe down. Overall farm machinery sales are expected to benefit from a significant increase in farm cash receipts, relatedin large part to higher crop prices.

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Industry sales in Western Europe are forecast to be up 3 to 5 percent for the year. Greater increases are expected inEastern Europe and the CIS (Commonwealth of Independent States) countries, including Russia, where demand forproductive farm machinery is experiencing rapid growth. South American markets are expected to show furtherimprovement in 2008, with industry sales forecast to increase by 15 percent or more. Despite strong commodity pricesupport, however, farm machinery demand in Brazil could be affected by uncertainties over government-backedfinancing programs. The Company’s sales are expected to be helped by an expanded product line and additionalcapacity associated with the start-up of a world class tractor manufacturing facility in Brazil and by higher demand forthe Company’s innovative sugarcane harvesting equipment.

Commercial and Consumer Equipment. The Company’s commercial and consumer equipment sales are projected tobe up about 8 percent for the year, including about 7 percent from a full year of LESCO sales. Sales gains from newproducts, such as an expanded line of innovative commercial mowing equipment, are expected to more than offsetmarket weakness related to the U.S. housing slowdown and rising costs for fertilizer and other lawn maintenancesupplies.

Construction and Forestry. U.S. markets for construction and forestry equipment are forecast to remain undercontinued pressure due in large part to a continuing slump in housing starts. It is expected that housing activity in 2008will remain far below last year in spite of recent interest rate reductions. Nonresidential construction is expected toremain in line with last year’s relatively strong levels. Although the U.S. housing sector is negatively affecting forestryequipment markets in the U.S. and Canada, forestry sales on a worldwide basis are projected to rise in 2008 due toeconomic growth in other regions.

Despite a generally weak environment, the Company’s sales are expected to benefit from new products and factoryproduction levels in closer alignment with retail demand. For 2008, the Company’s worldwide sales of construction andforestry equipment are forecast to be approximately equal to the prior year.

Credit. Net income for the Company’s credit operations is forecast to be approximately $365 million for fiscal year2008. The improvement is expected to be driven by growth in the credit portfolio and higher crop insurance income,partially offset by increased interest expense resulting from higher leverage.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in the “Overview,” “MarketConditions & Outlook,” and other statements herein that relate to future operating periods are subject to important risks anduncertainties that could cause actual results to differ materially. Some of these risks and uncertainties could affect particularlines of business, while others could affect all of the Company’s businesses.

Forward-looking statements involve certain factors that are subject to change, including for the Company’s agriculturalequipment segment the many interrelated factors that affect farmers’ confidence. These factors include worldwide demandfor agricultural products, world grain stocks, weather conditions, soil conditions, harvest yields, prices for commodities andlivestock, crop and livestock production expenses, availability of transport for crops, the growth of non-food uses for somecrops (including ethanol and biodiesel production), real estate values, available acreage for farming, the land ownershippolicies of various governments, changes in government farm programs (including those in the U.S. and Brazil), internationalreaction to such programs, global trade agreements, animal diseases and their effects on poultry and beef consumption andprices (including avian flu and bovine spongiform encephalopathy, commonly known as “mad cow” disease, crop pests anddiseases (including Asian rust), and the level of farm product exports (including concerns about genetically modifiedorganisms).

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Factors affecting the outlook for the Company’s commercial and consumer equipment segment include weather conditions,general economic conditions, customer profitability, consumer confidence, consumer borrowing patterns, consumerpurchasing preferences, housing starts, infrastructure investment, spending by municipalities and golf courses, andconsumable input costs.

General economic conditions, consumer spending patterns, the number of housing starts, and interest rates are especiallyimportant to sales of the Company’s construction equipment. The levels of public and non-residential construction alsoimpact the results of the Company’s construction and forestry segment. Prices for pulp, lumber and structural panels areimportant to sales of forestry equipment.

All of the Company’s businesses and its reported results are affected by general economic conditions in, and the political andsocial stability of, the global markets in which the Company operates; production, design and technological difficulties,including capacity and supply constraints and prices, including for supply commodities such as steel, rubber and fuel; theavailability and prices of strategically sourced materials, components and whole goods; delays or disruptions in theCompany’s supply chain due to weather or natural disasters; start-up of new plants and new products; the success of newproduct initiatives and customer acceptance of new products; oil and energy prices and supplies; inflation and deflation rates,interest rate levels and foreign currency exchange rates; the availability and cost of freight; trade, monetary and fiscal policiesof various countries; wars and other international conflicts and the threat thereof; actions by the U.S. Federal Reserve Boardand other central banks; actions by the U.S. Securities and Exchange Commission; actions by environmental regulatoryagencies, including those related to engine emissions and the risk of global warming; actions by other regulatory bodies;actions by rating agencies; capital market disruptions; customer borrowing and repayment practices, the number and size ofcustomer loan delinquencies and defaults, and the sub-prime credit market crises; actions of competitors in the variousindustries in which the Company competes, particularly price discounting; dealer practices especially as to levels of new andused field inventories; labor relations; changes to accounting standards; changes in tax rates; the effects of, or response to,terrorism; and changes in laws and regulations affecting the sectors in which the Company operates. The spread of majorepidemics (including influenza, SARS, fevers and other viruses) also could affect Company results. Company results arealso affected by changes in the level of employee retirement benefits, changes in market values of investment assets and thelevel of interest rates, which impact retirement benefit costs, and significant changes in health care costs. Other factors thatcould affect results are changes in Company declared dividends, acquisitions and divestitures of businesses and commonstock issuances and repurchases.

The Company’s outlook is based upon assumptions relating to the factors described above, which are sometimes based uponestimates and data prepared by government agencies. Such estimates and data are often revised. The Company, except asrequired by law, undertakes no obligation to update or revise its outlook, whether as a result of new developments orotherwise. Further information concerning the Company and its businesses, including factors that potentially couldmaterially affect the Company’s financial results, is included in the Company’s most recent annual report on Form 10-K(including the factors discussed in Item 1A. Risk Factors) and other filings with the U.S. Securities and ExchangeCommission.

Critical Accounting Policies

See the Company’s critical accounting policies discussed in the Management’s Discussion and Analysis of the most recentannual report filed on Form 10-K. There have been no material changes to these policies.

CAPITAL RESOURCES AND LIQUIDITY

The discussion of capital resources and liquidity has been organized to review separately, where appropriate, the Company’sconsolidated totals, Equipment Operations and Financial Services operations.

Consolidated

Negative cash flows from consolidated operating activities in the first three months of 2008 were $825 million. This resultedprimarily from a seasonal increase in inventories, a decrease in accounts payable and accrued expenses, and a decrease inretirement benefit accruals, which were partially offset by net income adjusted for non-cash provisions and the change inaccrued income taxes payable/receivable. Cash inflows from investing activities were $657 million in the first three monthsof this year, primarily due to the proceeds from the maturities and sales of marketable securities exceeding the cost of these

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securities by $472 million and collections of financing receivables and proceeds from sales of equipment on operating leasesexceeding the cost of financing receivables and equipment on operating leases acquired by $441 million, which were partiallyoffset by purchases of property and equipment of $233 million. Cash outflows from financing activities were $608 million inthe first three months of 2008, primarily due to the repurchases of common stock of $482 million, a decrease in borrowingsof $118 million and dividends paid of $110 million, which were partially offset by issuances of common stock of $69 million(resulting from the exercise of stock options). Cash and cash equivalents also decreased $782 million during the currentquarter.

Negative cash flows from consolidated operating activities in the first three months of 2007 were $686 million. This resultedprimarily from a seasonal increase in inventories, a decrease in accounts payable and accrued expenses, and a decrease inretirement benefit accruals, which were partially offset by net income adjusted for non-cash provisions. Cash inflows frominvesting activities were $552 million in the first three months of 2007, primarily due to the collections of financingreceivables exceeding the cost of these receivables by $430 million, and the proceeds from the maturities and sales ofmarketable securities exceeding the cost of these securities by $409 million, which were partially offset by purchases ofproperty and equipment of $324 million. Cash outflows from financing activities were $221 million in the first three monthsof 2007, primarily due to the repurchases of common stock of $203 million, dividends paid of $89 million and a decrease inborrowings of $34 million, which were partially offset by issuances of common stock of $81 million (resulting from theexercise of stock options). Cash and cash equivalents also decreased $346 million during the first quarter of 2007.

Sources of liquidity for the Company include cash and cash equivalents, marketable securities, funds from operations, theissuance of commercial paper and term debt, the securitization of retail notes and committed and uncommitted bank lines ofcredit.

Because of the multiple funding sources that have been and continue to be available, the Company expects to have sufficientsources of liquidity to meet its ongoing funding needs. The Company’s commercial paper outstanding at January 31, 2008,October 31, 2007 and January 31, 2007 was approximately $3.0 billion, $2.8 billion and $2.9 billion, respectively, while thetotal cash and cash equivalents and marketable securities position was approximately $2.6 billion, $3.9 billion and $2.8billion, respectively. The Company has for many years accessed diverse funding sources, including short-term and long-termunsecured global debt capital markets, as well as public and private securitization markets in the U.S. and Canada.

Lines of Credit. The Company also has access to bank lines of credit with various banks throughout the world. Some of thelines are available to both Deere & Company and John Deere Capital Corporation (Capital Corporation). Worldwide lines ofcredit totaled $3,855 million at January 31, 2008, $731 million of which were unused. For the purpose of computing unusedcredit lines, commercial paper and short-term bank borrowings, excluding secured borrowings and the current portion oflong-term borrowings, were considered to constitute utilization. Included in the total credit lines at January 31, 2008 was along-term credit facility agreement of $3.75 billion, expiring in February 2012. The credit agreement requires the CapitalCorporation to maintain its consolidated ratio of earnings to fixed charges at not less than 1.05 to 1 for each fiscal quarter andthe ratio of senior debt, excluding securitization indebtedness, to capital base (total subordinated debt and stockholder’sequity excluding accumulated other comprehensive income (loss)) at not more than 9.5 to 1 at the end of any fiscal quarter.The credit agreement also requires the Equipment Operations to maintain a ratio of total debt to total capital (total debt andstockholders’ equity excluding accumulated other comprehensive income (loss)) of 65 percent or less at the end of each fiscalquarter

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according to accounting principles generally accepted in the U.S. in effect at October 31, 2006. Under this provision, theCompany’s excess equity capacity and retained earnings balance free of restriction at January 31, 2008 was $6,445 million.Alternatively under this provision, the Equipment Operations had the capacity to incur additional debt of $11,969 million atJanuary 31, 2008. All of these requirements of the credit agreement have been met during the periods included in theconsolidated financial statements.

Debt Ratings. To access public debt capital markets, the Company relies on credit rating agencies to assign short-term andlong-term credit ratings to the Company’s securities as an indicator of credit quality for fixed income investors. A securityrating is not a recommendation by the rating agency to buy, sell or hold Company securities. A credit rating agency maychange or withdraw Company ratings based on its assessment of the Company’s current and future ability to meet interestand principal repayment obligations. Each agency’s rating should be evaluated independently. Lower credit ratingsgenerally result in higher borrowing costs and reduced access to debt capital markets. The senior long-term and short-termdebt ratings and outlook currently assigned to unsecured Company securities by the rating agencies engaged by the Companyare as follows:

Senior Long-Term Short-Term Outlook

Moody’s Investors Service, Inc. A2 Prime-1 StableStandard & Poor’s A A-1 Stable

Trade accounts and notes receivable primarily arise from sales of goods to independent dealers. Trade receivables increased$144 million during the first three months of 2008 due to seasonal increases, and $11 million, compared to a year ago. Theratios of worldwide trade accounts and notes receivable to the last 12 months’ net sales were 14 percent at January 31, 2008,compared to 14 percent at October 31, 2007 and 16 percent at January 31, 2007. Agricultural equipment trade receivablesincreased $217 million, commercial and consumer equipment receivables decreased $78 million and construction andforestry receivables decreased $128 million, compared to a year ago. The percentage of total worldwide trade receivablesoutstanding for periods exceeding 12 months was 3 percent at January 31, 2008, October 31, 2007 and January 31, 2007.

Stockholders’ equity was $7,038 million at January 31, 2008, compared with $7,156 million at October 31, 2007 and $7,576million at January 31, 2007. The decrease of $118 million during the first quarter of 2008 resulted primarily from an increasein treasury stock of $434 million, dividends declared of $109 million and a reduction of retained earnings of $48 millionresulting from the adoption of FIN No. 48, Accounting for Uncertainty in Income Taxes, which were partially offset by netincome of $369 million and an increase in common stock of $105 million.

Equipment Operations

The Company’s equipment businesses are capital intensive and are subject to seasonal variations in financing requirementsfor inventories and certain receivables from dealers. The Equipment Operations sell most of their trade receivables to theCompany’s credit operations. As a result, there are relatively small seasonal variations in the financing requirements of theEquipment Operations. To the extent necessary, funds provided from operations are supplemented by external financingsources.

Cash used for operating activities of the Equipment Operations, including intercompany cash flows, in the first three monthsof 2008 were $792 million. This resulted primarily from a seasonal increase in inventories, a decrease in accounts payableand accrued expenses and a decrease in retirement benefit accruals. Partially offsetting these operating cash outflows werepositive cash flows from net income adjusted for non-cash provisions and the change in accrued income taxespayable/receivable.

Cash used for operating activities of the Equipment Operations, including intercompany cash flows, in the first three monthsof 2007 were $660 million. This resulted primarily from a seasonal increase in inventories, a decrease in accounts payableand accrued expenses, and a decrease in retirement benefit

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accruals. Partially offsetting these operating cash outflows were positive cash flows from net income adjusted for non-cashprovisions.

Trade receivables held by the Equipment Operations decreased $26 million during the first quarter and increased $53 millionfrom a year ago. The Equipment Operations sell a significant portion of their trade receivables to the credit operations. Seethe previous consolidated discussion of trade receivables.

Inventories increased by $952 million during the first three months, primarily reflecting an increase in agricultural finishedgoods in order to meet increased demand. Inventories increased $805 million, compared to a year ago, primarily due to theincrease in agricultural finished goods, currency translation and acquisitions. Most of these inventories are valued on thelast-in, first-out (LIFO) method. The ratios of inventories on a first-in, first-out (FIFO) basis (see Note 4), whichapproximates current cost, to the last 12 months’ cost of sales were 27 percent at January 31, 2008 compared to 22 percent atOctober 31, 2007 and 24 percent at January 31, 2007.

Total interest-bearing debt of the Equipment Operations was $2,287 million at January 31, 2008, compared with $2,103million at the end of fiscal year 2007 and $2,298 million at January 31, 2007. The ratios of debt to total capital (total interest-bearing debt and stockholders’ equity) were 25 percent, 23 percent and 23 percent at January 31, 2008, October 31, 2007 andJanuary 31, 2007, respectively.

Purchases of property and equipment for the Equipment Operations in the first three months of 2008 were $133 million,compared with $173 million in the first quarter last year. Capital expenditures for the Equipment Operations in 2008 areestimated to be approximately $750 million.

Financial Services

The Financial Services’ credit operations rely on their ability to raise substantial amounts of funds to finance their receivableand lease portfolios. Their primary sources of funds for this purpose are a combination of commercial paper, term debt,securitization of retail notes and equity capital.

During the first quarter of 2008, the cash provided by operating and investing activities was used primarily for financingactivities. Cash flows provided by operating activities, including intercompany cash flows, were $179 million in the currentquarter. Cash provided by investing activities totaled $303 million in the first three months of 2008 primarily due tocollections of financing receivables and proceeds from sales of equipment on operating leases exceeding the cost of financingreceivables and equipment on operating leases acquired by $378 million, partially offset by the purchases of property andequipment of $101 million. Cash used for financing activities totaled $445 million, resulting primarily from a decrease inshort-term and long-term borrowings of $261 million, payments of dividends to Deere & Company of $140 million and adecrease in payables to the Equipment Operations of $80 million. Cash and cash equivalents increased $38 million in thecurrent quarter.

During the first quarter of 2007, the cash provided by operating and investing activities was used primarily for financingactivities. Cash flows provided by operating activities, including intercompany cash flows, were $179 million in the firstquarter of 2007. Cash provided by investing activities totaled $142 million in the first three months of 2007 primarily due tocollections of receivables exceeding the cost of these receivables by $312 million, partially offset by the purchases ofproperty and equipment of $151 million. Cash used for financing activities totaled $391 million, resulting primarily from adecrease in payables to the Equipment Operations of $257 million, a decrease in long-term and short-term borrowings of $98million and payment of dividends to Deere & Company of $59 million. Cash and cash equivalents decreased $69 million inthe first quarter of 2007.

26

Receivables and leases held by the credit operations consist of retail notes originated in connection with retail sales of newand used equipment by dealers of John Deere products, retail notes from non-Deere equipment customers, trade receivables,wholesale note receivables, revolving charge accounts, operating loans, insured international export financing generallyinvolving John Deere products, and financing and operating leases. During the first quarter of 2008 and the past 12 months,these receivables and leases decreased $581 million and increased $1,625 million, respectively. Total acquisitions ofreceivables and leases were 8 percent higher in the first three months of 2008, compared with the same period last year. Inthe first three months of 2008, revolving charge accounts, acquisition volumes of leases, wholesale notes, retail notes andtrade receivables were all higher, while operating loans were lower, compared to the same period last year. Total receivablesand leases administered by the credit operations, which include receivables previously sold, amounted to $21,948 million atJanuary 31, 2008, compared with $22,543 million at October 31, 2007 and $20,924 million at January 31, 2007. AtJanuary 31, 2008, the unpaid balance of all receivables previously sold was $438 million, compared with $453 million atOctober 31, 2007 and $1,039 million at January 31, 2007.

Total external interest-bearing debt of the credit operations was $19,519 million at January 31, 2008, compared with $19,665million at the end of fiscal year 2007 and $17,327 million at January 31, 2007. Included in this debt are secured borrowingsof $2,050 million at January 31, 2008, $2,344 million at October 31, 2007 and $2,142 million at January 31, 2007 (see Note6). Total external borrowings decreased during the first three months of 2008 and increased in the past 12 months, generallycorresponding with the level of the receivable and lease portfolio, the level of cash and cash equivalents and the change inpayables owed to the Equipment Operations. The credit operations’ ratio of interest-bearing debt to stockholder’s equity was8.3 to 1 at January 31, 2008, compared with 8.2 to 1 at October 31, 2007 and 6.9 to 1 at January 31, 2007.

During the first quarter of 2008, the credit operations issued $1,038 million and retired $1,037 million of long-termborrowings, which were primarily medium-term notes.

Purchases of property and equipment for Financial Services in the first three months of 2008 were $101 million, comparedwith $151 million in the first quarter last year primarily related to the wind energy entities. Capital expenditures forFinancial Services in 2008 are estimated to be approximately $450 million also primarily related to the wind energy entities.

Contractual Obligations

The following is an update to the Contractual Obligations table in Management’s Discussion and Analysis for the Company’smost recent annual report on Form 10-K. The liability for unrecognized tax benefits after the adoption of FIN No. 48,Accounting for Uncertainty in Income Taxes, at the beginning of the first quarter of fiscal year 2008 totaled $207 million (seeNote 14). The timing of future payments related to this liability is not reasonably estimable at this time. The liability atJanuary 31, 2008 was not materially different from the liability at date of adoption.

Dividend and Other Events

The Company’s Board of Directors at its meeting on February 27, 2008 declared a quarterly dividend of $.25 per sharepayable May 1, 2008, to stockholders of record on March 31, 2008.

During February 2008, the Company’s credit operations issued $675 million of floating rate medium-term notes due in 2010to 2011 and entered into interest rate swaps related to $500 million of these notes, which swapped the floating rate to a fixedrate of 3.30%.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the Company’s most recent annual report filed on Form 10-K (Item 7A). There has been no material change in thisinformation.

Item 4. CONTROLS AND PROCEDURES

The Company’s principal executive officer and its principal financial officer have concluded that the Company’s disclosurecontrols and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended(“the Act”)) were effective as of January 31, 2008, based on the evaluation of these controls and procedures required byRule 13a-15(b) or 15d-15(b) of the Act.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 11 to the Interim Financial Statements.

Item 1A. Risk Factors

See the Company’s most recent annual report filed on Form 10-K (Part I, Item 1A). There has been no materialchange in this information.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s purchases of its common stock during the first quarter of 2008 were as follows:

Total Number ofShares Purchased Maximum Number of

as Part of Publicly Shares that May YetTotal Number of Announced Plans Be Purchased under

Shares Purchased (2) Average Price or Programs (1)the Plans or Programs

(1)Period (thousands) Paid Per Share (thousands) (millions)Nov 1 to Nov 30 1,898 $ 74.86 1,898 33.0Dec 1 to Dec 31 2,160 85.97 2,157 30.8Jan 1 to Jan 31 1,760 87.33 1,760 29.1

Total 5,818 5,815

(1) The Company has one active share repurchase program, which was announced in May 2007 to purchase up to 40million shares of the Company’s common stock.

(2) Total shares purchased in December 2007 included approximately 3 thousand shares received from an officer topay the payroll taxes on certain restricted stock awards. All the shares were valued at the market price of $85.97per share.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

At a special meeting held November 14, 2007, the Company’s stockholders approved an amendment to theCompany’s certificate of incorporation increasing the authorized number of common shares to 1,200 millionshares, with 184,462,432 shares voted in favor of the amendment, 2,473,877 shares voted against the amendmentand 1,647,813 abstentions. The amendment facilitated a two-for-one stock split effected in the form of a 100percent stock dividend, distributed on December 3, 2007, to stockholders of record as of the close of business onMonday, November 26, 2007.

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Item 5. Other Information

None

Item 6. Exhibits

See the index to exhibits immediately preceding the exhibits filed with this report.

Certain instruments relating to long-term debt constituting less than 10% of the registrant’s total assets are not filedas exhibits herewith pursuant to Item 601 (b) (4) (iii) (A) of Regulation S-K. The registrant will file copies of suchinstruments upon request of the Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized.

DEERE & COMPANY

Date: February 28, 2008 By: /s/ M. J. Mack, Jr.M. J. Mack, Jr.Senior Vice President,Principal Financial Officerand Principal Accounting Officer

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INDEX TO EXHIBITS

Number2 Not applicable

3.1 Certificate of Incorporation, as amended (Exhibit 3.2 to Form 10-K of registrant for the year ended October 31,1999, Securities and Exchange Commission File Number 1-4121*)

3.2 Bylaws , as amended (Exhibit 3 to Form 8-K of registrant dated November 29, 2006*)

4 Not applicable

10.1 John Deere Defined Contribution Restoration Plan as amended December 2007

10.2 Deere & Company Nonemployee Director Stock Ownership Plan as amended November 2007

10.3 John Deere Supplemental Pension Benefit Plan as amended December 2007

10.4 John Deere ERISA Supplementary Pension Benefit Plan as amended December 2007

10.5 John Deere Senior Supplementary Pension Benefit Plan as amended December 2007

10.6 Deere & Company Nonemployee Director Deferred Compensation Plan as amended and restatedDecember 2007

10.7 Deere & Company Voluntary Deferred Compensation Plan as amended December 2007

10.8 Change in Control Agreement

10.9 Executive Incentive Award Recoupment Policy

11 Not applicable

12 Computation of ratio of earnings to fixed charges

15 Not applicable

18 Not applicable

19 Not applicable

22 Not applicable

23 Not applicable

24 Not applicable

31.1 Rule 13a-14(a)/15d-14(a) Certification

31.2 Rule 13a-14(a)/15d-14(a) Certification

32 Section 1350 Certifications

* Incorporated by reference. Copies of these exhibits are available from the Company upon request.

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Exhibit 10.1

JOHN DEERE DEFINED CONTRIBUTION RESTORATION PLAN

EFFECTIVE 1 JANUARY 1997

AMENDED: 12 January 2000EFFECTIVE: 1 January 2000

AMENDED: 28 November 2000EFFECTIVE: 1 January 2001

AMENDED: 1 DECEMBER 2005EFFECTIVE: 1 JANUARY 2005

AMENDED: 13 DECEMBER 2007EFFECTIVE: 1 JANUARY 2008

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TABLE OF CONTENTS

Page

ARTICLE I. ESTABLISHMENT, PURPOSE AND CONSTRUCTION

1.1 Establishment 11.2 Purpose 11.3 Effective Date and Plan Year 11.4 Application of Plan 21.5 Construction 2

ARTICLE II. PARTICIPATION

2.1 Eligibility to Participate 32.2 Effect of Transfer 32.3 Beneficiaries 3

ARTICLE III. CONTRIBUTIONS

3.1 Salary Deferral Allocations 43.2 Employer Matching Allocations 53.3 Deferral Elections 53.4 No Hardship Withdrawals 63.5 FICA Tax 6

ARTICLE IV. ACCOUNTS AND RATE OF RETURN

4.1 Participant Accounts 74.2 Rate of Return 74.3 Electing a Rate of Return 74.4 Qualified Domestic Relations Orders 7

ARTICLE V. VESTING

5.1 Vested Interest 85.2 Forfeiture of Non-Vested Balances 8

ARTICLE VI. DISTRIBUTIONS

6.1 Distributions for Separation from Service On and After 1 January 2006 96.2 Distributions for Separation from Service from 1 January 2005 to 31 December 2005 106.3 Distributions Prior to 1 January 2005 116.4 Death 126.5 Disability 126.6 Six-Month Delay 12

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6.7 Distribution of Net Gains Realized from Rate of Return Elections 12

ARTICLE VII. ADMINISTRATION, AMENDMENT AND TERMINATION

7.1 Employment Rights 137.2 Applicable Law 137.3 Non-Alienation 137.4 Withholding of Taxes 137.5 Unsecured Interest, Funding and Rights Against Assets 137.6 Effect on Other Benefit Plans 137.7 Administration 137.8 Amendment, Modification or Termination 147.9 409A Amendments and Modifications 147.10 Distribution Upon Plan Termination; Withdrawal from the Plan 147.11 Withdrawal from Plan 147.12 Definition of Subsidiary or Affiliate 15

ARTICLE VIII. DEFINITIONS

8.1 Section References 168.2 Terms Defined 16

JOHN DEERE DEFINED CONTRIBUTION RESTORATION PLAN

ARTICLE I. ESTABLISHMENT, PURPOSE AND CONSTRUCTION

1.1 Establishment. Effective 1 January 1997, Deere & Company established the John Deere Defined ContributionRestoration Plan (the “Plan”) for the benefit of the salaried employees on its United States payroll and the salaried employeesof its United States subsidiaries or affiliates that have adopted the John Deere Savings and Investment Plan (the “SIP”).Deere & Company and its United States subsidiaries and affiliates that have adopted the SIP (jointly the “Company”) are alsodeemed to have adopted this Plan.

Effective as of 1 January 2007 (unless otherwise provided herein), the Plan is amended pursuant to Section 409A of theCode. Amendments to the Plan adopted in 2007 are intended to align Plan provisions with prior operational changes andavoid the imposition on any Participant of taxes and interest pursuant to Section 409A of the Code.

1.2 Purpose. The Company maintains a defined contribution plan, known as the John Deere Savings and Investment Plan(the “SIP”), which is intended to be a qualified defined contribution plan which meets the requirements of Section 401(a) and401(k) of the Internal Revenue Code of 1986, as amended and the rulings and regulations thereunder (the “Code”).Section 401(a)(17) of the Code limits the amount of compensation paid to a participant in a qualified defined contributionplan which may be taken into account in determining contributions under such a plan. Section 402(g) of the Code limits theamount of compensation a participant may defer in a qualified defined contribution plan. Section 415 of the Code limits theamount which may be contributed under a qualified defined contribution plan. Effective as of 1 January, 2007, this Plan isintended to provide contributions which, are reasonably comparable to the contributions which participants could havereceived under the SIP if they participated in the SIP and if there were no limitations imposed by Sections 401(a)(17),402(g) and 415 of the Code. Prior to 2007, the Plan was intended to restore contributions which, when combined with theamount actually contributed under the SIP, are reasonably comparable to the contributions which participants in the SIPwould have received under such plan if there were no limitations imposed by Sections 401(a)(17), 402(g) and 415 of theCode.

The Plan is intended to qualify as an unfunded deferred compensation plan for a select group of management or highlycompensated employees, within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee RetirementIncome Security Act of 1974, as amended, and the rulings and regulations thereunder (“ERISA”).

1.3 Effective Date and Plan Year. The Plan was first effective 1 January 1997. The Plan Year shall be the twelve-monthperiod beginning on 1 November of each year and ending on 31 October of the following year with the exception of the firstPlan Year which will start 1 January 1997 and end 31 October 1997.

2

1.4 Application of Plan. The terms of this Plan are applicable only to eligible employees of the Company as described inSection 2.1 below who become eligible to defer compensation hereunder on or after 1 January 1997.

1.5 Construction. Unless the context clearly indicates otherwise or unless specifically defined herein, all operative termsused in this Plan shall have the meanings specified in the SIP and the words in the masculine gender shall be deemed toinclude the feminine and neuter genders and the singular shall be deemed to include the plural and vice versa. References toSections are references to sections in the Plan, unless otherwise provided.

3

ARTICLE II. PARTICIPATION

2.1 Eligibility to Participate.

(a) Effective as of 1 January 2006, any Employee not participating in the Traditional Option under the SIP who is anactive Employee on 31 October of a calendar year shall be eligible to participate in the Plan (a “Participant”) duringthe subsequent calendar year, provided they have eligible Compensation for the calendar year of participation inexcess of the limit under Section 401(a)(17) of the Code.

(b) Prior to 2006, any employee participating in the Contemporary Option under the SIP whose salary deferral andmatching contribution under the SIP are reduced by the limitations imposed by Sections 401(a)(17), 402(g) and 415of the Code shall be eligible to participate in the Plan.

2.2 Effect of Transfer. An Employee who is a Participant in this Plan and who ceases to be an eligible Employee asdescribed in Section 2.1 above shall cease participation in the Plan; however, any past contributions and applicable matchingcontributions will continue to be accounted for as elected by the employee subject to Section 4.2 of this Plan.

2.3 Beneficiaries. Beneficiaries under this Plan shall be determined in accordance with Section 8.6 of the SIP; however,beneficiaries for this Plan shall be designated on a separate form and may be an individual or individuals other thanbeneficiaries designated under the SIP.

4

ARTICLE III. CONTRIBUTIONS

3.1 Salary Deferral Allocations.

(a) Effective 1 January 2007. Effective as of 1 January 2007, pursuant to a salary deferral agreement in force under thisPlan and subject to this Article III, the maximum amount of deferrals that may be allocated during a calendar year toa Participant’s salary deferral account under this Plan (“Account”) is determined as follows:

(i) the deferral percentage elected under this Plan not to exceed 6%, multiplied by,

(ii) eligible Compensation for a calendar year in excess of the limit under Section 401(a)(17) of the Code.

A Participant’s deferrals under the Plan shall not commence until such Participant’s Compensation from suchcalendar year exceeds the amount determined pursuant to Section 3.1(a)(ii).

(b) Prior to 2007. Prior to January 1, 2007, pursuant to a salary deferral agreement in force under the SIP and subject tothe provisions hereof, any amount of contribution up to 6% of Compensation for a calendar year that is restrictedunder Section 401(a)(17), Section 402(g) or 415 of the Code shall be allocated to a Participant’s salary deferralaccount under the Plan.

(c) Eligible Compensation. For purposes of Sections 3.1(a)(ii) and 3.3:

(i) “Compensation” for purposes of Deferral Allocations (as defined in Section 3.3 hereof) under the Plan shallbe Compensation as defined under the terms of the SIP in effect on 1 January 2007, which is paid to aParticipant during the period beginning on the date on which such Participant first commences participationin the Plan and ending on the date of such Participant’s Separation from Service; provided, however, thatsuch definition of Compensation under the SIP shall be applied without giving effect to the exclusion ofamounts deferred under nonqualified deferred compensation plans, which are not considered“compensation” within the meaning of Section 415 of the Code and are not included in the definition ofCompensation under the terms of the SIP; provided, further, that for avoidance of doubt, amounts receivedwhile a Participant is on a Special Paid Leave of Absence shall be considered Compensation for purposesof this Plan.

(ii) Compensation payable after 31 December of a calendar year for services performed during the final payrollperiod of such calendar year containing such 31 December shall be treated as Compensation for thesubsequent calendar year;

5

(iii) Compensation for Participants who participate in the Contemporary Option under the SIP shall includePerformance-Based Compensation received under the John Deere Short-Term Incentive Bonus Plan; and

(iv) Sales commissions shall be deemed earned in the calendar year in which the customer remits to theCompany the payment to which such Compensation relates.

(v) Compensation shall include salary continuation benefits paid to a Disabled Participant during the 12-monthperiod beginning on the Participant’s absence from work due to Disability and ending on the date on whichbenefits commence under the Company’s long-term disability plan, plus any Performance-BasedCompensation received under the John Deere Short-Term Incentive Bonus Plan during such period, if any.

3.2 Employer Matching Allocations. Employer matching contributions, if any, corresponding to Deferral allocations (asdefined in Section 3.3 hereof) under Section 3.1 above shall be allocated to a matching account under this Plan. Employermatching contributions under this Plan will be determined as described in Article IV, Section 4.1(b) of the SIP.

3.3 Deferral Elections.

(a) Effective 1 January 2007.

(i) A Participant’s deferral allocation under the Plan (the “Deferral Allocation”) with respect to Performance-Based Compensation for a Plan Year commencing on or after 1 November 2006 and with respect to allother Compensation for a calendar year commencing on or after 1 January 2007 that is not Performance-Based Compensation (including commission compensation earned during the calendar year) shall beirrevocably determined pursuant to such Participant’s deferral agreement in effect under this Plan as of 31October of the preceding calendar year; provided, however, that the Deferral Allocation under the Planshall not exceed 6% of the Participant’s Compensation; and provided further that the Participant’s DeferralAllocation shall remain in effect for subsequent years until revoked or modified.

(ii) Effective for calendar years commencing on or after 1 January 2007 and Plan Years commencing on orafter 1 November 2006, an eligible Employee who does not have a Deferral Allocation in place on 31October shall not be permitted to participate in the Plan during the following calendar year or Plan Year.

(iii) A Participant’s elections with respect to his deferral agreement under the SIP shall have no effect on suchParticipant’s Deferral Allocation under the Plan.

6

(b) 1 January 2006 to 31 December 2006. With respect to the calendar year commencing 1 January 2006 and the PlanYear commencing 1 November 2005, a Participant’s Deferral Allocation shall be based on the Participant’s deferralagreement under the SIP in effect as of 31 December 2005.

(c) 1 January 2005 to 31 December 2005.

With respect to the calendar year beginning 1 January 2005 and the Plan Year beginning 1 November 2004, aParticipant shall be permitted, through 15 March 2005, pursuant to Q&A 21 in Notice 2005-1, to make a newDeferral Allocation election or increase an existing Deferral Allocation with respect to amounts that have not beenpaid or that have not become payable at the time of such election; provided that the Participant’s deferral agreementunder the SIP in effect as of 15 March 2005 shall determine such Participant’s Deferral Allocations under the Planfor the remainder of the 2005 calendar year; and provided further that such election with respect to the Plan shall notexceed 6% of the Participant’s Compensation and shall be in accordance with procedures established by the PlanAdministrator.

(d) Prior to 1 January 2005. Effective 1 January 1997 or the first day of any subsequent month through December 1,2004, an eligible Employee may elect to defer Compensation by completing a written election no later than the lastwork day of any month authorizing the Company to defer a percentage of Compensation under Section 4.8 of theSIP, provided that such employee is participating in the Contemporary Option under the SIP. Such election willremain in force until changed or revoked by the Employee or the Employee ceases to be eligible to participateaccording to Article II of this Plan.

3.4 No Hardship Withdrawals. Hardship withdrawals from a Participant’s Account under the Plan shall not be permitted.Effective as of 1 January 2006, if a Participant receives a distribution of a Hardship Withdrawal from the SIP, his DeferralAllocation for purposes of the Plan shall cease and his election under the Plan shall be cancelled. A new Deferral Allocationwith respect to the Plan following the cancellation of a prior Deferral Allocation due to a Hardship Withdrawal under the SIPshall be subject to the timing requirements of Section 3.3 and Section 409A.

3.5 FICA Tax. All Deferral Allocations are subject to FICA tax in the payroll period in which they are deferred. Such FICAtaxes will be withheld only as necessary from the Participant’s Compensation prior to any deferral under this Plan.

7

ARTICLE IV. ACCOUNTS AND RATE OF RETURN

4.1 Participant Accounts. Bookkeeping accounts will be maintained for each participant under the Plan and shall be creditedwith a rate of return as provided in Section 4.2 below. Such rate of return shall be credited as of the end of each businessday.

4.2 Rate of Return. The rate of return for a Participant’s account shall be the average of Prime Rate plus two percent asdetermined by the Federal Reserve statistical release for the month immediately preceding the month for which such rateshall be credited to account balances for deferrals and Employer matching contributions under this Plan.

Alternatively, a Participant may elect a rate of return equal to the average of the S&P 500 Index for the month immediatelypreceding the month for which such rate shall be credited to account balances for deferrals and Employer matchingcontributions under this Plan.

4.3 Electing a Rate of Return. A Participant shall be permitted to make an annual election regarding the rate of returnapplicable to existing and future account balances; provided that such election is submitted to the Recordkeeper by 31October of the prior calendar year. As of 31 October of a calendar year, a Participant’s election for purposes of thisSection 4.3 shall be irrevocable with respect to the following calendar year. Any change to an election with respect to therate of return shall not become effective until 1 January of the calendar year following the calendar year in which suchchange is submitted to the Recordkeeper. A Participant may elect either of the above rates of return for any portion of theaccount in whole percentage increments (as long as the minimum value of transfer is $250 or more). The sum of all suchportions must equal 100%. If a Participant submits a Deferral Allocation to the Recordkeeper, but fails to submit an electionregarding the rate of return, the rate of return for such Participant’s existing and future account balances shall be the S&P 500Index, until modified by the Participant in accordance with this Section 4.3.

4.4 Qualified Domestic Relations Orders. In the event of a Qualified Domestic Relations Order, a separate account will beestablished for any qualified alternate payee subject to Article V. No portion of the non-vested Employer matchingcontributions or earnings thereon may be assigned to the Alternate Payee. The distribution option for an Alternate Payeegenerally will be a single lump sum payment paid 180 days following qualification by the Administrator of a domesticrelations order as a Qualified Domestic Relations Order in place of the Distribution Options shown in Article VI, unless theQualified Domestic Relations Order provides otherwise. The Administrator may accelerate the time or schedule of paymentunder the Plan to an alternate payee to the extent necessary to fulfill a Qualified Domestic Relations Order.

8

ARTICLE V. VESTING

5.1 Vested Interest. A Participant shall be fully vested in the portion of the account comprised of Deferral Allocations andgains or losses thereon. Furthermore, the Participant shall be 100% vested after attaining three years of service credit on theEmployer matching contributions and the gains or losses thereon. In the event of a Qualified Domestic Relations Order, noportion of non-vested Employer matching contributions or the gains or losses thereon may be assigned to the alternate payee.

5.2 Forfeiture of Non-Vested Balances. The Participant who incurs a Separation from Service prior to three years of servicecredit shall forfeit all Employer matching contributions and the earnings thereon. In the event a Participant is rehired by theCompany within five (5) years following such Separation from Service with the Company and, in accordance with theapplicable provisions of the SIP, such Participant earns three years of service credit (including any service credit earned priorto the initial Separation from Service), all forfeited Employer matching contributions and growth additions up to the date ofthe Participant’s Separation from Service with the Company shall be restored to the Participants account.

9

ARTICLE VI. DISTRIBUTIONS

6.1 Distributions for Separation from Service On and After 1 January 2006.

(a) Participants Retirement Eligible as of 31 December 2005.

(i) A Participant who is Retirement Eligible as of 31 December 2005 and incurs a Separation from Service onor after 1 January 2006 shall be permitted, subject to Sections 6.4 and 6.5, to irrevocably elect the form ofdistribution for his Account, pursuant to Section 6.3 and this Section 6.1(a)(i), paid, at the Participant’selection, either (A) the first day of the month containing the date that is six months and one day after hisSeparation from Service, plus one day for each day of Vacation, (B) one or more years after his Separationfrom Service or (C) on a date specified by the Participant, provided that if such specified date is a date priorto the Participant’s Separation from Service, then such specified date shall be disregarded and the Accountshall be distributed on the date that is six months and one day after the Separation from Service, plus oneday for each day of Vacation. Elections pursuant to this Section 6.1(a)(i) shall be made by no later than 31December 2005 in accordance with procedures established by the Administrator and shall provide thatdistribution of the Account shall begin no later than 1 January of the calendar year following the calendaryear in which the Participant attains age 75.

(ii) If a Participant described in Section 6.1(a)(i) does not make a timely election pursuant to Section 6.1(a)(i),his Account shall be paid in accordance with Section 6.1(b).

(b) Participants Retirement Eligible After 31 December 2005 Who Separate from Service After Becoming RetirementEligible. Effective as of 1 January 2006, the Account of a Participant (i) who becomes Retirement Eligible after31 December 2005, and (ii) whose Separation from Service occurs after he becomes Retirement Eligible, shall bepaid in five annual installments. The amount and timing of each annual installment shall be determined as follows:

(i) The initial annual installment shall be an amount that is substantially equal to one-fifth of the value of theParticipant’s Account determined as of the last valuation date of the month immediately preceding theMeasurement Date, and shall be paid on the last day of the month following the month which contains theMeasurement Date. For purposes of Section 6.1, “Measurement Date” means the date that is the firstanniversary of the Participant’s Separation from Service, plus one day for each day of Vacation.

(ii) The second annual installment shall be an amount that is substantially equal to one-fourth of the value ofthe Participant’s Account determined as of the last valuation date of the month immediately preceding thedate that

10

is the first anniversary of the Measurement Date, and shall be paid on the last day of the month followingthe month which contains the first anniversary of the Measurement Date.

(iii) The third annual installment shall be an amount that is substantially equal to one-third of the value of theParticipant’s Account determined as of the last valuation date of the month immediately preceding the datethat is the second anniversary of the Measurement Date, and shall be paid on the last day of the monthfollowing the month which contains the second anniversary of the Measurement Date.

(iv) The fourth annual installment shall be an amount that is substantially equal to one-half of the value of theParticipant’s Account determined as of the last valuation date of the month immediately preceding the datethat is the third anniversary of the Measurement Date, and shall be paid on the last day of the monthfollowing the month which contains the third anniversary of the Measurement Date.

(v) The fifth annual installment shall be an amount that is equal to the entire remaining balance in theParticipant’s Account and shall be paid on the date that is the fourth anniversary of the Measurement Date.

(c) Participants Not Retirement Eligible When Separated. Effective as of 1 January 2006, the Account of a Participant(i) who is not Retirement Eligible as of 31 December 2005, and (ii) whose Separation from Service occurs after 31December 2005 and prior to the date on which he becomes Retirement Eligible shall be paid in a single lump sum onthe last day of the month following the month in which the first anniversary of such Participant’s Separation fromService occurs.

6.2 Distributions for Separation from Service from 1 January 2005 to 31 December 2005.

(a) General Rule. A Participant who incurs a Separation from Service between 1 January 2005 and 31 December 2005inclusive shall be permitted to elect, in accordance with procedures established by the Administrator to receive his409A Account in any of the payment forms specified in Section 6.3. The 409A Account shall be distributed at thetime (or over a period of years) specified by the Participant; provided that the Participant shall not be permitted toelect a date that is earlier than 30 days following (i) the last day of the month in which the Participant’s Separationfrom Service occurs (ii) plus one day for each day of Vacation in the case of Retirement or no later than 1 January ofthe year following the year in which the Participant attains age 75. If a Participant elects to receive his 409AAccount in the form of installments of decrementing amounts or a specified amount, each installment subsequent tothe first shall be paid on the anniversary of first installment. The election pursuant to this Section 6.2(a) shall bemade by no later than 31 December 2005.

11

(b) No Election. If a Participant described in Section 6.2(a) does not make a timely election, his 409A Account shall bepaid in accordance with Section 6.1(c).

(c) Grandfathered Account. During calendar year 2005, a Participant’s Grandfathered Account shall be distributed inaccordance with Section 6.3.

(d) Section 409A Transition Rules. Notwithstanding anything in the Plan, effective, unless otherwise provided, as of 1January 2005 with respect to the 409A Account of a Participant and 1 January 2006 with respect to the Account:

(i) Timing of Elections and Plan Amendments. Except as otherwise provided in Section 6.2(d)(ii), to theextent that any Participant makes, on or prior to 31 December 2005, a payment election or the Companyamends, on or prior to 31 December 2007, Plan provisions regarding the time and form of payment of aParticipant’s 409A Account, with respect to all or a portion of the amounts previously deferred that aresubject to Section 409A, such election and amendment shall be deemed to be made pursuant to Q&A19(c) in Notice 2005-1.

(ii) Termination of Participation; Cancellation of Deferral. To the extent that a Participant receives in the 2005calendar year a distribution of all, or any portion, of his 409A Account or prospectively cancels or reducesin the 2005 calendar year all or any portion of his Salary Deferral Allocation election under the SIP, as thecase may be, such distribution or cancellation shall be deemed a whole or partial (as the case may be)(i) termination of such Participant’s 409A Account or (ii) cancellation of such Participant’s deferralelection under the Plan, each pursuant to Q&A 20(a) of Notice 2005-1.

6.3 Distributions Prior to 1 January 2005.

(a) Time and Manner. Distribution of a Participant’s account shall commence as soon as practicable after the valuationdate at the end of the month following 30 days after the Participant’s termination of employment or 60 daysfollowing a Participant’s death in accordance with the election in 6.3(b) below and form of distribution shown in6.3(c). Termination of employment for the purposes of this Plan shall include retirement and Long-Term Disabilitystatus on or after 1 November 1998. Distribution must begin no later than 1 January of the year following the yearthe Participant reaches age 75.

(b) Election. A Participant shall make an irrevocable election regarding the time and manner of distribution no laterthan 30 days following termination of employment. Termination of employment for the purposes of this Plan shallinclude retirement and Long-Term Disability status on or after 1 November 1998. If the Participant’s employmentis terminated by death, any eligible beneficiary shall make such irrevocable election within 60 days following theParticipant’s death.

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(c) Form of Distribution.

(i) A single lump sum payment

(ii) A specified dollar amount each year until account balance reaches zero.

(iii) A decrementing yearly withdrawal over a specific period of time which results in a zero account balance.

In the event of the death of the Participant or a Qualified Domestic Relations Order, such beneficiaries or the Alternate Payeemust take distribution as a single lump sum payment within 180 days following the event

6.4 Death. Upon the death of a Participant, his 409A Account, if the death occurs in calendar year 2005, and,notwithstanding anything to the contrary in Section 6.1, 6.2 or 6.5 regarding the time or form of payment, his Account (or theremainder of his Account, if benefits have already commenced), if the death occurs on or after 1 January 2006, shall be paidto his beneficiaries in a lump sum on the first day of the month following the date of the Participant’s death.

6.5 Disability. A Participant who incurs a Separation from Service due to a Disability on or after January 1, 2006 shallreceive a distribution of his Account in accordance with Section 6.1(b) or (c), as applicable. A Participant’s Separation fromService due to Disability shall be deemed to occur on the date that is 29 months after the first day of Participant’s absencefrom work due to Disability.

6.6 Six-Month Delay. Distributions on or after 1 January 2005 of a Participant’s 409A Account and on or after 1January 2006 of a Participant’s Account shall be made in accordance with the provisions of Section 409A. To the extentsuch distributions are made in connection with a Participant’s Separation from Service for any reason other than death andthe Participant is a “specified employee” for purposes of Section 409A, as determined under the Company’s establishedmethodology for determining specified employees, on the date on his Separation from Service, such distributions shall notcommence to be paid on any date prior to the first business day after the date that is six months following the Participant’sSeparation from Service.

6.7 Distribution of Net Gains Realized from Rate of Return Elections . Any net gain credited to a Participant’s Accountpursuant to an election made pursuant to Section 4.3 hereof shall be distributed at the same time and in the same manner asthe remainder of his Account is distributed in accordance with Sections 6.1 through 6.6.

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ARTICLE VII. ADMINISTRATION, AMENDMENT AND TERMINATION

7.1 Employment Rights. Nothing under this Plan shall be construed to give any employee the right to continue employmentwith the Company or to any benefits not specifically provided herein.

7.2 Applicable Law. This Plan, to the extent it is not exempt therefrom, shall be governed and construed in accordance withthe applicable provisions of ERISA. To the extent not governed by ERISA, this Plan shall be governed and construed inaccordance with the laws of the State of Illinois, exclusive of conflict laws.

7.3 Non-Alienation. Except as provided in Section 10.5 of the SIP and Section 4.4 of this Plan, no right or benefit under thisPlan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge. No right or benefit underthis Plan shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to suchbenefits except for such claims as may be made by the Company.

7.4 Withholding of Taxes. The Company, or its designee, may withhold from any payment of benefits under this Plan anyincome, employment or other taxes required to be withheld, including any taxes for which the Company or its designee maybe liable with respect to the payment of such benefits.

7.5 Unsecured Interest, Funding and Rights Against Assets. No participant, surviving spouse, beneficiaries, or qualifiedalternate payee shall have any interest whatsoever in any specific asset of the Company. To the extent that any personacquires a right to receive payments under this Plan, such rights shall be no greater than the right of any unsecured generalcreditor of the Company. Account balances shall not be financed through a trust fund or insurance contracts or otherwiseunless owned by the Company. Payment of account balances shall be paid in cash from the general funds of the Company.All expenses of administering this Plan shall be borne by the Company.

7.6 Effect on Other Benefit Plans. Amounts payable under this Plan, including Employer matching allocations and growthadditions, shall not be considered compensation for purpose of any qualified or non-qualified retirement plan maintained bythe Company. The treatment of such amounts under any other plan of the Company shall be determined under the provisionsof such plan.

7.7 Administration.

(a) This Plan shall be administered by the Administrator. The Administrator shall have the power to construe andinterpret this Plan, decide all questions of eligibility and determine the amount, manner, and time of payment of anybenefits hereunder. All determinations of the Administrator shall be final, binding, and conclusive on all persons.

(b) The Administrator shall not accelerate or delay payment under the Plan except to the extent that such acceleration(including as a result of a “change in control”

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within the meaning of the default provisions of Section 409A and the final regulations promulgated thereunder) ordelay shall not cause any person to incur additional taxes, interest or penalties under Section 409A (“Section 409ACompliance”).

7.8 Amendment, Modification or Termination. The Board of Directors of the Company, or, the Management CompensationCommittee of the Company, may at any time amend or modify this Plan in their sole discretion, provided that this Plan shallnot be amended or modified so as to reduce or diminish the accounts of participant’s or benefits then currently being paid toany participant, surviving spouse, beneficiary, or former participant without such person’s consent. The power to terminatethis Plan shall be reserved to the Board of Directors of Deere & Company. The procedure for amendment or modification ofthe Plan by either the Board of Directors, or, to the extent so authorized, the Management Compensation Committee of theCompany, as the case may be, shall consist of the lawful adoption of a written amendment or modification to the Plan bymajority vote at a validly held meeting or by unanimous written consent, followed by the filing of such duly adoptedamendment or modification by the Secretary with the official records of the Company.

7.9 409A Amendments and Modifications. Notwithstanding anything in Section 7.8 to the contrary, the Vice President ofHuman Resources of the Company and any successor thereof shall have the unilateral right to amend or modify the Plan tothe extent the Vice President of Human Resources and any successor thereof deems such action to be necessary or advisableto avoid the imposition on any person of adverse or unintended tax consequences under Section 409A. Any determinationsof the Vice President, Human Resources or the successor thereof pursuant to this Section 7.9 shall be final, conclusive andbinding on all persons.

7.10 Distribution Upon Plan Termination; Withdrawal from the Plan.

(a) If the Plan is terminated pursuant to Section 7.8, payment of Participant Accounts shall be made in accordance withArticle VI, except to the extent that the Board of Directors of the Company or the Management CompensationCommittee of the Company determines, in its sole discretion and in full and complete settlement of the Company’sobligations under this Plan, to distribute the full amount of a Participant’s Account to the Participant; provided thatsuch distribution may be effected in a manner that will result in Section 409A Compliance.

(b) If a participating subsidiary or affiliate withdraws from the Plan pursuant to Section 7.11, payment of ParticipantAccounts shall be made in accordance with Section 6.1 or 6.2, as applicable.

7.11 Withdrawal from Plan. If an adopting subsidiary or affiliate which is participating in this Plan subsequently determinesthat it no longer wants to participate in this Plan or have its employees participate in this Plan, that subsidiary or affiliate mustrequest permission from Deere & Company to withdraw from participating in this Plan. If the

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Company grants such permission, such subsidiary or affiliate will immediately thereafter cease to participate in this Plan andits employees will cease to be participants in this Plan unless and until such subsidiary or affiliate thereafter requestspermission to again participate in this Plan.

7.12 Definition of Subsidiary or Affiliate. In order for a subsidiary or affiliate of the Company to participate in this Plan,Deere & Company must own, directly or indirectly, at least 80 percent of the outstanding stock of such subsidiary or affiliate.

If during its affiliation with the Plan, a subsidiary or an affiliate’s ownership by the Company falls below the 80 percentrequired level, such subsidiary or affiliate is automatically dropped from participation in this Plan and its employees aresimilarly dropped from being participants in this Plan.

If a subsidiary or affiliate of Deere & Company which is covered by this Plan ceases to be a subsidiary or affiliate, theparticipation in this Plan by the employees of such subsidiary or affiliate shall terminate, and no employees of such formeraffiliate or subsidiary shall accrue or be entitled to a benefit under this Plan on and after the date such company ceases to be asubsidiary or affiliate of Deere & Company (other than former employees who were receiving benefit payments as of suchdate).

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ARTICLE VIII. DEFINITIONS

8.1 Section References. All references to sections are, unless otherwise indicated, references to sections of the Plan.

8.2 Terms Defined. Whenever used in the Plan, the following terms shall have the meanings set forth below:

“409A Account” means the portion of a Participant’s account under the Plan the right to which is not both earned and vestedon December 31, 2004.

“Account” means, effective as January 1, 2006, a Participant’s Grandfathered Account and 409A Account.

“Administrator” means the Company.

“Deferral Allocation” means, with respect to a Participant, the deferral allocation election under the Plan applicable toPerformance-Based Compensation and all other Eligible Compensation.

“Disability” means an absence from work due to a disability as determined under the long-term disability plan or practice ofthe Company for 12 months or longer, or, if earlier, the date on which a Participant’s reemployment with the Companyceases to be guaranteed.

“Grandfathered Account” means the portion of a Participant’s account under the Plan the right to which is both earned andvested on December 31, 2004. The Grandfathered Account shall be subject to the Prior Plan.

“Notice 2005-1” means Notice-2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service., asclarified and expanded by Final Regulations under Section 409A and Notice 2006-79.

“Performance-Based Compensation” means performance-based compensation within the meaning of Section 409A.

“Prior Plan” means the terms of the Plan in effect immediately prior to 1 January 2005, as set forth in the Company’s writtendocuments, rules, practices and procedures applicable to this Plan (but without regard to any amendments thereto after 3October 2004 that would result in any material modification, within the meaning of Section 409A and Notice 2005-1, of theGrandfathered Benefit).

“Retirement Eligible” means eligible for a normal retirement benefit or an early retirement benefit within the meaning of theterms of the John Deere Pension Plan for Salaried Employees—Contemporary Option in effect as of 1 January 2007.

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the rulings and regulationsthereunder.

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“Separation from Service” means, with respect to a Participant, a separation from service within the meaning of the defaultrules of Section 409A; provided, however, that, notwithstanding anything in Section 7.12 to the contrary, for purposes ofdetermining which entities are treated as a single “service recipient” with the Company, the phrase “at least 20 percent” shallbe substituted for the phrase “at least 80 percent” each place it appears in Sections 1563(a)(1), (2) and (3) of the Code andSection 1.414(c)-2 of the Treasury Regulations, as permitted under Section 1.409A-1(h)(3) of the Treasury Regulations; andprovided further that, solely for purposes of the Grandfathered Account, “Separation from Service” shall be determined inaccordance with the terms of the Prior Plan.

“Vacation” means one or more days, as the case may be, of such vacation to which the Participant is entitled pursuant to thepolicies and practices of the Company then in effect and (i) as of the date of the Participant’s Separation from Service,deferred from a prior anniversary year and unused as of such Separation from Service, (ii) earned in the current anniversaryyear and unused as of such Separation from Service and (iii) if a Participant’s Vacation described in clause (i) or (ii) of thisdefinition is used in the anniversary year following the anniversary year in which such Separation from Service occurs,earned in such following anniversary year, whether or not used by the Participant.

Exhibit 10.2

DEERE & COMPANY

Nonemployee DirectorStock Ownership Plan

Effective February 27, 2002Amended August 28, 2002Amended May 25, 2005Amended November 29, 2006Amended November 28, 2007

DEERE & COMPANY NONEMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN___________________________________________________________________________________________________

Article 1. Establishment, Purpose, and Duration

1.1 Establishment of the Plan

Deere & Company, a Delaware corporation, hereby establishes an incentive compensation plan to be known as the“Deere & Company Nonemployee Director Stock Ownership Plan” (the “Plan”), as set forth in this document. The Planprovides for the grant of Restricted Stock to Nonemployee Directors, subject to the terms and provisions set forth herein.

Upon approval by the Board of Directors of the Company, subject to ratification within six (6) months by anaffirmative vote of a majority of Shares, the Plan shall become effective as of February 27, 2002 (the “Effective Date”), andshall remain in effect as provided in Section 1.3 herein. Each amendment to the Plan shall become effective as of the date setforth in such amendment.

1.2 Purpose of the Plan

The purpose of the Plan is to further the growth, development, and financial success of the Company bystrengthening the Company’s ability to attract and retain the services of experienced and knowledgeable NonemployeeDirectors by enabling them to participate in the Company’s growth and by linking the personal interests of NonemployeeDirectors to those of Company shareholders.

1.3 Duration of the Plan

The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board ofDirectors to terminate the Plan at any time pursuant to Article 8 herein, until all Shares subject to it have been acquiredaccording to the Plan’s provisions. However, in no event may an Award be granted under the Plan on or after March 8, 2012.

Article 2. Definitions

2.1 Definitions

Whenever used in the Plan, the following terms shall have the meaning set forth below:

(a) “Annual Meeting” means an annual meeting of the stockholders of Deere.

(b) “Award” means a grant of Restricted Stock or Restricted Stock Units under the Plan.

(c) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules andRegulations under the Exchange Act.

(d) “Board” or “Board of Directors” means the Board of Directors of Deere, and includes a committee of theBoard of Directors designated by the Board to administer part or all of the Plan.

(e) A “Change in Control” shall be deemed to have occurred as of the first day that any one or more of thefollowing conditions shall have been satisfied:

(1) Any person as the term is defined in Section 3(a)(9) of the Exchange Act and used in Sections13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) (but not including theCompany, any subsidiary of the Company, a trustee or other fiduciary holding securities under anemployee benefit plan of the Company or of any subsidiary of the Company, or any person or entityorganized or established by the Company in connection with or pursuant to any such benefit plan),becomes the Beneficial Owner, directly or indirectly, of securities of the Company

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representing thirty percent (30%) or more of the combined voting power of the Company’s thenoutstanding securities, provided, that there shall not be included among the securities as to which anyperson is a Beneficial Owner securities as to which the power to vote arises by virtue of proxiessolicited by the management of the Company;

(2) During any period of two (2) consecutive years (not including any period prior to the Effective Date),individuals who at the beginning of such period constitute the Board (and any new Director, whoseelection by the Company’s shareholders was approved by a vote of at least two-thirds ( 2/3) of theDirectors then still in office who either were Directors at the beginning of the period or whose electionor nomination for election was so approved), cease for any reason to constitute a majority thereof;

(3) The shareholders of the Company approve: (A) a plan of complete liquidation of the Company; or(B) an agreement for the sale or disposition of all or substantially all the Company’s assets; or (C) amerger, consolidation, or reorganization of the Company with or involving any other corporation, otherthan a merger, consolidation, or reorganization that would result in the voting securities of theCompany outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the surviving entity), at least eighty percent(80%) of the combined voting power of the voting securities of the Company (or such surviving entity)outstanding immediately after such merger, consolidation, or reorganization.

(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(g) “Company” means Deere and any and all of its subsidiaries

(h) “Deere” means Deere & Company, a Delaware corporation, or any successor thereto as provided inSection 10.7 herein.

(i) “Director” means any individual who is a member of the Board of Directors.

(j) “Disability” means a permanent and total disability, within the meaning of Code Section 22(e)(3).

(k) “Employee” means any full-time, nonunion, salaried employee of the Company.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or anysuccessor Act thereto.

(m) “Fair Market Value” as it relates to common stock of Deere on any given date means (i) the mean of thehigh and low sales prices of the common stock of Deere as reported by the Composite Tape of the NewYork Stock Exchange (or, if not so reported, on any domestic stock exchanges on which the common stockis then listed); or (ii) if Deere common stock is not listed on any domestic stock exchange, the mean of thehigh and low sales prices of Deere common stock as reported by the NASDAQ Stock Market on such dateor the last previous date reported (or, if not so reported, by the system then regarded as the most reliablesource of such quotations) or, if there are no reported sales on such date, the mean of the closing bid andasked prices as so reported; or (iii) if the common stock is listed on a domestic exchange or quoted in thedomestic over-the-counter market, but there are not reported sales or quotations, as the case may be, on thegiven date, the value determined pursuant to (i) or (ii) above using the reported sale prices or quotations onthe last previous date on which so reported; or (iv) if none of the foregoing clauses applies, the fair value asdetermined in good faith by the Board or the Committee.

(n) “Nonemployee Director” means any individual who is a member of the Board, but who is not otherwise anEmployee of the Company.

(o) “Restricted Stock” or “Restricted Share” means Shares granted to a Nonemployee Director pursuant toArticle 6.

(p) “Restricted Stock Units” or “RSUs” means a right granted to a Nonemployee Director pursuant to Article 7to receive Shares, subject to the terms and conditions of the Plan. Each Restricted Stock Unit correspondsto one Share.

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(q) “Section 409A” means Section 409A of the Code, including the rules, regulations and guidance thereunder(or any successor provisions thereto).

(r) “Separation Date” means the date of a Nonemployee Director’s termination of service as a member of theBoard or such later date as constitutes the Eligible Director’s separation from service with the Company forpurposes of Section 409A.

(s) “Shares” means the shares of common stock of Deere, $1.00 par value.

(t) “Transition Date” means the date that is one week following the Annual Meeting held in 2008.

Article 3. Administration

3.1 The Board of Directors

The Plan shall be administered by the Board, subject to the restrictions set forth in the Plan.

3.2 Administration by the Board

The Board shall have the full power, discretion, and authority to interpret and administer the Plan in a manner whichis consistent with the Plan’s provisions. However, in no event shall the Board have the power to determine Plan eligibility, orto determine the amount, the price, or the timing of Awards to be made under the Plan (all such determinations are automaticpursuant to the provisions of the Plan). Any action taken by the Board with respect to the administration of the Plan whichwould result in any Nonemployee Director ceasing to be a “nonemployee director” within the meaning of Rule 16b-3 underthe Exchange Act shall be null and void.

3.3 Decisions Binding

All determinations and decisions made by the Board pursuant to the provisions of the Plan and all related orders orresolutions of the Board of Directors shall be final, conclusive, and binding on all persons, including the Company, itsshareholders, Employees, Nonemployee Directors, and their estates and beneficiaries.

Article 4. Shares Subject to the Plan

4.1 Number of Shares

Subject to adjustment as provided in Section 4.3 herein, the total number of Shares available for grant under the Plan(whether in the form of Restricted Stock or as Shares underlying Restricted Stock Units) may not exceed 500,000.

4.2 Lapsed Awards

If any Shares or Restricted Stock Units granted under this Plan terminate, expire, or lapse for any reason, suchShares and the Shares underlying such Restricted Stock Units again shall be available for grant under the Plan. However, inthe event that prior to an Award’s termination, expiration, or lapse, the holder of the Award at any time received one or more“benefits of ownership” pursuant to such Award (as defined by the Securities and Exchange Commission, pursuant to anyrule or interpretation promulgated under Section 16 of the Exchange Act), the Shares subject to such Award shall not bemade available for regrant under the Plan.

4.3. Adjustments in Authorized Shares

In the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up,Share combination, or other change in the corporate structure of the Company affecting the Shares, the Board shall makesuch adjustments in the number and type of shares authorized by the Plan and to outstanding Awards to prevent dilution orenlargement of rights. The Board’s determination as to what adjustments shall be made, and the extent thereof, shall be final.

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Article 5. Participation

5.1 Participation

Persons participating in the Plan shall include, and be limited to, all Nonemployee Directors.

Article 6. Restricted Stock

6.1 Annual Awards

An annual Award of Restricted Shares to each Nonemployee Director will be made automatically as of the date oneweek following the date of the Annual Meeting in an amount recommended by the Corporate Governance committee andapproved by the Board. The number of Restricted Shares will be based on the Fair Market Value on the grant date of Deerecommon stock, provided, however, that unless the Board determines otherwise as provided in Section 7.1, no further Awardsof Restricted Shares shall be made on or after the Transition Date. Although the period of service shall run from the date ofthe Annual Meeting, the grant date shall be one week following the Annual Meeting to permit the dissemination to themarket of information coming out of such meeting.

6.2 Partial Awards

Upon the effective date of any amendment in the amount of any Award, each Nonemployee Director shall receive apartial Award calculated as if the Nonemployee Director were serving a partial term as provided in Section 6.3, below,provided that the Fair Market Value shall be determined as of the grant date one week following the effective date of theAward. Restricted shares previously granted to the Nonemployee Director for the same period shall be deducted from suchAward.

6.3 Partial Terms

A Nonemployee Director who is elected by the Board to fill a vacancy between Annual Meetings shall automaticallybe granted a pro rata portion of the number of Restricted Shares awarded to Nonemployee Directors as of the date of the mostrecent Annual Meeting. Such prorated number of shares shall be determined by multiplying the number of Restricted Sharesawarded as of the date of the most recent Annual Meeting by a fraction, the numerator of which is the number of daysremaining until the first anniversary of such most recent Annual Meeting, and the denominator of which is 365.

6.4 Custody and Transferability

The Shares awarded to a Nonemployee Director may not be sold, pledged, assigned, transferred, gifted, or otherwisealienated or hypothecated until such time as the restrictions with respect to such Shares have lapsed as provided herein. Atthe time Restricted Shares are awarded to a Nonemployee Director, shares representing the appropriate number of RestrictedShares shall be registered in the name of the Nonemployee Director but shall be held by the Company in custody for theaccount of such person. As Restrictions lapse on Shares upon death, Disability or retirement as contemplated by Section 6.8,certificates therefore will be delivered to the Participant.

6.5 Other Restrictions

The Company may impose such other restrictions on any Shares granted pursuant to the Plan as it may deemadvisable including, without limitation, restrictions intended to achieve compliance with the Securities Act of 1933, asamended, with the requirements of any stock exchange upon which such Shares or Shares of the same class are then listed,and with any blue sky or securities laws applicable to such Shares. Shares delivered upon death, Disability or retirement ascontemplated by Section 6.8 may bear such legends, if any, as the Board shall specify.

6.6 Voting Rights

Participants granted Restricted Stock hereunder shall have full voting rights on such Shares.

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6.7 Dividend Rights

Participants granted Restricted Stock hereunder shall have full dividend rights, with such dividends being paid toParticipants. If all or part of a dividend is paid in Shares, the Shares shall be held by the Company subject to the samerestrictions as the Restricted Stock that is the basis for the dividend.

6.8 Termination of Service from Board

The restrictions provided for in Sections 6.4 and 6.5 shall remain in effect until, and shall lapse only upon, thetermination of a Nonemployee Director’s service as a Director by reason of death, Disability, or retirement from the board,and the Shares shall thereafter be delivered to the Nonemployee Director or the decedent’s beneficiary as designated pursuantto Section 10.3.

In the event the Nonemployee Director’s service as a Director is terminated for any other reason, including, withoutlimitation, any involuntary termination on account of (a) fraud or intentional misrepresentation, or (b) embezzlement,misappropriation, or conversion of assets or opportunities of the Company, all Restricted Shares awarded to suchNonemployee Director prior to the date of termination shall be immediately forfeited and returned to the Company.

6.9 Tax Withholding

The Company shall have the right under this Plan to collect cash from Nonemployee Directors in an amountnecessary to satisfy any Federal, state or local withholding tax requirements. Any Nonemployee Director may elect to satisfywithholding, in whole or in part, by having the Company withhold shares of common stock having a value equal to theamount required to be withheld.

Article 7. Restricted Stock Units (RSUs)

7.1 Annual Awards

Effective as of the Transition Date, an annual Award of Restricted Stock Units will be made to each NonemployeeDirector automatically as of the date one week following the date of the Annual Meeting in an amount recommended by theCorporate Governance Committee and approved by the Board. The number of Restricted Stock Units will be based on theFair Market Value on the grant date of Deere common stock. Although the period of service shall run from the date of theAnnual Meeting, the grant date shall be one week following the Annual Meeting to permit the dissemination to the market ofinformation coming out of such meeting. Notwithstanding the preceding two sentences, the Board shall have the discretionto determine, prior to any annual Award date, that Awards to be made as of that annual Award date to some or allNonemployee Directors shall consist of Restricted Shares rather than Restricted Stock Units, and in such case the RestrictedShares so awarded shall have the terms and conditions set forth in Article 6.

7.2 Partial Awards

Upon the effective date of any amendment in the amount of any Award, each Nonemployee Director shall receive apartial Award calculated as if the Nonemployee Director were serving a partial term as provided in Section 7.3, below,provided that the Fair Market Value shall be determined as of the grant date one week following the effective date of theAward. RSUs previously granted to the Nonemployee Director for the same period shall be deducted from such Award.

7.3 Partial Terms

A Nonemployee Director who is elected by the Board to fill a vacancy between Annual Meetings shall automaticallybe granted a pro rata portion of the number of RSUs awarded to Nonemployee Directors as of the date of the most recentAnnual Meeting. Such prorated number of RSUs shall be determined by multiplying the number of RSUs awarded as of thedate of the most recent Annual Meeting by a fraction, the numerator of which is the number of days remaining until the firstanniversary of such most recent Annual Meeting, and the denominator of which is 365.

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7.4 Settlement of RSUs; Election of Settlement Date

(a) RSUs will be settled exclusively by delivery of Shares to Nonemployee Directors (or to a NonemployeeDirector’s beneficiary or beneficiaries designated in accordance with Section 10.3). A NonemployeeDirector may elect the settlement date for an annual Award of RSUs by making an irrevocable deferralelection in writing on a form provided by the Company and delivered to the Company not later than theclose of business on the last business day of the calendar year immediately preceding the calendar year ofthe Annual Meeting in respect of which the Award will be made (so that, for example, a deferral electionrelating to the annual Award of RSUs to be made following the 2009 Annual Meeting must be made by theclose of business on the last business day of 2008); provided, however, that in the case of any person who isnewly elected or appointed to the Board as a Nonemployee Director, and who does not have any rights orinterests under any other deferred compensation plan, program or arrangement of the Company that arerequired to be aggregated with RSUs under the Plan for purposes of Section 409A, such election may bemade no later than 30 days after the date of such election or appointment. A Nonemployee Director maydesignate on such deferral election form one of the following dates as the settlement date for such Award ofRSUs:

(A) such Nonemployee Director’s Separation Date; or

(B) the later to occur of (A) or the first day of a calendar month specified by such NonemployeeDirector but no later than 5 years following the Nonemployee Director’s Separation Date.

If a Nonemployee Director fails to designate one of the foregoing alternatives as the settlement date for an Award of RSUs,such Nonemployee Director shall be deemed to have designated alternative (A). Notwithstanding any election made by aNonemployee Director on any election Form or any other provision of the Plan, in the event of such Nonemployee Director’sdeath, all RSUs held by such Nonemployee Director will be paid in Shares to such Nonemployee Director’s beneficiary (or ifno beneficiary has been designated, to such Nonemployee Director’s estate) as soon as administratively practicable, and inany event within 90 days, following the date of such Nonemployee Director’s death.

(b) Notwithstanding anything else herein to the contrary, to the extent that a Nonemployee Director is a“specified employee” (as defined by Section 409A) of the Company as of his or her Separation Date, nosettlement of RSUs pursuant to alternative (A) of Section 7.4(a) (whether such alternative (A) was electedby the Nonemployee Director or applies by default, and including where alternative (A) applies because itis the later of the two dates specified in alternative (B)) may be made before the first business day that ismore than six (6) months after such Nonemployee Director’s Separation Date, or, if earlier, the date of theParticipant’s death, and any settlement of RSUs that would be made but for application of this provisionshall instead be made on the first business day after the end of such six-month period (or, if earlier, the dateof the Participant’s death)

(c) In the event the Nonemployee Director’s service as a Director is terminated for any reason other than deathor retirement, including, without limitation, any involuntary termination on account of (i) fraud orintentional misrepresentation, or (ii) embezzlement, misappropriation, or conversion of assets oropportunities of the Company, all RSUs awarded to such Nonemployee Director prior to the date oftermination and not previously settled by delivery of Shares shall be immediately forfeited and returned tothe Company.

7.5 Stockholder Rights

Restricted Stock Units shall not confer on a Nonemployee Director any rights as a stockholder of the Company(including without limitation voting rights) until Shares have been issued to such Nonemployee Director in settlement of suchRestricted Stock Units.

7.6 Dividend Equivalents

Until a Nonemployee Director’s Restricted Stock Units convert to Shares, if Deere pays a regular or ordinarydividend on its common stock, the Nonemployee Director will be paid a dividend equivalent for his or her RSUs. Deere willpay the dividend equivalent on the same day as Deere pays the corresponding dividend on its common stock. If

7

Deere pays a dividend in Shares, Nonemployee Directors holding RSUs will receive additional RSUs equal to the number ofShares paid with respect to the corresponding number of Shares, and such additional RSUs shall be subject to the same termsand conditions, and shall be settled at the same time, as the RSUs to which they relate.

7.7 Tax Withholding

The Company shall have the right under this Plan to collect cash from Nonemployee Directors in an amountnecessary to satisfy any Federal, state or local withholding tax requirements arising from settlement of RSUs or payment ofdividend equivalents prior to settlement. A Nonemployee Director may elect to satisfy withholding tax obligations, in wholeor in part, by having the Company withhold shares of common stock having a value equal to the amount required to bewithheld.

7.8 Nontransferability

The RSUs awarded to a Nonemployee Director may not be sold, pledged, assigned, transferred, gifted or otherwisealienated or hypothecated. Shares delivered in settlement of RSUs shall not be subject to any such restrictions, except for anyrestrictions that may be imposed under applicable securities laws or policies of the Company.

Article 8. Change in Control

8.1 Change in Control

(a) Notwithstanding the provisions of Article 6 herein, in the event of a Change in Control, any and allrestrictions on Restricted Shares shall lapse as of the date of the Change in Control, and the Company shalldeliver new certificates for such Restricted Shares which do not contain the legend of restrictions requiredby Section 6.5.

(b) Notwithstanding the provisions of Article 7 herein, in the event of a “change in control event” (as definedfor purposes of Section 409A and determined using the default provisions thereof) relating to Deere, all ofa Nonemployee Director’s outstanding RSUs will be settled by delivery of Shares as soon as practicable,and in any event within 90 days, following the occurrence of such change in control event.

Article 9. Amendment, Modification, and Termination

9.1 Amendment, Modification and Termination

Subject to the terms set forth in this Section 9.1 and Section 9.2, the Board may terminate, amend, or modify thePlan at any time and from time to time; provided, however, that the provisions set forth in the Plan regarding the amount, theprice or the timing of Awards to Nonemployee Directors may not be amended more than once every six (6) months, otherthan to comport with changes in laws and regulations.

Without such approval of the shareholders of the Company as may be required by the Code, by the rules ofSection 16 of the Exchange Act, by any national securities exchange or system on which the Shares are then listed orreported, or by a regulatory body having jurisdiction with respect hereto, no such termination, amendment or modificationmay:

(a) Materially increase the total number of Shares which may be available for grants of Awards under the Plan,except as provided in Section 4.3 herein; or

(b) Materially modify the requirements with respect to eligibility to participate in the Plan; or

(c) Materially increase the total benefits accruing to Nonemployee Directors under the Plan.

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9.2 Awards Previously Granted

Unless required by law, no termination, amendment or modification of the Plan shall materially affect, in an adversemanner, any Award previously granted under the Plan, without the consent of the Nonemployee Director holding the Award.

Article 10. Miscellaneous

10.1 Gender and Number

Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; theplural shall include the singular, and the singular shall include the plural.

10.2 Severability

In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shallnot affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provisionhad not been included.

10.3 Beneficiary Designation

Each Nonemployee Director under the Plan may from time to time name any beneficiary or beneficiaries (who maybe named contingently or successively) to whom any benefit under the Plan is to be paid in the event of his or her death. Eachdesignation will revoke all prior designations by the same Nonemployee Director, and will be effective only when filed bythe Nonemployee Director in writing with the Company during his or her lifetime. In the absence of any such designation,benefits remaining unpaid at the Nonemployee Director’s death shall be paid to the Nonemployee Director’s estate.

10.4 No Right of Nomination

Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any NonemployeeDirector for reelection by the Company’s shareholders.

10.5 Shares Available

The Shares made available pursuant to Awards under the Plan may be either authorized but unissued Shares, orShares which have been or may be reacquired by the Company, as determined from time to time by the Board.

10.6 Additional Compensation

Shares and RSUs granted under the Plan shall be in addition to any annual retainer, attendance fees, or othercompensation payable to each Nonemployee Director as a result of his or her service on the Board.

10.7 Successors

All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on anysuccessor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger,consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

10.8 Requirements of Law

The granting of Awards under the Plan shall be subject to all applicable laws, rules, and regulations, and to suchapprovals by any governmental agencies or national securities exchanges as may be required.

10.9 Governing Law

To the extent not preempted by Federal law, the Plan, and all agreements hereunder, shall be construed inaccordance with and governed by the laws of the State of Delaware.

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10.10 Securities Law Compliance

Transactions under the Plan are intended to be exempt from Section 16(b) of the Exchange Act by virtue Rule 16b-3(including any successor provision). To the extent any provision of the Plan or action by the Board fails to comply with therequirements of Rule 16b-3, it shall be deemed null and void to the extent permitted by law and deemed advisable by theBoard.

10.11 Plan Unfunded

Restricted Stock Units awarded under the Plan shall constitute an unsecured promise of Deere to deliver Shares onthe applicable settlement date, subject to the terms and conditions of the Plan. The Plan is unfunded, and the Company shallnot be required to reserve or otherwise set aside funds or Shares for the payment of its obligations hereunder. As a holder ofRSUs, a Nonemployee Director has only the rights of a general unsecured creditor of the Company. The Plan does notconfer on any Nonemployee Director or beneficiary of a Nonemployee Director any interest whatsoever in any specific assetof the Company.

Exhibit 10.3

JOHN DEERE SUPPLEMENTAL PENSION BENEFIT PLAN

AMENDED: 1 November 1987

AMENDED: 24 February 1988



AMENDED: 29 May 1991

AMENDED: 26 August 1992

AMENDED: 09 December 1992

AMENDED: May 1993 – Effective: 01 July 1993

AMENDED: 08 December 1993 – Effective: 01 July 1993

AMENDED: 07 December 1994

AMENDED: May 1995 – Effective: 01 January 1995

AMENDED: 13 December 1995 – Effective: 01 January 1995


AMENDED: 07 January 1998 – Effective: 01 January 1998

AMENDED: 26 May 1999 - Effective: 26 May 1999

AMENDED: 19 July 1999 - Effective: 01 July 1999

AMENDED: 06 August 1999 – Effective: 01 August 1999

AMENDED: 02 November 1999 – Effective: 01 November 1999

AMENDED: 31 July 2000 –Effective: 01 Jan 2000 (Item (1&2) 01 Apr 2000 (Item (3)(See Resolution for Item explanation)

AMENDED: 29 January 2002 - Effective: 01 January 2002




TABLE OF CONTENTS

Table of Contents

Section Page

Table of Contents

Page

Section 1. Purpose and Establishment 1.1 Establishment and Amendment of the Plan 1 1.2 Purpose 1 1.3 Cost of Benefits 1 1.4 Application of Plan 1 1.5 Administration, Amendment and Termination 1 1.6 Nonencumbrance of Benefits 2 1.7 Employment Rights 2 1.8 Severability 2 1.9 Applicable Law 3

Section 2. Definitions 3 2.1 Definitions 3 2.2 Gender and Number 6

Section 3. Supplemental Pension Benefit 3.1 Eligibility 7 3.2 Amount 7 3.3 Limitations 8 3.4 Reduction for Early Retirement under Contemporary Pension Option 8 3.5 Commencement and Duration 8 3.6 Death Prior to Receipt of Lump Sum 9 3.7 Qualified Domestic Relations Order 10

Section 4. Disability Benefit 4.1 Eligibility 11 4.2 Amount 11 4.3 Commencement and Duration 11

Section 5. Change in Control of Company 5.1 Eligibility 12 5.2 Change in Control of the Company 12 5.3 Cause 13 5.4 Good Reason 13 5.5 Amount 14

5.6 Commencement and Duration 14 5.7 Deere & Company Severance Protection Agreement 14

Section 6. Survivor Benefits 6.1 Death of an Active or Disabled Participant 15 6.2 Death of a Retired Participant 15 6.3 Commencement and Duration 16 6.4 Survivor Benefit Election After Retirement. 16

Section 7. Financing of Benefits 17 7.1 Contractual Obligation 17 7.2 Unsecured General Creditor 17 7.3 Funding 17 7.4 Vesting 17 7.5 Administration 17 7.6 Expenses 17 7.7 Indemnification and Exculpation 17 7.8 Effect on Other Benefit Plans 18 7.9 Tax Liability 18

APPENDIX A Article A-1 APPLICATION; PAYMENT OF PLAN BENEFIT AFTER 2006 1

A-1.1 Application of this Article 1A-1.2 Retirement During Calendar Year 2007 or Later 1A-1.3 Termination During Calendar Year 2005 or Later 1

Article A-2 DEATH and DISABILITY BENEFITS 2A-2.1 Application of Article A-2 2A-2.2 No Additional Rights Because of Death 2A-2.3 Rules Based on Timing of Death 2A-2.4 Separation from Service Due to Disability 3A-2.5 Return to Work Following Disability 4

APPENDIX B Article B-1 MISCELLANEOUS PROVISIONS 1

B-1.1 Application of this Article 1B-1.2 Impact of Vacation 1B-1.3 Impact of Leave of Absence and Special Paid Leave of Absence 1B-1.4 No Acceleration or Delay 2

Article B-2 A MENDMENT AND TERMINATION 2B-2.1 Amendment and Termination 2B-2.2 Plan Benefit in the Event of Termination 2

Article B-3 DEFINITIONS 2B-3.1 Section References 2B-3.2 Terms Defined 2

1


Section 1. Purpose and Establishment

1.1 Establishment and Amendment of the Plan. Deere & Company (the “Company”) established and presentlymaintains the John Deere Supplemental Pension Benefit Plan (the “Plan”), an unfunded supplemental retirementplan for the benefit of its eligible employees, on 1 November 1978. Said plan is hereby further amended andrestated as set forth herein effective as of 1 January 1997. Effective as of 1 January 2007, the Plan is amendedpursuant to Section 409A of the Code as set forth in Appendices A and B, which form part of the Plan.Amendments to the Plan adopted in 2006 and 2007 are intended to align Plan provisions with prior operationalchanges and avoid the imposition on any Participant of taxes and interest pursuant to Section 409A of the Code.

1.2 Purpose. The purpose of this Plan is to promote the mutual interests of Deere & Company and its Officers andExecutives.

1.3 Cost of Benefits. Cost of providing benefits under the Plan will be borne by the Company.

1.4 Application of Plan. The provisions of this Plan as set forth herein are applicable only to the employees of theCompany in current employment on or after 1 November 1987, except as specifically provided herein. Except as soprovided, any person who was covered under the Plan as in effect on 31 October 1987 and who was entitled tobenefits under the provisions of the Plan shall continue to be entitled to the same amount of benefits without changeunder this Plan. Any person covered under the Plan as in effect 1 November 1987 who is age 55 or above on 1November 1987 shall be entitled to the larger of the benefit amount in Section 3.2 below or the benefit providedunder the John Deere Supplemental Pension Benefit Plan effective prior to 1 November 1987.

Notwithstanding any provision of this Plan to the contrary, the provisions of Appendices A and B shall apply to paymentof benefits on or after 31 December 2006 and such appendices shall supersede the other provisions of the Plan to theextent necessary to eliminate inconsistencies between such Appendices and such other provisions of the Plan.

1.5 Administration, Amendment and Termination. The Plan is administered by and shall be interpreted by theCompany. The Board of Directors of the Company or the Pension Plan Oversight Committee of the Board may atany time amend, modify or terminate this Plan in their sole discretion. In addition, the Deere & CompanyCompensation 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 notresult in changes in the control and management of the Plan assets; or

2

b. in the Compensation Committee’s judgment are necessary or advisable to comply with anychanges in the laws or regulations applicable to the Plan; or

c. in the Compensation Committee’s judgment are necessary or advisable to implement provisionsconforming to a collective bargaining agreement which has been approved by the Board ofDirectors; 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 changesare 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 currentlybeing paid to any employee or Surviving Spouse of any former employee without such person’s consent. The power toterminate this Plan shall be reserved to the Board of Directors of Deere & Company. The procedure for amendment ormodification of the Plan by either the Board of Directors, or, to the extent so authorized, the Pension Plan OversightCommittee, as the case may be, shall consist of: the lawful adoption of a written amendment or modification to the Planby majority vote at a validly held meeting or by unanimous written consent, followed by the filing of such duly adoptedamendment or modification by the Secretary with the official records of the Company.

1.6 Nonencumbrance of Benefits. Except as provided in Article VIII, Section 8 of the John Deere Pension Plan forSalaried Employees, no employee, retired employee, or other beneficiary hereunder shall have any right to assign,alienate, pledge, hypothecate, anticipate, or in any way create a lien upon any part of this Plan, nor shall the interestof any beneficiary or any distributions due or accruing to such beneficiary be liable in any way for the debts,defaults, or obligations of such beneficiary, whether such obligations arise out of contract or tort, or out of duty topay alimony or to support dependents, or otherwise.

1.7 Employment Rights. Establishment of this Plan shall not be construed to give any Participant the right to beretained by the Company or to any benefits not specifically provided by the Plan.

1.8 Severability. In the event any provision of the Plan shall be held invalid or illegal for any reason, any invalidity orillegality shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if theinvalid or illegal provision had never been inserted, and the Company shall have the privilege and

3

opportunity to correct and remedy such questions of invalidity or illegality by amendment as provided in the Plan.

1.9 Applicable Law. This Plan is fully exempt from Titles II, III, and IV of ERISA. The Plan shall be governed andconstrued in accordance with Title I of ERISA and other applicable law (including, to the extent not preempted byfederal law, the laws of the State of Illinois).

Section 2. Definitions

2.1 Definitions. Whenever used in this Plan, it is intended that the following terms have the meanings set forth below.Defined terms used in Appendix A or B have the meanings set forth in Appendix B.

(a) “Average Pensionable Pay” of the Traditional Pension Option means the average for each year ofthe following:

(1) all straight-time salary payments, plus the larger of (i) or (ii) through 31 December 2000 and as of 1January 2001 plus the larger of (i) or (iii) below:

(i) the amounts paid under the John Deere Profit Sharing Plan and the John Deere Short-TermIncentive Plan prior to 1991 plus the sum of the bonuses paid under the John Deere PerformanceBonus Plan for Salaried Employees, the John Deere Health Care, Inc. Annual Performance AwardPlan or the John Deere Credit Company Profit Sharing Plan.

(ii) the amount paid prior to 1989 under the John Deere Long-Term Incentive Plan, the John DeereRestricted Stock Plan through 1998, or after 1998 the Pro-rated Yearly Vesting Amount under theJohn Deere Equity Incentive Plan.

(iii) the target amount under the John Deere Performance Bonus Plan for Salaried Employees, the JohnDeere Health, Inc. Annual Performance Award Plan or the John Deere Credit Company ProfitSharing Plan.

(2) The annual average of such amounts shall be based on the five (5) highest years, not necessarilyconsecutive, during the ten (10) years immediately preceding the earliest of the Participant’s retirement,total and permanent disability, or death. The greater of any such short or long-term awards as defined in2.1(a)(1)(i) or (ii) above paid or vested during the twelve months immediately following the Participant’sretirement, shall be substituted for the lowest such annual short or long-term bonus award used to calculateAverage Pensionable Pay, if the result would be a higher pension benefit. All amounts used in calculatingthe Average Pensionable Pay will be determined before the effect of any salary or bonus deferral or

4

reduction resulting from an election by the Employee under any Company sponsored plan or program, butexcluding any matching and/or growth factor, Company contribution, and/or flexible credits provided bythe Company under any such plan or program.

(b) “Average Monthly Pensionable Pay” means the Average Pensionable Pay divided by twelve (12).

(c) “Board” means the Board of Directors of the Company.

(d.1) Career Average Pay of the Contemporary Pension Option means the following for those Officerslisted in Exhibit 1:

(1) The highest five calendar years of the last ten not necessarily consecutive as of 31 December 1996plus the greater of short-term bonus or long-term incentive pay received in each of those years asdefined in section 2.1(a)(1)(i) or (ii) above.

plus

(2) Base pay and short-term bonuses as defined in Section 2.1(a)(1)(i) above paid beginning 1January 1997 and thereafter (excluding any long-term incentives as defined in section2.1(a)(1)(ii) above).

The amounts of all salary, short-term bonus, or other pay received as described in (1) and (2) abovewill be divided by the number of pay periods in which base pay was received to determine the Career AveragePay.

(d.2) “Career Average Pay” of the Contemporary Pension Option means the following for newly eligibleParticipants effective the latter of 1 January 1997 or entering Base Salary Grade 13 or above:

(3) The highest five consecutive of the last ten anniversary years or the last 60 months of straight timepay if higher as of 31 December 1996 for Participants with five or more years of continuousemployment.

plus

(4) Restorable short-term performance bonuses earned and paid during the years 1992-1996 credited atthe rate of 1/120th for each pay period of continuous employment beginning 1 January 1997.Short-term performance bonuses are defined in 2.1(a)(1)(i) of this Plan.

5

plus

(5) All straight time pay plus short-term performance bonuses paid on or after 1 January 1997(excluding any long-term incentives such as stock options).

The amounts of salary and bonus derived from (d.2)(1) plus (2) plus (3) above are divided by the number of payperiods in which base pay was received to determine the career average pay. This amount multiplied times 2 transformscareer average pay to a monthly equivalent.

(e) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgatedthereunder.

(f) “Company” means Deere & Company, a Delaware corporation.

(g) “Contemporary Pension Option” means the benefit provided to Officers Listed in Exhibit 1 whoelect the Contemporary Pension Option on or before 15 November 1996, and all other Executives who becomeParticipants on or after 1 January 1997.

(h) “Disability” shall have the same meaning as under the Qualified Retirement Plan or John DeereLong Term Disability Plan for Salaried Employees.

(i) “Executive” means an employee base salary grade 13 or above who on 1 January 1997 is a non-officer, or an employee who attains base salary grade 13 or above after 1 January 1997.

(j) “Officer” means employees listed in Exhibit I.

(k) “Non-officer” means any employee of the Company who is not an elected officer and does nothold one of the elected positions listed in (i) above.

(l) “Participant” means an Officer as defined in (i) above or Salary Grade 13 and above Executives.

(m) “Plan Year” means the 12-month period beginning each November 1.

(n) “Pro-rated Yearly Vesting Amount under the John Deere Equity Incentive Plan” means for thepurposes of calculating a long term incentive amount under Section 2.1 (a) (1) (ii) of this Plan is one-quarter of eachbi-annual EIP Grant allocated to each year following the Grant date multiplied times the Grant Price. In the event anEIP Grant vests and bonus shares are payable during the 12 months immediately following a Participant’sretirement, the actual value of the Grant will be redetermined and allocated equally in one-quarter increments toeach of the years following the Grant date which were used to

6

calculate Average Pensionable Pay, if the result would be a higher pension benefit.

(o) “Qualified Retirement Plan” means the John Deere Pension Plan for Salaried Employees which isa qualified plan under Section 401(a) of the Internal Revenue Code. Provisions under this Plan shall in no way alterprovisions under the Qualified Retirement Plan.

(p) “Retirement Benefit” shall be a single-life annuity or lump sum amount as provided underSection 3 subject to provisions of Section 5.

(q) “Section 162(m) Participant” means a participant who is the CEO or the four highest paidExecutives, as reported in the proxy, who is employed on the last day of the fiscal year.

(r) “Service” shall have the same meaning in this Plan as “service credit” in the Qualified RetirementPlan. Service credit for benefit purposes in this plan for those Executives not listed in Exhibit I will begin on thelatter of 1 January 1997 or attainment of base salary grade 13 or above whichever is later.

(s) “Surviving Spouse” shall mean the legally married spouse (determined under both the laws of thedeceased participant’s domicile and the laws of the United States) of a deceased participant.

(t) “Traditional Pension Option” means the benefit under this Plan for Officers who (1) are listed inExhibit 1, and (2) are or become Participants, and (3) who elect the Traditional Pension Option on or before 15November 1996.

2.2 Gender and Number. Except when otherwise indicated by the context, any masculine term used herein shall alsoinclude the feminine, and the singular shall also include the plural.

7

Section 3. Supplemental Pension Benefit

3.1 Eligibility. A Participant shall be eligible for benefits under the provisions of this Plan if such Participant is(1) entitled to a Vested Plan Benefit under the Qualified Retirement Plan and (2) has attained (a) age 60 under theTraditional Pension Option; (b) any age under the Contemporary Pension Option; or (c) any age, if eligible to retireon 1 January 1997.

3.2 Amount. Upon termination of employment an eligible Participant pursuant to 3.1 above, shall be entitled to amonthly Retirement Benefit as follows:

(1) Traditional Pension Option equals (a) plus (b) below:

(a) 2% of Average Monthly Pensionable Pay for each year of service as an Officer.

(b) 1 1/2% of Average Monthly Pensionable Pay for each year of service as a non-Officer.

or

(2) Contemporary Pension Option equals (a) plus (b) below:

(a) 2% of Career Average Pay for each year of service as an Officer or Participant.

(b) 1 1/2% of Career Average Pay for each year of service as a non-Officer prior tothe latter of 1 January 1997 or attainment of base salary grade 13 or above, whichever is later.

This amount determined in Section 3.2(1) or 3.2(2), as applicable, shall be subject to any reductions for

(1) Early retirement under the Contemporary Pension Option as provided in Section 3.4 of this plan.

(2) Any formula used (or that would be used) to calculate any age and/or service-related reduction inthe retiree’s monthly benefit under the terms of the Qualified Retirement Plan in effect as of 1January 2007.

(3) Survivor benefits described in Section 6.

(4) Provisions shown in Section 3.3 which follows and shall be further reduced by the sum of

(i) the benefit earned under the Qualified Retirement Plan; and

8

(ii) the benefit provided under the John Deere Senior Supplementary Pension Plan or ERISASupplementary Pension Plan, as the case may be.

Notwithstanding the foregoing, effective 1 January 2007, an Eligible Participant pursuant to Section 3.1 above shallbecome entitled to the monthly Retirement Benefit described in this Section 3.2 upon his or her Separation fromService (as defined in Article B-3 of Appendix B); provided, however, that Section B-1.2, if applicable, shall applyin calculating the amount of the Participant’s benefit under the Plan, and the time and form of payment shall bedetermined in accordance with Appendix A.

3.3 Limitations.

(a) The total monthly Retirement Benefit paid under the Traditional Pension Option of this Plan, theQualified Retirement Plan and the John Deere Senior Supplementary Pension Plan or ERISA SupplementaryPension Plan, as the case may be, may not exceed 66-2/3% of the Average Monthly Pensionable Pay. If suchnumber is exceeded the amount payable under this Plan shall be reduced to the extent necessary to equal 66-2/3% ofthe Average Monthly Pensionable Pay.

(b) That part of the Retired employee’s monthly benefit which is based on service credit prior to 1July 1993 (1 January 1994 for employees of John Deere Credit Company, John Deere Health Care, Inc. and JohnDeere Insurance Group) shall be reduced by 1/2% for each full year in excess of 10 years that the spouse is youngerthan the employee.

3.4 Reduction for Early Retirement under Contemporary Pension Option. The amount determined in 3.2 above shall bereduced 1/3% per month from the unreduced full benefit age, as defined under the terms of the ContemporaryPension Option of the Qualified Retirement Plan in effect as of 1 January 2007, as of the date benefits commence.

3.5 Commencement and Duration. Payment of monthly retirement benefits provided under this Plan shall commence onthe first day of any calendar month following the date of retirement as elected under the Qualified Retirement Plan.Benefit payments will be made on the first day of each calendar month thereafter. The last payment will be madethe first day of the calendar month in which the Participant dies, subject to the provisions of Section 5.

Alternatively, the Participant may elect to receive a lump sum payment for all or a portion (in 10% incrementsfrom 10% to 90%) of the Retirement Benefits payable under this Plan including the 55% joint and survivor annuity equalto 11% of the supplemental benefit payable, adjusted for service accrued through 30 June 1993, or 31 December 1993 inthe case of employees of John Deere Credit Company, John Deere Health Care, Inc., or John Deere Insurance Group.Written

9

notice of the Participant’s election to receive a lump sum payment shall be irrevocable, and must be received by theCompany within the twelve (12) months prior to payment, but in no event subsequent to the Participant’s date ofretirement. The lump sum payment shall be made to Participant twelve (12) months after receipt of notice by theCompany but in no event prior to the Participant’s retirement.

Notwithstanding the above, a Section 162(m) Participant whose retirement date coincides with the Company’sfiscal year-end date will not be paid the previously elected lump-sum payment until he is no longer aSection 162(m) Participant.

Effective beginning 1 January 2002 and thereafter, the lump sum will be calculated using an interest rateassumption 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 of50% male mortality rates and 50% female mortality rates from the Group Annuity Reserving Table (“GAR”) , as setforth in Revenue Ruling 2001-62, in effect at the beginning of the plan year in which payment is made. The age used inthe calculation will be the age of the Participant.

Monthly retirement benefits will be redetermined as soon as practicable and increased benefits paid retroactiveto the Participant’s date of retirement for:

(a) any eligible long or short-term bonus paid after retirement replacing an earlier bonus award usedto calculate Average Pensionable Pay under the Traditional Pension Option

or

(b) any eligible short-term bonus paid after retirement added to career average earnings used tocalculate pension benefits under the Contemporary Pension Option.

Effective 1 January 2008, monthly retirement benefits determined as described above shall be paid upon the later of(i) the date specified for payment in accordance with Section A-1.2 or A-1.3, as applicable, or (ii) on the first day ofthe calendar month following vesting of the bonus giving rise to the adjustment.

3.6 Death Prior to Receipt of Lump Sum. If an active Participant or a Participant on Permanent and Total Disabilitydies after receipt of notice by the Company pursuant to Section 3.5 of Participant’s irrevocable election to receive alump sum payment, but before the expiration of twelve (12) months after receipt by the Company of such election, aSurviving Spouse of the Participant who is eligible for a survivor benefit under Section 6 will receive a lump sumsurvivor’s benefit under Section 6.1 of this Plan. The 55% Surviving Spouse lump sum benefit will be payable noearlier than twelve (12) months following receipt of notice by the

10

Company of the deceased Participant’s irrevocable election but not before the first day of the month followingeligibility 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 NormalRetirement and dies after receipt of notice by the Company pursuant to Section 3.5 of Participant’s irrevocable electionto receive a lump sum payment, but before the expiration of twelve (12) months after receipt by the Company of suchelection, a Surviving Spouse of the Participant who is eligible for a survivor benefit under Section 6 will receive theParticipant’s full lump sum benefit under Section 3.5 of this Plan in lieu of Surviving Spouse benefits under Section 6.In the event the retired Participant is unmarried at the date of death or the Surviving Spouse of the deceased Participant isnot eligible for survivor benefits under Section 6, the Participant’s full lump sum benefit will be paid to the deceasedParticipant’s estate. The lump sum benefit will be payable no earlier than twelve (12) months following receipt of noticeby the Company of the deceased Participant’s irrevocable election.

3.7 Qualified Domestic Relations Order.

Distribution is prohibited under the Plan prior to the Participant’s retirement and, in the event of a Qualified DomesticRelations Order, the Alternate Payee must take distribution as a single lump sum payment within 180 days following theParticipant’s retirement under the Plan.

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Section 4. Disability Benefit

4.1 Eligibility. An employee who qualifies for a Disability benefit in accordance with the provisions of the QualifiedRetirement Plan or John Deere Long Term Disability Plan for Salaried Employees shall be entitled to a benefitunder this Plan upon retirement under a normal retirement under the Qualified Retirement Plan.

4.2 Amount. The amount shall be determined in accordance with 3.2 except that service as an Officer shall bedetermined for the period of time prior to total and permanent disability as defined in the Qualified Retirement Planor John Deere Long Term Disability Plan for Salaried Employees.

4.3 Commencement and Duration. In the event of Disability, the payment method shall be the same as that electedpursuant to Section 3.5 of this Plan. In the event of Disability, payments of Retirement Benefits provided under thissection shall be made or commence on the same date as Retirement Benefits commence under the normalRetirement Provisions under the Qualified Retirement Plan.

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Section 5. Change in Control of Company

5.1 Eligibility. If a Change in Control of the Company (as defined in 5.2 below) shall have occurred, and a Participantwho has not attained age 60 ceases to be an employee of the Company, such Participant shall be eligible for benefitsunder the provisions of this Plan notwithstanding his age at the time of such cessation of employment, unless suchcessation of employment is (i) by the Company for “Cause” (as defined in 5.3 below), or (ii) by the participant forother than Good Reason (as defined in 5.4 below). If the Participant ‘s cessation of employment is by reason ofDeath or Permanent Disability, the Participant ‘s rights under this Plan shall be governed by Section 4 and 6 of thisPlan, despite the occurrence of a change in control. References in this Section 5.1 to “cessation of employment”shall be references to a Separation from Service, as defined in Article B-3 of Appendix B.

5.2 Change in Control of the Company. A change in control of the Company shall mean a change in control of a naturethat would be required to be reported in response to Schedule 14A of Regulation 14A promulgated under theSecurities Exchange Act of 1934, as now or hereafter amended (the “Exchange Act”), whether or not the Companyis then subject to such reporting requirement; provided, that, without limitation, such a Change in Control shall bedeemed to have occurred if:

(i) any “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the“beneficial owner” (as defined in Rule 13(d-3) under the Exchange Act), directly or indirectly, ofsecurities of the Company representing thirty percent (30%) or more of the combined votingpower of the Company’s then outstanding securities;

(ii) during any period of two (2) consecutive years (not including any period prior to December 9,1987) there shall cease to be a majority of the Board comprised as follows: individuals who at thebeginning of such period constitute the Board and any new director(s) whose election by theBoard or nomination for election by the Company’s stockholders was approved by a vote of atleast two-thirds (2/3) of the directors then still in office who either were directors at the beginningof the period or whose election or nomination for election was previously so approved; or

(iii) the shareholders of the Company approve a merger or consolidation of the Company with anyother company, other than a merger or consolidation which would result in the voting securities ofthe Company outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the surviving entity) at least 80% of thecombined voting power of the voting securities of the Company or

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such surviving entity outstanding immediately after such merger or consolidation.

(iv) the shareholders of the Company approve a plan of complete liquidation of the Company or anagreement for the sale or disposition by the Company of all or substantially all the Company’sassets.

5.3 Cause. Termination of employment by the Company for “Cause” shall mean termination pursuant to notice oftermination setting out the reason for termination upon (i) the willful and continued failure by the participant tosubstantially perform his duties with the Company after a specific, written demand is developed; (ii) the willfulengaging by the participant in conduct which is demonstrably and materially injurious to the Company, monetarilyor otherwise or (iii) the participant’s conviction of a felony which impairs the participant’s ability substantially toperform his duties with the Company.

An act, or failure to act, shall be deemed “willful” if it is done, or omitted to be done, not in good faith andwithout reasonable belief that the action or omission was in the best interest of the Company.

5.4 Good Reason. “Good Reason” shall mean the occurrence, without the participant’s express written consent, within24 months following a Change in Control of the Company, of any one or more of the following:

(i) the assignment to the participant of duties materially inconsistent with the participant’s duties,responsibilities and status prior to the Change in Control or a material reduction or alteration in thescope of the participant’s responsibilities from those in effect prior to the Change in Control;

(ii) a reduction by the Company in the participant’s base salary or profit sharing award as in effectprior to the Change in Control;

(iii) the Company requiring the participant to be based at a location in excess of twenty-five (25) milesfrom the location where the participant is currently based;

(iv) the failure by the Company or any successor to the Company to continue in effect any otherPension Plans, or its Profit Sharing Plan for Salaried Employees, Short-Term Incentive BonusPlan, Deferred Compensation Plan, Long-Term Incentive Plan, the John Deere Stock Option Planor any other of the Company’s employee benefit plans, policies, practices or arrangementsapplying to the participant or the failure by the Company to continue the participant’s participationtherein on substantially the same basis, both in terms of the amount of benefits provided and thelevel of his

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or her participation relative to other participants, as existed prior to the Change in Control;

If Good Reason exists, the participant’s right to terminate his or her employment pursuant to this Subsectionshall not be affected by temporary or subsequent incapacity due to physical or mental illness. Continued employmentshall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reasonhereunder. Retirement at less than “normal retirement age” as defined in the John Deere Pension Plan for SalariedEmployees constitutes a “termination” for purposes of this Subsection.

5.5 Amount. The amount of the benefit payable under this section shall be determined in accordance with Section 3.2.

5.6 Commencement and Duration. Retirement Benefits provided under this section shall be made in a lump sum on thefirst day of the calendar month following the date the Participant ceases employment with the Company, except asnoted in Section 3.5. Calculation of the lump sum payment shall be made in accordance with the terms set forth inSection 3.5

5.7 Deere & Company Severance Protection Agreement.

The change in control of Company provisions shown above do not apply in the event a Participant has received andexecuted a personal Severance Protection Agreement issued by Deere & Company. In order for the SeveranceProtection Agreement to apply in lieu of the provisions shown in Section 5 above the Agreement must be effective asshown in Article I. Establishment, Term and Purpose of the Deere & Company Severance Protection Agreement.

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Section 6. Survivor Benefits

6.1 Death of an Active or Disabled Participant. In the event of the death of an active Participant or a Participant onDisability, notwithstanding Section 3.1 of this Plan, the Surviving Spouse shall be eligible for a monthly survivorbenefit provided the Participant:

(a) was married and eligible to retire on the date of death under early or normal retirement provisionsof the Qualified Retirement Plan or

(b) had been married for at least one year prior to death and was on Total and Permanent Disability asprovided in the Qualified Retirement Plan or

(c) was married for at least one year prior to death and Participant had elected the ContemporaryPension Option and was vested under the Qualified Retirement Plan or

(d) was married for at least one year prior to death and the Participant elected the Traditional PensionOption and had three years or more of service as an Officer. The benefit will be reduced 1/3% of 1% for eachmonth the Officer would have been under age 60 at the date this Surviving Spouse benefit commences.

The Surviving Spouse benefit under this Plan for a Participant who died prior to retirement as specified in 6.1will be in the same proportion of the Participant’s benefit under Section 3 of this Plan as the Surviving Spouse benefitunder the Qualified Retirement Plan bears to the Participant’s benefit under Article IV, Section 1 of the QualifiedRetirement Plan. The Surviving Spouse benefit will be payable as a monthly annuity or as a lump sum as of the first ofthe month following eligibility for a Surviving Spouse benefit under the Qualified Retirement Plan.

6.2 Death of a Retired Participant. The Surviving Spouse shall be eligible for a monthly survivor benefit provided:

(a) the Participant is eligible for a retirement benefit under this Plan and

(b) the Participant had not received the lump sum payment provided under Section 3.5 of this Planand

(c) the Surviving Spouse and Participant were either:

(1) continuously married before the Participant’s early or normal retirement or

(2) the Participant had elected a Surviving Spouse benefit under Section 6.4 below.

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The survivor benefit option elected by the retired Participant under Article IV, Section 1 of the QualifiedRetirement Plan shall apply to the survivor benefit payable under this Plan. Any formula used to calculate the reductionin the retiree’s monthly benefit under the Qualified Retirement Plan shall also apply under this Plan.

6.3 Commencement and Duration. Payment of monthly death benefits provided under this section shall commence onthe same date that Surviving Spouse benefits commence under the Qualified Retirement Plan. The last payment willbe made on the first day of the month of the Surviving Spouse’s death.

6.4 Survivor Benefit Election After Retirement. A Participant who retired and is receiving benefits under this Plan, forwhom no survivor benefit is in effect, may elect a survivor benefit by filing a written application with the Companyprovided:

(1) The Participant was not married at retirement and has subsequently married, or

(2) The Participant has had a Survivor Benefit provision in effect and has remarried, and

(3) The Participant had not received a lump sum payment provided in Section 3.5 of this Plan.

The Survivor Benefit under this paragraph and any applicable reduction to the retired Participant’s benefit shallbe effective with respect to benefits falling due for months commencing with the first day of the month following themonth in which the Company receives an application, but in no event before the first day of the month following themonth in which the retired Participant has been married to the designated spouse for one year.

On or after 1 July 1999, if the Company is notified of a designated spouse following the first day of the monthin which the retired employee has been married to the designated spouse for one year, retroactive reductions and benefitadjustments will be made to the retired Participant’s pension benefit or the survivor’s benefit, in the event of a retiredParticipant’s death for such late notice. These retroactive reductions will become payable for the period of time based onthe date the survivor benefit would have become effective (the first day of the month following the month in which theretired Participant had been married to the designated spouse for one year).

Any Surviving Spouse benefit election by the retired Participant under Article IV, Section 1 of the QualifiedRetirement Plan shall apply to the survivor benefit payable under this Plan. Any formula used to calculate the reductionin the retired Participant’s monthly benefit under the Qualified Retirement Plan and Sections 3.2, 3.3, and 3.4 of this Planwill also apply.

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Section 7. Financing of Benefits

7.1 Contractual Obligation. It is intended that the Company is under a contractual obligation to make the paymentsunder this Plan when due. No benefits under this Plan shall be financed through a trust fund or insurance contractsor otherwise. Benefits shall be paid out of the general funds of the Company.

7.2 Unsecured General Creditor. Neither the Participant nor the Surviving Spouse shall have any interest whatsoever inany specific asset of the Company on account of any benefits provided under this Plan. The Participant’s (orSurviving Spouse’s) right to receive benefit payments under this Plan shall be no greater than the right of anyunsecured general creditor of the Company.

7.3 Funding. All amounts paid under this Plan shall be paid in cash from the general assets of the Company. Suchamounts shall be reflected on the accounting records of the Company, but shall not be construed to create, or requirethe creation of, a trust, custodial or escrow account. No Participant shall have any right, title or interest whatever inor to any investment reserves, accounts or funds that the Company may purchase, establish or accumulate to aid inproviding the benefits under this Plan. Nothing contained in this Plan, and no action taken pursuant to itsprovisions, shall create a trust or fiduciary relationship of any kind between the Company and a Participant or anyother person. Neither shall an employee acquire any interest greater than that of an unsecured creditor.

7.4 Vesting. Benefits under this Plan shall become nonforfeitable at the earlier of Disability, or Retirement under theTraditional Pension Option of the Qualified Retirement Plan after reaching age 60 or after five years of servicecredit and Termination or Retirement under the Qualified Retirement Plan Contemporary Pension Option.Notwithstanding the preceding sentence, a Participant or his beneficiary shall have no right to benefits hereunder ifthe Company determines that he engaged in a willful, deliberate or gross act of commission or omission which issubstantially injurious to the finances or reputation of the Company.

7.5 Administration. This Plan shall be administered by the Company which shall have, to the extent appropriate, thesame powers, rights, duties and obligations with respect to this Plan as it does with respect to the QualifiedRetirement Plan; provided, however, that the determination of the Company as to any questions arising under thisPlan, including questions of construction and interpretation shall be final, binding, and conclusive upon all persons.

7.6 Expenses. The expenses of administering the Plan shall be borne by the Company.

7.7 Indemnification and Exculpation. The agents, officers, directors, and employees of the Company and its affiliatesshall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, orexpenses that may be imposed upon or reasonably incurred by them in connection with or resulting from

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any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason ofany action taken or failure to act under this Plan and against and from any and all amounts paid by them insettlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action,suit, or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability, orexpense is due to such person’s gross negligence of willful misconduct.

7.8 Effect on Other Benefit Plans. Amounts credited or paid under this Plan shall not be considered to be compensationfor the purposes of a qualified pension plan or any other benefit plan maintained by the Company. The treatment ofsuch amounts under other employee benefit plans shall be pursuant to the provisions of such plans.

7.9 Tax Liability. Pursuant to Section B-1.4, the Company may withhold from any payment of benefits hereunder anamount equal to the federal employment taxes (FICA) and federal, state local and foreign income tax obligationsarising from a Participant’s participation and accrual of benefits under the Plan.

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APPENDIX A

ARTICLE A-1APPLICATION; PAYMENT OF PLAN BENEFIT AFTER 2006

A-1.1 Application of this Article. Notwithstanding anything in the Plan to the contrary, therules applicable to payment of Plan Benefits for Participants who, as of 31 December 2006, have not commenced paymentare set forth in this Appendix A.

A-1.2 Retirement During Calendar Year 2007 or Later. If a Participant Retires after 31 December 2006,his Vested Plan Benefit shall be distributed in a Lump Sum with a Payment Date that is the 15th day of the month followingthe date that is (a) six months and one day following the date of his Retirement plus (b) one day for every day of Vacation.Such Lump Sum shall be calculated using lump sum equivalency factors for a lump sum which is actuarially equivalent to animmediate Single Life Annuity payable on the date determined in accordance with clauses (a) and (b) of this Section A-1.2and shall be based on the Participant’s age on the date the Participant Retires plus one day for every day of Vacation.

A-1.3 Termination During Calendar Year 2005 or Later. If a Participant incurs a Termination duringcalendar year 2005 or thereafter, his Vested Plan Benefit shall be distributed in the form of a Lump Sum with a Payment Datethat is the later of (a) 31 January 2007 and (b) the 15th day of the month following the date that is six months and one dayafter the date on which the Participant incurred a Termination. Such Lump Sum shall be calculated using lump sumequivalency factors for a lump sum which is actuarially equivalent to a deferred Single Life Annuity payable on the earliestdate the Participant would be eligible to receive unreduced benefits under the Qualified Retirement Plan and based on theParticipant’s age on the date of payment.

A-1.4 Termination Prior to 1 January 2005. If a Participant incurred a Termination prior to 1January 2005, but as of 31 December 2006 had not yet commenced payment of his Vested Plan Benefit, such Vested PlanBenefit shall be paid in a Lump Sum on or before 30 November 2007. The amount of the Participant’s Plan Benefit shall bedetermined in accordance with Sections 3.2 and 3.5.

A-1.5 Separation from Service Following a Change in Control. If a Participant incurs a Separation fromService after 31 December 2006 and following a Change in Control, and such Separation from Service is (i) by the Companyfor “Cause” (as defined in Section 5.3), or (ii) by the Participant for other than “Good Reason” (as defined in Section 5.4),then, notwithstanding anything herein to the contrary, such Participant’s Vested Plan Benefit shall be forfeited.

A-1.6 One-Time Lump Sum. Effective 1 January 2008, Participants shall receive an amount equal to theinterest that would be credited on their Account for the period beginning on the date of Separation from Service and endingon the sixth-month anniversary thereof, determined by using an interest rate equal to the average yield in September of thepreceding Plan Year on 30-year Treasury Constant Maturities (as

A-2

published in October by the Internal Revenue Service). This one-time lump sum payment shall be paid at the same time asthe first distribution of the Participant’s Vested Plan Benefit under the Plan.

Participants who Separated from Service after 31 December 2004 and before 1 January 2008 shall also receive a one-timelump sum cash payment equal to the amount that such Participants would have been paid had the preceding paragraph beeneffective on the date of their Separation from Service, provided that the average yield in September 2007 on 30-year TreasuryConstant Maturities (as published in October 2007 by the Internal Revenue Service) shall be used in determining the amountof such one-time lump sum payment. This one-time lump sum payment shall be paid on or before 29 February 2008, but inno event earlier than the date that is six months and one day after the date of the Participant’s Separation from Service.

ARTICLE A-2DEATH AND DISABILITY BENEFITS

A-2.1 Application of Article A-2.

(a) Death. This Article A-2 addresses the survivor benefit or death benefit (in each case, if any) underthis Plan with respect to a Participant who incurs a Separation from Service due to his death on or after 1 January 2007.

(b) Disability. This Article A-2 addresses the Payment Date and the Plan Benefit of a Participant whoincurs a Separation from Service due to his Disability on or after 1 January 2007.

A-2.2 No Additional Rights Because of Death. No Vesting Solely as a Result of Death. No survivor ordeath benefit shall be payable to any person under this Article A-2 in respect of a Participant unless the Participant had aVested Plan Benefit on the date of death.

A-2.3 Rules Based on Timing of Death.

(a) Survivor or Death Benefits to Unmarried Participants. If a Participant is not married to aSurviving Spouse:

(1) as of the date of his Separation from Service and (i) he is an active employee (i.e., has notincurred a Separation from Service) of the Company as of the date immediately preceding his Separation from Service and(ii) such Separation from Service is by reason of the Participant’s death, no survivor benefit or death benefit with respect tosuch Participant’s Vested Plan Benefit, if any, shall be payable to any person and such Plan Benefit shall be forfeited as ofthe date of death; or

(2) as of the date of his death and his Separation from Service occurs prior to the date ofdeath, the survivor benefit or death benefit with respect to

A-3

such Participant’s Vested Plan Benefit, if any, shall be payable to such Participant’s estate in accordance with the time andform of payment set forth in Section A-2.3(c).

(b) Separation From Service Due to Death.

(1) If an active Participant (i.e., a Participant who has not incurred a Separation fromService) who is Retirement Eligible and who satisfies the requirements of Section 6.1 incurs a Separation from Service due tohis death and, as of the date of death, has been married to a Spouse for at least one year immediately prior to the date ofdeath, the Surviving Spouse shall be paid a single lump sum equal to 55% of the Lump Sum payable to the Participant hadthe Participant Retired on the date of his death. Such Lump Sum shall be calculated using lump sum equivalency factors fora Single Life Annuity payable immediately based on the Participant’s age at the date of death. Notwithstanding anything inSection A-1.1, A-1.2 or A-1.3 to the contrary regarding the time or form of payment, such lump sum distribution to theSurviving Spouse shall be made on the 15th day of the month following the month in which the Participant dies.

(2) If an active Participant who is not Retirement Eligible and who, as of the date of death, satisfiesSection 6.1 incurs a Separation from Service by reason of his death and, as of the date of death, has been married to a Spousefor at least one year immediately prior to the date of death, the Surviving Spouse shall be paid a single lump sum equal to55% of the Lump Sum payable to the Participant had the Participant lived until the earliest date on which he would beeligible for an unreduced benefit under the Qualified Retirement Plan and then Retired. Such lump sum payable to theSurviving Spouse shall be calculated using the lump sum equivalency factors for a Lump Sum which is actuarially equivalentto a deferred Single Life Annuity payable on the earliest unreduced benefits date under the Qualified Retirement Plan had theParticipant lived to Retire and based on the Participant’s age at the date of death. The Lump Sum payable pursuant to thisSection A-2.3(b)(2) shall be paid on the 15th day of the month following the month in which the Participant dies,notwithstanding anything to the contrary in Section A-1.1, A-1.2 or A-1.3 regarding the time or form of payment.

(c) Death After Separation from Service and Prior to Payment of Lump Sum. If a Participant diesafter his Separation from Service but prior to the receipt of the Lump Sum distribution, such Lump Sum shall be determinedand paid in accordance with Section A-1.2 or A-1.3, as applicable.

A-2.4 Separation from Service Due to Disability.

(a) Separation from Service on or After 1 January 2007. A Participant who incurs a Separation fromService due to a Disability on or after 1 January 2007, shall receive a distribution of his Plan Benefit in a Lump Sum paid inaccordance with Section A-1.2 or A-1.3. The Participant’s immediate Single Life Annuity, which is then converted into aLump Sum in accordance with Section 3.5, shall be determined in accordance with Section 3.2 as though the Participant(i) had remained employed with the Company until the first day of the calendar month following his or her 65th birthday,

A-4

(ii) received Average Pensionable Pay or Career Average Pay, as the case may be, determined as of the end of the eliminationperiod under the John Deere Long Term Disability Plan for Salaried Employees, and (iii) then incurred a Separation fromService with the Company, except that service as an Officer shall be determined for the period of time prior to the Disability.

(b) Separation From Service Prior to 1 January 2005. If a Participant incurred a Separation fromService due to Disability prior to 1 January 2005, is entitled to a Plan Benefit based in part on credit for service with theCompany after 31 December 2004 and, as of 1 January 2005, has not commenced payment of his Plan Benefit, such PlanBenefit shall be paid in a Lump Sum in accordance with Section A-1.2 or A-1.3; provided, however, that if the date specifiedfor payment under Section A-1.2 or A-1.3 is prior to 30 November 2007, such Lump Sum shall be paid on or before 30November 2007. The amount of the Participant’s Plan Benefit shall be determined in accordance with Section 3.2 andSection A-2.4(a).

(c) The provisions of this Section A-2.4 shall be superseded by Section A-2.3 in the event that aParticipant’s death occurs prior to payment of his entire Plan Benefit.

A-2.5 Return to Work Following Disability. If a Participant who has commenced payment of his PlanBenefit returns to work with the Company following his Separation from Service due to Disability and is eligible to become aParticipant upon such return to work, such Participant shall begin accruing a new Plan Benefit. The determination of suchParticipant’s new Plan Benefit shall include the period beginning on the date of such Participant’s initial Separation fromService and ending on his subsequent Separation from Service following his return to work. Upon such Participant’ssubsequent Separation from Service, the Participant’s new Plan Benefit shall equal his or her (i) Aggregate Plan Benefit, less(ii) the Lump Sum value of the Plan Benefit which the Participant previously received with interest credited from the date ofreceipt through the date of subsequent payment using the interest rate described in Section 3.5, and shall be paid to theParticipant in a Lump Sum in accordance with Section A-1.2 or A-1.3, as applicable, based on the date of such subsequentSeparation from Service. For purposes of this Section A-2.5, the Participant’s Aggregate Plan Benefit means the PlanBenefit the Participant would be entitled to receive had he or she remained continuously employed with the Company fromhis initial date of hire through the date of the Participant’s subsequent Separation from Service, recalculated pursuant toSections 3.2-3.4 based on all service as an Officer and a non-Officer and all compensation paid by the Company, solely to theextent that such service and compensation are considered under the Traditional Pension Option or the Contemporary PensionOption, as applicable.

B-1

APPENDIX B

ARTICLE B-1MISCELLANEOUS PROVISIONS

B-1.1 Application of this Article. For purposes of clarification, the provisions in this Appendix Bsupplement the provisions in Appendix A, and are effective 1 January 2007 unless otherwise provided.

B-1.2 Impact of Vacation. If a Participant’s Retirement occurs immediately prior to or during suchParticipant’s Vacation, then, solely for purposes of determining the amount of the Plan Benefit for a Participant, suchParticipant’s Separation from Service shall be determined in accordance with the Prior Plan and the Participant shall beeligible to accrue benefits in accordance with the Plan until such Separation from Service; provided, however, that solely forpurposes of this Section B-1.2, Vacation shall exclude any day of vacation not used by the Participant to extend his serviceunder the Qualified Retirement Plan.

B-1.3 Impact of Leave of Absence and Special Paid Leave of Absence.

(a) Leave of Absence. If a Participant who has commenced payment of his Plan Benefit returns towork with the Company following his Separation from Service due to an approved Leave of Absence and is eligible tobecome a Participant upon such return to work, such Participant shall begin accruing a new Plan Benefit. Upon suchParticipant’s subsequent Separation from Service, the Participant’s new Plan Benefit shall equal his or her (i) Aggregate PlanBenefit, less (ii) the Plan Benefit which the Participant previously received with interest credited annually using the interestrate described in Section 3.5, and shall be paid to the Participant in a Lump Sum in accordance with Section A-1.2 or A-1.3,as applicable, based on the date of such subsequent Separation from Service. For purposes of this Section B-1.3, theParticipant’s Aggregate Plan Benefit means the Participant’s Plan Benefit determined as though the Participant had nevercommenced payment of his Plan Benefit upon the original Separation from Service, recalculated pursuant to Sections 3.2-3.4based on all service as an Officer or Executive and a non-Officer and all compensation paid by the Company, solely to theextent that such service and compensation are considered under the Traditional Pension Option or the Contemporary PensionOption, as applicable.

(b) Special Paid Leave of Absence. Solely for purposes of determining the amount of suchParticipant’s Vested Plan Benefit, a Participant who incurs a Separation from Service by reason of a Special Paid Leave ofAbsence shall receive a distribution of his Plan Benefit in a Lump Sum paid in accordance with Section A-1.3. TheParticipant’s immediate Single Life Annuity, which is then converted into a Lump Sum in accordance with Section 3.5, shallbe determined in accordance with Section 3.2 as though the Participant (i) had remained employed with the Company untilthe expiration of such Participant’s Special Paid Leave of Absence, (ii) received Average Pensionable Pay or Career AveragePay, as the case may be, determined as of the date of the Participant’s

B-2

commencement of the Special Paid Leave of Absence, and (iii) then incurred a Separation from Service with the Company.

B-1.4 No Acceleration or Delay. The Administrator shall not accelerate or delay payment under the Planexcept to the extent that such acceleration (including as a result of a “change in control” within the meaning of the defaultprovisions of Section 409A) or delay shall not cause any person to incur additional taxes, interest or penalties underSection 409A (“Section 409A Compliance”).

ARTICLE B-2AMENDMENT AND TERMINATION

B-2.1 Amendment and Termination. Notwithstanding any provision in this Plan to the contrary, theBoard of Directors, the Committee, or the Deere & Company Management Compensation Committee shall have theunilateral right to amend, modify or terminate the Plan at any time. The Vice President of Human Resources of the Companyshall have the unilateral right to amend or modify the Plan to the extent the Vice President of Human Resources of theCompany deems such action to be necessary or advisable to avoid the imposition on any person of adverse or unintended taxconsequences under Section 409A. Any determinations made by the Board of Directors, the Committee, the ManagementCompensation Committee, or the Vice President of Human Resources of the Company under this Section B-2.1 shall be final,conclusive and binding on all persons.

B-2.2 Plan Benefit in the Event of Termination. With respect to a Participant’s Plan Benefit, if the Planis terminated, Plan Benefits shall be paid in accordance with Appendix A, unless the Board of Directors or the Committee, inits discretion and in full and complete settlement of the Company’s obligations under this Plan, causes the Company todistribute the full amount of a Participant’s then accrued and Vested Plan Benefit to the Participant in a Lump Sum; provided,that such distribution may be effected in a manner that will result in Section 409A Compliance.

ARTICLE B-3DEFINITIONS

B-3.1 Section References. All references to sections are, unless otherwise indicated, references tosections of the Plan, including the appendices.

B-3.2 Terms Defined. Except as otherwise provided, whenever used in Appendix A, the following termsshall have the meanings set forth below:

(a) “Annuity” means a Single Life Annuity or a Joint and Survivor Annuity.

(b) “Committee” means the Company’s Pension Plan Oversight Committee.

B-3

(c) “Joint and Survivor Annuity” shall have the meaning set forth in the Qualified Retirement Plan.

(d) “Lump Sum” means the actuarial equivalent of a Participant’s Plan Benefit payable in a singlecash lump sum on the Payment Date.

(e) “Payment Date” means the date the Participant receives his Plan Benefit, in all cases in accordancewith the applicable provisions of the Plan.

(f) “Plan Benefit” means, as of a given date, the total benefit payable under the Plan to a Participant,expressed as a Single Life Annuity in accordance with the rules of Section 3.2, commencing on the Participant’sNormal Retirement Date or Postponed Retirement Date, as applicable, that a Participant has accrued under the Plan.

(g) “Prior Plan” means the terms of the Plan in effect immediately prior to 1 January 2005, as set forthin the Company’s written documents, rules, practices and procedures applicable to this Plan.

(h) “Retirement” or “Retire” means a Separation from Service by a Participant who is then RetirementEligible.

(i) “Retirement Eligible” means eligible for a normal retirement benefit or an early retirement benefitwithin the meaning of the terms of the Qualified Retirement Plan in effect as of 1 January 2007.

(j) “Section 409A” means Section 409A of the Code and the applicable rulings and regulationspromulgated thereunder.

(k) “Section 409A Compliance” has the meaning set forth in Section B-1.4.

(l) “Separation from Service” means, with respect to a Participant, a separation from service withinthe meaning of the default rules of Section 409A; provided that:

(1) for purposes of determining which entities are treated as a single “service recipient” with theCompany, the phrase “at least 20 percent” shall be substituted for the phrase “at least 80 percent” eachplace it appears in Sections 1563(a)(1), (2) and (3) of the Code and Section 1.414(c)-2 of the TreasuryRegulations, as permitted under Section 1.409A-1(h)(3) of the Treasury Regulations; and

(2) a Participant absent from work due to Disability shall incur a Separation from Service 29 monthsafter the date on which the Participant was first Disabled.

B-4

(m) “Single Life Annuity” means a Participant’s Plan Benefit payable in monthly installments over thelife of the Participant, commencing as of the Payment Date and ending with the payment due for the month in whichthe Participant dies, with no further payments on his behalf after his death.

(n) “Special Paid Leave of Absence” has the meaning set forth in the Deere & Company Policy forSpecial Paid Leave of Absence for Salaried Employees.

(o) “Termination” means a Separation from Service by a Participant who is not Retirement Eligible.

(p) “Vacation” means one or more days, as the case may be, of such vacation to which the Participantis entitled pursuant to the policies and practices of the Company then in effect and (i) as of the date of theParticipant’s Separation from Service, deferred from a prior anniversary year and unused as of such Separation fromService, (ii) earned in the current anniversary year and unused as of such Separation from Service and (iii) if aParticipant’s Vacation described in clause (i) or (ii) of this definition is used in the anniversary year following theanniversary year in which such Separation from Service occurs, earned in such following anniversary year, whetheror not used by the Participant.

(q) “Vested Plan Benefit” means the portion of the Participant’s Plan Benefit that has vested inaccordance with Article 3.

1

EXHIBIT I

TITLES AS OF

1 NOVEMBER 1996 OFFICER SINCE

Hans W. Becherer Chairman & COO & CEO 26 Apr 1977 (Retired)

Bernard L. Hardiek President, WorldwideAg. Equipment Division

26 Aug 1987 (Retired)

Ferdinand F. Korndorf President, WorldwideCommercial & ConsumerEquipment Division

23 Sep 1991 (Retired)

John K. Lawson Sr. VP, Engineering,Information & Technology

27 Feb 1985 (Retired)

Eugene L. Schotanus Executive VPFinancial Services

29 Jan 1974 (Retired)

Joseph W. England Sr. VP, Worldwide Parts& Corp. Administration


Pierre E. Leroy President, WorldwideIndustrial Equipment Div.

12 Dec 1985 (Retired)

Michael S. Plunkett Sr., VP, Engineering,Technology & HR


Frank S. Cottrell VP, General Counsel& Corporate Secretary


Robert W. Lane Chairman & CEO 16 Jan 1996

John S. Gault former VP, Engr., Info, &Tech.GM, Harvester


2

TITLES AS OF

1 NOVEMBER 1996 OFFICER SINCE

Glen D. Gustafson former ComptrollerDir., Bus. Planning

28 Jul 1981 (Retired)

Robert W. Porter Sr. VP, North AmericanAg. Marketing

16 Nov 1994 (Retired)

Adel A. Zakaria Executive VP, Global Tractor& Implement Sourcing

01 Apr 1992

James D. White Sr. VP, Manufacturing 26 Aug 1987 (Retired)

Mark C. Rostvold Sr. VP, WorldwideCommercial & ConsumerEquip. Division


Dennis E. Hoffmann PresidentJohn Deere Insurance


Michael P. Orr PresidentJohn Deere Credit Company


Richard J. VanBell PresidentJohn Deere Health Care


Exhibit 10.4

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

AMENDED: 1 DECEMBER 2005 – EFFECTIVE 1 JANUARY 2005

AMENDED: 13 DECEMBER 2007 – EFFECTIVE 1 JANUARY 2007

i

Table of Contents

Page

ARTICLE I ESTABLISHMENT, PURPOSE AND CONSTRUCTION 1


ARTICLE II PARTICIPATION 3

2.1 Eligibility to Participate 32.2 Effect of Transfer 3

ARTICLE III SUPPLEMENTARY BENEFITS 4

3.1 Eligibility for Benefit 43.2 Amount of Benefit 43.3 Form of Payment and Commencement Date 43.4 Death Prior to Receipt of Lump Sum 53.5 Qualified Domestic Relations Order 5

ARTICLE IV ADMINISTRATION OF PLAN 7

4.1 Administration 74.2 Amendment, Modification or Termination 7

ARTICLE V MISCELLANEOUS 9

5.1 Employment Rights 95.2 Applicable Law 95.3 Non-Alienation 95.4 Withholding of Taxes 95.5 Funding and Rights Against Assets 95.6 Effect on Other Benefit Plans 9

APPENDIX AArticle A-1 APPLICATION; PAYMENT OF PLAN BENEFIT AFTER 2006 A-1

A-1.1 Application of this Article A-1A-1.2 Retirement During Calendar Year 2007 or Later A-1A-1.3 Termination During Calendar Year 2005 or Later A-1A-1.4 Termination Prior to 1 January 2005 A-1A-1.5 One-Time Lump Sum. A-1

Article A-2 DEATH and DISABILITY BENEFITS A-2A-2.1 Application of Article A-2 A-2A-2.2 No Additional Rights Because of Death A-2A-2.3 Rules Based on Timing of Death A-2A-2.4 Separation from Service Due to Disability A-3A-2.5 Return to Work Following Disability A-4

ii

APPENDIX BArticle B-1 MISCELLANEOUS PROVISIONS B-1

B-1.1 Application of this Article B-1B-1.2 Impact of Vacation B-1B-1.3 Impact of Leave of Absence and Special Paid Leave of Absence B-1B-1.4 No Acceleration or Delay B-2

Article B-2 AMENDMENT AND TERMINATION B-2B-2.1 Amendment and Termination B-2B-2.2 Plan Benefit in the Event of Termination B-2

Article B-3 DEFINITIONS B-2B-3.1 Section References B-2B-3.2 Terms Defined B-2

JOHN DEERE ERISA SUPPLEMENTARYPENSION BENEFIT PLAN

ARTICLE I ESTABLISHMENT, PURPOSE AND CONSTRUCTION

1.1 Establishment. Effective 1 November 1985, Deere & Company established the John Deere Supplementary PensionBenefit Plan (the “Former Plan”) for the benefit of the salaried employees on its United States payroll and thesalaried employees of its United States subsidiaries or affiliates that chose to adopt the John Deere Pension Plan forSalaried Employees (“Salaried Pension Plan”). Deere & Company and its United States subsidiaries and affiliatesthat have adopted the Salaried Pension Plan (jointly the “Company”) are also deemed to have adopted the FormerPlan. The Company amended and restated the Former Plan, and divided it into two separate plans, effective 1November 1992. This John Deere ERISA Supplementary Pension Benefit Plan (the “Plan”) is one of the two planswhich replaced the Former Plan. Effective as of 1 January, 2007, the Plan is amended pursuant to Section 409A ofthe Code as set forth in Appendices A and B, which form part of the Plan. Amendments to the Plan adopted in 2006and 2007 are intended to align Plan provisions with prior operational changes and avoid the imposition on anyParticipant of taxes and interest pursuant to Section 409A of the Code.

1.2 Purpose. The Company maintains a defined benefit pension plan, known as the John Deere Pension Plan forSalaried Employees (“Salaried Pension Plan”), which is intended to be a qualified defined benefit pension planwhich meets the requirements of section 401(a) of the Internal Revenue Code of 1986 (“Code”). Section 415 of theCode limits the benefit which may be paid under a qualified defined benefit pension plan. This Plan is intended toprovide benefits which, when combined with the benefit actually payable under the Salaried Pension Plan, arereasonably comparable to the benefits which participants in the Salaried Pension Plan would have received undersuch plan if there were no limitations imposed by section 415 of the Code. This Plan is intended to qualify as anunfunded “excess benefit plan,” as defined in section 3(36) of the Employee Retirement Income Security Act of1974 (“ERISA”).

1.3 Effective Date and Plan Year. This Plan shall be effective 1 November 1992. Participants in the Former Plan whowere receiving benefits under the Former Plan as of 31 October 1992, and who are eligible employees as defined insection 2.1 below, shall receive the same benefit payments under this Plan as they were receiving under the FormerPlan as of 31 October 1992. Participants in the Former Plan who were not receiving benefits as of 31 October 1992,and 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 Yearshall be the twelve-month period beginning on 1 November of each year and ending on 31 October of the followingyear.

2

1.4 Application of Plan. The terms of this Plan are applicable only to eligible employees as described in Section 2.1below who (i) become eligible to receive benefit payments hereunder on or after 1 November 1992, or (ii) werereceiving benefit payments under the Former Plan as of 31 October 1992.

Notwithstanding any provision of this Plan to the contrary, the provisions of Appendices A and Bshall apply to payment of benefits on or after 31 December 2006 and such appendices shall supersede the other provisions ofthe Plan to the extent necessary to eliminate inconsistencies between such Appendices and such other provisions of the Plan.

1.5 Construction. Unless the context clearly indicates otherwise or unless specifically defined herein, all operativeterms used in this Plan shall have the meanings specified in the Salaried Pension Plan, and words in the masculinegender shall be deemed to include the feminine and neuter genders and the singular shall be deemed to include theplural and vice versa.

3

ARTICLE II PARTICIPATION

2.1 Eligibility to Participate. Any employee participating in the Salaried Pension Plan (or a surviving spouse of suchemployee) whose retirement benefit upon termination from employment or death under such plan is reduced byapplication of Article I, Section 14, of the Salaried Pension Plan (or any other provision of the Salaried Pension Planwhich limits benefits under such plan as required by Section 415 of the Code) and who is not a participant in theJohn Deere Senior Supplementary Pension Benefit Plan shall be eligible to participate in this Plan (each sucheligible employee referred to herein as a “Participant”).

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

4

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 sucheligible employee’s employment with the Company terminates by reason of death or retirement, including deferredvested 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 theSalaried Pension Plan as in effect on the date of the employee’s termination, retirement or death, but determinedwithout regard to any limitation on such benefit imposed in order to comply with the limitation on benefitscontained in section 415 of the Code; and

(B) equals such employee’s actual monthly pension benefit or survivor benefit payable under the Salaried PensionPlan 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 single life annuity form.

Notwithstanding the foregoing, effective 1 January 2007, an eligible employee pursuant to Section 3.1 above shallbecome entitled to the monthly retirement benefit described in this Section 3.2 upon his or her Separation fromService (as defined in Article B-3 of Appendix B); provided, however, that Section B-1.2, if applicable, shall applyin calculating the amount of the Participant’s benefit under the Plan, and the time and form of payment shall bedetermined in accordance with Appendix A.

3.3 Form of Payment and Commencement Date. The supplementary benefit payable under this Plan shall be payable inthe same manner and form as the benefit paid to or with respect to an employee under the Salaried Pension Plan, andshall automatically commence on or about the same date as payments under the Salaried Pension Plan. Suchbenefits 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% ofthe supplementary benefit payable, adjusted for service accrued through 30 June 1993, or 31 December 1993 in the caseof employees of John Deere Credit Company, John Deere Health Care, Inc., or John Deere Insurance Group. Writtennotice of the Participant’s election to receive a lump sum payment shall be irrevocable, and must be received by theCompany within the twelve (12)

5

months prior to payment, but in no event subsequent to the Participant’s date of retirement. The lump sum payment shallbe made to Participant twelve (12) months after receipt of notice by the Company but in no event prior to theParticipant’s retirement.

Effective beginning 1 January 2002 and thereafter, the lump sum will be calculated using an interest rate assumptionequal to the average yield in September of the preceding Plan Year on 30-year Treasury Constant Maturities (aspublished 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 inRevenue Ruling 2001-62, in effect at the beginning of the plan year in which payment is made. The age used in thecalculation will be the age of the Participant.

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 Companypursuant to Section 3.3 of Participant’s irrevocable election to receive a lump sum payment, but before the expiration oftwelve (12) months after receipt by the Company of such election, a surviving spouse of the Participant who is eligiblefor a survivor benefit under the Salaried Pension Plan will receive a lump sum survivor’s benefit under this Plan. The55% surviving spouse lump sum benefit will be payable no earlier than twelve (12) months following receipt of noticeby the Company of the deceased Participant’s irrevocable election but not before the first day of the month followingeligibility for a surviving spouse benefit under the Salaried Pension Plan.

If a retired Participant or a Participant on Permanent and Total Disability subsequently retires under Normal Retirementand dies after receipt of notice by the Company pursuant to Section 3.3 of Participant’s irrevocable election to receive alump sum payment, but before the expiration of twelve (12) months after receipt by the Company of such election, asurviving spouse of the Participant who is eligible for a survivor benefit under the Salaried Pension Plan will receive theParticipant’s full lump sum benefit under Section 3.3 of this Plan. In the event the retired Participant is unmarried at thedate of death or the surviving spouse of the deceased Participant is not eligible for survivor benefits under the SalariedPension Plan, the Participant’s full lump sum benefit will be paid to the deceased Participant’s estate. The lump sumbenefit will be payable no earlier than twelve (12) months following receipt of notice by the Company of the deceasedParticipant’s irrevocable election.

3.5 Qualified Domestic Relations Order.

Distribution is prohibited under this Plan prior to the Participant’s retirement and, in the event of a Qualified DomesticRelations Order, the Alternate Payee must

6

take distribution as a single lump sum payment within 180 days following the Participant’s retirement under this Plan.

7

ARTICLE IV ADMINISTRATION OF PLAN

4.1 Administration. This Plan shall be administered by the Company (the “Administrator”). The Administrator shallhave the power to construe and interpret this Plan, decide questions of eligibility and determine the amount, mannerand time of payment of any benefits hereunder. All determinations of the Administrator shall be final, binding andconclusive on all persons.

4.2 Amendment, Modification or Termination. The Board of Directors of the Company, or, the Pension Plan OversightCommittee of the Board may at any time amend or modify this Plan in their sole discretion. In addition, theDeere & Company Management Compensation Committee (“Compensation Committee”) shall have the authority toapprove all amendments or modifications that:

a. in the Compensation Committee’s judgment are procedural, technical or administrative, but do not result inchanges 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 thelaws or regulations applicable to this Plan; or

c. in the Compensation Committee’s judgment are necessary or advisable to implement provisionsconforming 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 $5million dollars per amendment or modification during the first full fiscal year that such changes areeffective for this 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 currentlybeing paid to any employee or surviving spouse of any former employee without such person’s consent. The power toterminate this Plan shall be reserved to the Board of Directors of Deere & Company. The procedure for amendment ormodification of this Plan by either the Board of Directors, or, to the extent so authorized, the Pension Plan OversightCommittee, as the case may be, shall consist of: the lawful adoption of a written amendment or modification to this Planby majority vote at a validly held meeting or by unanimous written consent, followed by the filing of such duly adoptedamendment or modification by the Secretary with the official records of the Company. If a subsidiary or affiliate ofDeere & Company that has adopted this Plan ceases to be a subsidiary or affiliate, the participation in this Plan by theemployees of such subsidiary or affiliate shall terminate, and no employees of such former affiliate or subsidiary shallaccrue or be entitled to a benefit under

8

this Plan on and after the date such company ceases to be a subsidiary or affiliate of Deere & Company (other thanformer employees who were receiving benefit payments as of such date).

9

ARTICLE V MISCELLANEOUS

5.1 Employment Rights. Nothing under this Plan shall be construed to give any employee the right to continue inemployment 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 accordancewith the applicable provisions of ERISA. To the extent not governed by ERISA, this Plan shall be governed andconstrued 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 SalariedEmployees 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 sameshall 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 theCompany.

5.4 Withholding of Taxes. The Company, or its designee, may withhold from any payment of benefits under this Planany income, employment or other taxes required to be withheld, including any taxes for which the Company or itsdesignee 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 this Plan in cash from itsgeneral assets and benefits payable under this Plan shall not be funded through the use of a trust, insurance contractsor otherwise. All expenses of administering this Plan shall also be borne by the Company. Neither participatingemployees, nor their surviving spouses, shall have any interest whatsoever in any specific assets of the Company onaccount of any benefits payable under this Plan and their rights to receive such benefits shall be no greater than therights 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 compensationfor purposes of any qualified retirement plan maintained by the Company. The treatment of such amounts under anyother plan of the Company shall be determined under the provisions of such plan.

A-1

APPENDIX A


A-1.1 Application of this Article . Notwithstanding anything in the Plan to the contrary, therules applicable to payment of Plan Benefits for Participants who, as of 31 December 2006, have not commenced paymentare set forth in this Appendix A.


A-1.3 Termination During Calendar Year 2005 or Later. If a Participant incurs a Termination duringcalendar year 2005 or thereafter, his Vested Plan Benefit shall be distributed in the form of a Lump Sum with a Payment Datethat is the later of (a) 31 January 2007 and (b) the 15th day of the month following the date that is six months and one dayafter the date on which the Participant incurred a Termination. Such Lump Sum shall be calculated using lump sumequivalency factors for a lump sum which is actuarially equivalent to a deferred Single Life Annuity payable on the earliestdate the Participant would be eligible to receive unreduced benefits under the Salaried Pension Plan and based on theParticipant’s age on the date of payment.


A-1.5 One-Time Lump Sum. Effective 1 January 2008, Participants shall receive an amount equal to theinterest that would be credited on their Account for the period beginning on the date of Separation from Service and endingon the sixth-month anniversary thereof, determined by using an interest rate equal to the average yield in September of thepreceding Plan Year on 30-year Treasury Constant Maturities (as published in October by the Internal Revenue Service).This one-time lump sum payment shall be paid at the same time as the first distribution of the Participant’s Vested PlanBenefit under the Plan.

Participants who Separated from Service after 31 December 2004 and before 1 January 2008 shall also receive a one-timelump sum cash payment equal to the amount that such Participants would have been paid had the preceding paragraph beeneffective on

A-2

the date of their Separation from Service, provided that the average yield in September 2007 on 30-year Treasury ConstantMaturities (as published in October 2007 by the Internal Revenue Service) shall be used in determining the amount of suchone-time lump sum payment. This one-time lump sum payment shall be paid on or before 29 February 2008, but in no eventearlier than the date that is six months and one day after the date of the Participant’s Separation from Service.



(A) Death. This Article A-2 addresses the survivor benefit or death benefit (in each case, if any) underthis Plan with respect to a Participant who incurs a Separation from Service due to his death on or after 1 January 2007.

(B) Disability. This Article A-2 addresses the Payment Date and the Plan Benefit of a Participant whoincurs a Separation from Service due to his Disability on or after 1 January 2007.

A-2.2 No Additional Rights Because of Death. No survivor or death benefit shall be payable to anyperson under this Article A-2 in respect of a Participant unless the Participant had a Vested Plan Benefit on the date of death.


(A) Survivor or Death Benefits to Unmarried Participants. If a Participant is not married to asurviving spouse:

(i) as of the date of his Separation from Service and (a) he is an active employee (i.e., has notincurred a Separation from Service) of the Company as of the date immediately preceding his Separation fromService and (b) such Separation from Service is by reason of the Participant’s death, no survivor benefit or deathbenefit with respect to such Participant’s Vested Plan Benefit, if any, shall be payable to any person and such PlanBenefit shall be forfeited as of the date of death; or

(ii) as of the date of his death and his Separation from Service occurs prior to the date of death, thesurvivor benefit or death benefit with respect to such Participant’s Vested Plan Benefit, if any, shall be payable tosuch Participant’s estate in accordance with the time and form of payment set forth in Section A-2.3(C).

(B) Separation From Service Due to Death.

(i) If an active Participant (i.e., a Participant who has not incurred a Separation from Service) who isRetirement Eligible incurs a Separation from Service due to his death and, as of the date of death, has been married to aSpouse for at least

A-3

one year immediately prior to the date of death, the surviving spouse shall be paid a single lump sum equal to 55% of theLump Sum payable to the Participant had the Participant Retired on the date of his death. Such Lump Sum shall becalculated using lump sum equivalency factors for a Single Life Annuity payable immediately based on the Participant’s ageat the date of death. Notwithstanding anything in Section A-1.1, A-1.2 or A-1.3 to the contrary regarding the time or form ofpayment, such lump sum distribution to the surviving spouse shall be made on the 15th day of the month following the monthin which the Participant dies.

(ii) If an active Participant who is not Retirement Eligible incurs a Separation from Service by reasonof his death and, as of the date of death, has been married to a Spouse for at least one year immediately prior to the date ofdeath, the surviving spouse shall be paid a single lump sum equal to 55% of the Lump Sum payable to the Participant had theParticipant lived until the earliest date on which he would be eligible for an unreduced benefit under the Salaried PensionPlan and then Retired. Such lump sum payable to the surviving spouse shall be calculated using the lump sum equivalencyfactors for a Lump Sum which is actuarially equivalent to a deferred Single Life Annuity payable on the earliest unreducedbenefits date under the Salaried Pension Plan had the Participant lived to Retire and based on the Participant’s age at the dateof death. The Lump Sum payable pursuant to this Section A-2.3(B)(ii) shall be paid on the 15th day of the month followingthe month in which the Participant dies, notwithstanding anything to the contrary in Section A-1.1, A-1.2 or A-1.3 regardingthe time or form of payment.

(C) Death After Separation from Service and Prior to Payment of Lump Sum. If a Participant diesafter his Separation from Service but prior to the receipt of the Lump Sum distribution, such Lump Sum shall be determinedand paid in accordance with Section A-1.2 or A-1.3, as applicable.


(A) Separation from Service on or After 1 January 2007. A Participant who incurs a Separation fromService due to a Disability on or after 1 January 2007 shall receive a distribution of his Plan Benefit in a Lump Sum paid inaccordance with Section A-1.2 or A-1.3. The Participant’s immediate Single Life Annuity, which is then converted into aLump Sum in accordance with Section 3.3, shall be determined in accordance with Section 3.2 as though the Participant(i) had remained employed with the Company until the first day of the calendar month following his or her 65th birthday,(ii) received pay, determined as of the end of the elimination period under the John Deere Long-Term Disability Plan forSalaried Employees, until the date in (i) above, and (iii) then incurred a Separation from Service with the Company.

(B) Separation From Service Prior to 1 January 2005. If a Participant incurred a Separation fromService due to Disability prior to 1 January 2005, is entitled to a Plan Benefit based in part on credit for service with theCompany after 31 December 2004 and, as of 1 January 2005, has not commenced payment of his Plan Benefit, such PlanBenefit shall be paid in a Lump Sum in accordance with Section A-

A-4

1.2 or A-1.3; provided however, that if the date specified for payment under Section A-1.2 or A-1.3 is prior to 30November 2007, such Lump Sum shall be paid on or before 30 November 2007. The amount of the Participant’s PlanBenefit shall be determined in accordance with Section 3.2 and Section A-2.4(A).

(C) The provisions of this Section A-2.4 shall be superseded by Section A-2.3 in the event that aParticipant’s death occurs prior to payment of his entire Plan Benefit.

A-2.5 Return to Work Following Disability. If a Participant who has commenced payment of his PlanBenefit returns to work with the Company following his Separation from Service due to Disability and is eligible to become aParticipant upon such return to work, such Participant shall begin accruing a new Plan Benefit. The determination of suchParticipant’s new Plan Benefit shall include the period beginning on the date of such Participant’s initial Separation fromService and ending on his subsequent Separation from Service following his return to work. Upon such Participant’ssubsequent Separation from Service, the Participant’s new Plan Benefit shall equal his or her (i) Aggregate Plan Benefit, less(ii) the Lump Sum value of the Plan Benefit which the Participant previously received with interest credited from the date ofreceipt through the date of subsequent payment using the interest rate described in Section 3.3, and shall be paid to theParticipant in a Lump Sum in accordance with Section A-1.2 or A-1.3, as applicable, based on the date of such subsequentSeparation from Service. For purposes of this Section A-2.5, the Participant’s Aggregate Plan Benefit means the PlanBenefit the Participant would be entitled to receive had he or she remained continuously employed with the Company fromhis initial date of hire through the date of the Participant’s subsequent Separation from Service, recalculated pursuant toSection 3.2 based on all service with the Company and all compensation paid by the Company, solely to the extent that suchservice and compensation are considered under the Salaried Pension Plan.

B-1

APPENDIX B



B-1.2 Impact of Vacation. If a Participant’s Retirement occurs immediately prior to or during suchParticipant’s Vacation, then, solely for purposes of determining the amount of the Plan Benefit for a Participant, suchParticipant’s Separation from Service shall be determined in accordance with the Prior Plan and the Participant shall beeligible to accrue benefits in accordance with the Plan until such Separation from Service; provided, however, that solely forpurposes of this Section B-1.2, Vacation shall exclude any day of vacation not used by the Participant to extend his serviceunder the Salaried Pension Plan.


(A) Leave of Absence. If a Participant who has commenced payment of his Plan Benefit returns towork with the Company following his Separation from Service due to an approved Leave of Absence and is eligible tobecome a Participant upon such return to work, such Participant shall begin accruing a new Plan Benefit. Upon suchParticipant’s subsequent Separation from Service, the Participant’s new Plan Benefit shall equal his or her (i) Aggregate PlanBenefit, less (ii) the Plan Benefit which the Participant previously received with interest credited annually using the interestrate described in Section 3.3, and shall be paid to the Participant in a Lump Sum in accordance with Section A-1.2 or A-1.3,as applicable, based on the date of such subsequent Separation from Service. For purposes of this Section B-1.3, theParticipant’s Aggregate Plan Benefit means the Participant’s Plan Benefit determined as though the Participant had nevercommenced payment of his Plan Benefit upon the original Separation from Service, recalculated pursuant to Section 3.2based on all service with the Company and all compensation paid by the Company, solely to the extent that such service andcompensation are considered under the Salaried Pension Plan.

(B) Special Paid Leave of Absence. Solely for purposes of determining the amount of suchParticipant’s Vested Plan Benefit, a Participant who incurs a Separation from Service by reason of a Special Paid Leave ofAbsence shall receive a distribution of his Plan Benefit in a Lump Sum paid in accordance with Section A-1.3. TheParticipant’s immediate Single Life Annuity, which is then converted into a Lump Sum in accordance with Section 3.3, shallbe determined in accordance with Section 3.2 as though the Participant (i) had remained employed with the Company untilexpiration of such Participant’s Special Paid Leave

B-2

of Absence (ii) received pay, determined as of the date of the Participant’s commencement of the Special Paid Leave ofAbsence, until the date in (i) above, and (iii) then incurred a Separation from Service with the Company.

B-1.4 No Acceleration or Delay. The Administrator shall not accelerate or delay payment under the Planexcept to the extent that such acceleration or delay shall not cause any person to incur additional taxes, interest or penaltiesunder Section 409A (“Section 409A Compliance”).







“Annuity” means a Single Life Annuity or a Joint and Survivor Annuity.

“Committee” means the Company’s Pension Plan Oversight Committee.

“Disability” shall have the same meaning as under the Salaried Pension Plan or the John Deere Long-TermDisability Plan for Salaried Employees.

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“Joint and Survivor Annuity” shall have the meaning set forth in the Salaried Pension Plan.

“Lump Sum” means the actuarial equivalent of a Participant’s Plan Benefit payable in a single cash lumpsum on the Payment Date.

“Payment Date” means the date the Participant receives his Plan Benefit, in all cases in accordance with theapplicable provisions of the Plan.

“Plan Benefit” means, as of a given date, the total benefit payable under the Plan to a Participant, expressedas a Single Life Annuity in accordance with the rules of Section 3.2, commencing on the Participant’s NormalRetirement Date or Postponed Retirement Date, as applicable, that a Participant has accrued under the Plan.

“Prior Plan” means the terms of the Plan in effect immediately prior to 1 January 2005, as set forth in theCompany’s written documents, rules, practices and procedures applicable to this Plan.

“Retirement” or “Retire” means a Separation from Service by a Participant who is then RetirementEligible.

“Retirement Eligible” means eligible for a normal retirement benefit or an early retirement benefit withinthe meaning of the terms of the Salaried Pension Plan in effect as of 1 January 2007.

“Section 409A” means Section 409A of the Code and the applicable rulings and regulations promulgatedthereunder.

“Section 409A Compliance” has the meaning set forth in Section B-1.4.

“Separation from Service” means, with respect to a Participant, a separation from service within themeaning of the default rules of Section 409A; provided that:

for purposes of determining which entities are treated as a single “service recipient” with the Company, thephrase “at least 20 percent” shall be substituted for the phrase “at least 80 percent” each place it appears inSections 1563(a)(1), (2) and (3) of the Code and Section 1.414(c)-2 of the Treasury Regulations, aspermitted under Section 1.409A-1(h)(3) of the Treasury Regulations; and

a Participant absent from work due to Disability shall incur a Separation from Service 29 months after thedate on which the Participant was first Disabled.

“Single Life Annuity” means a Participant’s Plan Benefit payable in monthly installments over the life ofthe Participant, commencing as of the

B-4

Payment Date and ending with the payment due for the month in which the Participant dies, with no furtherpayments on his behalf after his death.

“Special Paid Leave of Absence” has the meaning set forth in the Deere & Company Policy for SpecialPaid Leave of Absence for Salaried Employees.

“Termination” means a Separation from Service by a Participant who is not Retirement Eligible.

“Vacation” means one or more days, as the case may be, of such vacation to which the Participant isentitled pursuant to the policies and practices of the Company then in effect and (i) as of the date of the Participant’sSeparation from Service, deferred from a prior anniversary year and unused as of such Separation from Service,(ii) earned in the current anniversary year and unused as of such Separation from Service and (iii) if a Participant’sVacation described in clause (i) or (ii) of this definition is used in the anniversary year following the anniversaryyear in which such Separation from Service occurs, earned in such following anniversary year, whether or not usedby the Participant.

“Vested Plan Benefit” means the portion of the Participant’s Plan Benefit that has vested in accordancewith Article 3.

Exhibit 10.5

JOHN DEERE

SENIOR SUPPLEMENTARY PENSION BENEFIT PLAN

AS AMENDED AND RESTATED EFFECTIVE: 1 NOVEMBER 1992

AMENDED MAY 1993 - EFFECTIVE 1 JULY 1993

AMENDED 8 DECEMBER 1993 - EFFECTIVE 1 JULY 1993

AMENDED 7 DECEMBER 1994

AMENDED MAY 1995 - EFFECTIVE 1 JANUARY 1995

AMENDED 4 DECEMBER 1996 - EFFECTIVE 1 JANUARY 1997

AMENDED 26 MAY 1999 – EFFECTIVE 26 MAY 1999

AMENDED 19 JULY 1999 – EFFECTIVE 1 JULY 1999

AMENDED 12 JANUARY 2000 - EFFECTIVE 1 JANUARY 2000

AMENDED 31 JULY 2000 -EFFECTIVE 1 JANUARY 2000

AMENDED: 29 JANUARY 2002 - EFFECTIVE: 1 JANUARY 2002

AMENDED: 1 DECEMBER 2005 – EFFECTIVE: 1 JANUARY 2005

AMENDED: 13 DECEMBER 2007 – Effective: 1 January 2007

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JOHN DEERESENIOR SUPPLEMENTARY PENSION BENEFIT PLAN

TABLE OF CONTENTS

Article Page

I. ESTABLISHMENT, PURPOSE AND CONSTRUCTION


II. PARTICIPATION

2.1 Eligibility to Participate 32.2 Effect of Transfer 3

III. SUPPLEMENTARY BENEFITS

3.1 Eligibility for Benefit 43.2 Amount of Benefit 43.3 Form of Payment and Commencement Date 43.4 Death Prior to Receipt of Lump Sum 53.5 Qualified Domestic Relations Order 6

IV. ADMINISTRATION OF PLAN

4.1 Administration 74.2 Amendment, Modification or Termination 7

V. MISCELLANEOUS

5.1 Employment Rights 95.2 Applicable Law 95.3 Non-Alienation 95.4 Withholding of Taxes 95.5 Funding and Rights Against Assets 95.6 Effect on Other Benefit Plans 9

ii

APPENDIX AArticle A-1 APPLICATION; PAYMENT OF PLAN BENEFIT AFTER 2006 A-1

A-1.1 Application of this Article A-1A-1.2 Retirement During Calendar Year 2007 or Later A-1A-1.3 Termination During Calendar Year 2005 or Later A-1A-1.4 Termination Prior to 1 January 2005 A-1A-1.5 One-Time Lump Sum. A-1

Article A-2 DEATH and DISABILITY BENEFITS A-2A-2.1 Application of Article A-2 A-2A-2.2 No Additional Rights Because of Death A-2A-2.3 Rules Based on Timing of Death A-3A-2.4 Separation from Service Due to Disability A-3A-2.5 Return to Work Following Disability A-4

APPENDIX BArticle B-1 MISCELLANEOUS PROVISIONS B-1

B-1.1 Application of this Article B-1B-1.2 Impact of Vacation B-1B-1.3 Impact of Leave of Absence and Special Paid Leave of Absence B-1B-1.4 No Acceleration or Delay B-2

Article B-2 AMENDMENT AND TERMINATION B-2B-2.1 Amendment and Termination B-2B-2.2 Plan Benefit in the Event of Termination B-2

Article B-3 DEFINITIONS B-2B-3.1 Section References B-2B-3.2 Terms Defined B-2

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JOHN DEERE SENIOR SUPPLEMENTARYPENSION BENEFIT PLAN

Article I. Establishment, Purpose and Construction

1.1 Establishment. Effective 1 November 1985, Deere & Company established the John Deere SupplementaryPension Benefit Plan (the “Former Plan”) for the benefit of the salaried employees on its United States payroll andthe salaried employees of its United States subsidiaries or affiliates that chose to adopt the John Deere PensionPlan for Salaried Employees (“Salaried Pension Plan”). Deere & Company and its United States subsidiaries andaffiliates that have adopted the Salaried Pension Plan (jointly the “Company”) are also deemed to have adoptedthe Former Plan. The Company amended and restated the Former Plan, and divided it into two separate plans,effective 1 November 1992. This John Deere Senior Supplementary Pension Benefit Plan (the “Plan”) is one ofthe two plans which replaced the Former Plan. Effective as of 1 January 2007, the Plan is amended pursuant toSection 409A of the Code, as set forth in Appendices A and B, which form part of the Plan. Amendments to thePlan adopted in 2006 and 2007 are intended to align Plan provisions with prior operational changes and avoid theimposition or any Participant of taxes and interest pursuant to Section 409A of the Code.

1.2 Purpose. The Company maintains a defined benefit pension plan, known as the Salaried Pension Plan, which isintended to be a qualified defined benefit pension plan which meets the requirements of Section 401(a) of theInternal Revenue Code of 1986 (“Code”). Section 401(a)(17) of the Code limits the amount of compensation paidto a participant in a qualified defined benefit pension plan which may be taken into account in determiningbenefits under such a plan. Section 415 of the Code limits the benefit which may be paid under a qualifieddefined benefit pension plan. This Plan is intended to provide benefits which, when combined with the benefitactually payable under the Salaried Pension Plan, are reasonably comparable to the benefits which participants inthe Salaried Pension Plan would have received under such plan if there were no limitations imposed by Sections401(a)(17) and 415 of the Code. This Plan is intended to qualify as an unfunded deferred compensation plan for aselect group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3),and 401(a)(1) 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 Planwho were receiving benefits under the Former Plan as of 31 October 1992, and who are eligible employees asdefined in Section 2.1 below, shall receive the same benefit payments under this Plan as they were receiving underthe Former Plan as of 31 October 1992. Participants

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in the Former Plan who were not receiving benefits as of 31 October 1992, and who are eligible employees asdefined in Section 2.1 below, shall have no further rights under the Former Plan, but shall be entitled to benefits,if any, only under the terms of this Plan. The Plan Year shall be the twelve-month period beginning on 1November 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 of the Company asdescribed in Section 2.1 below who (i) become eligible to receive benefit payments hereunder on or after 1November 1992 or (ii) were receiving benefit payments under the Former Plan as of 31 October 1992.

Notwithstanding any provision of this Plan to the contrary, the provisions of Appendices A and B shall apply topayment of benefits on or after 31 December 2006 and such appendices shall supersede the other provisions ofthe Plan to the extent necessary to eliminate inconsistencies between such Appendices and such other provisionsof the Plan.

1.5 Construction. Unless the context clearly indicates otherwise or unless specifically defined herein, all operativeterms used in this Plan shall have the meanings specified in the Salaried Pension Plan and words in the masculinegender shall be deemed to include the feminine and neuter genders and the singular shall be deemed to includethe 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 suchemployee) whose retirement benefit upon termination from employment or death under such plan is reduced byapplication of Article I, Section 14, of the Salaried Pension Plan (or any other provision of the Salaried PensionPlan which limits benefits under the plan as required by Section 415 of the Code) or the limitation on the amountof annual compensation used for determining benefits under the Salaried Pension Plan contained in Article III,Section 2, Paragraph C or Section 2.1, Paragraph B of such plan (or any other provision which limitscompensation used in determining benefits under the Salaried Pension Plan as required by Section 401(a)(17) ofthe Code) shall be eligible to participate in this Plan if the compensation used in any year to calculate theemployee’s benefit under the Salaried Pension Plan is equal to or greater than the maximum amount ofcompensation which can be taken into account under Section 401(a)(17) of the Code for purposes of determiningsuch employee’s benefit under the Salaried Pension Plan.

2.2 Effect of Transfer. An employee who is a participant in this Plan and who ceases to be an eligible employee asdescribed in Section 2.1 above shall cease to be a participant in this Plan upon such employee ceasing to be aneligible employee and shall thereafter be eligible to participate in the John Deere ERISA Supplementary PensionBenefit Plan, provided that such employee continues as a salaried employee on the United States payroll of theCompany.

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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 sucheligible employee’s employment with the Company terminates by reason of death or retirement, includingdeferred 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 bywhich (A) exceeds (B) where:

(A) equals the amount of an employee’s monthly pension benefit or survivor benefit payable under the terms ofthe Salaried Pension Plan as in effect on the date of the employee’s termination, retirement or death, butdetermined without regard to any limitation on such benefit imposed in order to comply with the limitationon benefits contained in Sections 401(a)(17) or 415 of the Code and based on the employee’s total salaryfrom the Company before the effect of any salary deferral or reduction resulting from an election by theemployee under any Company sponsored plan or program; but excluding any matching and/or growthfactor Company contributions and/or flexible credits provided by the Company under any such plan orprogram; and

(B) equals such employee’s actual monthly pension benefit or survivor benefit payable under the SalariedPension 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.

Notwithstanding the foregoing, effective 1 January 2007, an eligible employee pursuant to Section 3.1 aboveshall become entitled to the monthly retirement benefit described in this Section 3.2 upon his or her Separationfrom Service (as defined in Article B-3 of Appendix B); provided, however, that Section B-1.2, if applicable,shall apply in calculating the amount of the Participant’s benefit under the Plan, and the time and form ofpayment shall be determined in accordance with Appendix A.

3.3 Form of Payment and Commencement Date. The supplementary benefit payable under this Plan shall be payablein the same manner and form as the benefit paid to or with respect to an employee under the Salaried PensionPlan and shall automatically commence on or about the same date as payments under the Salaried Pension Planand shall continue as long as benefits are payable under the Salaried Pension Plan.

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Alternatively, the participant may elect to receive a lump sum payment for all or a portion (in 10% incrementsfrom 10% to 90%) of the Retirement benefits payable under this Plan including the 55% joint and survivorannuity with a flat 11% load, adjusted for service accrued through 30 June 1993, or 31 December 1993 in thecase of the employees of John Deere Credit Company, John Deere Health Care, Inc., or John Deere InsuranceGroup. Written notice of the participant’s election to receive a lump sum payment shall be irrevocable, andmust be received by the Company within the twelve (12) months prior to payment, but in no event subsequent tothe participant’s date of retirement. The lump sum payment shall be made to participant twelve (12) monthsafter receipt of notice by the Company but in no event prior to the participant’s retirement.

Effective beginning 1 January 2002 and thereafter, the lump sum will be calculated using an interest rate assumptionequal to the average yield in September of the preceding Plan Year on 30-year Treasury Constant Maturities (aspublished in October by the Internal Revenue Service) and the mortality table shall be based upon a fixed blend of50% male mortality rates and 50% female mortality rates from the Group Annuity Reserving Table (“GAR”), as setforth in Revenue Ruling 2001-62, in effect at the beginning of the plan year in which payment is made. The ageused in the calculation will be the age of the Participant.

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 theCompany pursuant to Section 3.3 of Participant’s irrevocable election to receive a lump sum payment, but beforethe expiration of twelve (12) months after receipt by the Company of such election, a surviving spouse of theParticipant who is eligible for a survivor benefit under the Salaried Pension Plan will receive a lump sumsurvivor’s benefit under this Plan. The 55% surviving spouse lump sum benefit will be payable no earlier thantwelve (12) months following receipt of notice by the Company of the deceased Participant’s irrevocable electionbut not before the first day of the month following eligibility for a surviving spouse benefit under the SalariedPension Plan.

If a retired Participant or a Participant on Permanent and Total Disability subsequently retires under NormalRetirement and dies after receipt of notice by the Company pursuant to Section 3.3 election to receive a lumpsum payment, but before the expiration of twelve (12) months after receipt by the Company of such election, asurviving spouse of the Participant who is eligible for a survivor benefit under the Salaried Pension Plan willreceive the Participant’s full lump sum benefit under Section 3.3 of this Plan. In the event the retired Participantis unmarried at the date of death or the surviving spouse of the deceased Participant is not eligible for survivorbenefits under the

6

Salaried Pension 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 theCompany 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 DomesticRelations Order, the Alternate Payee must take distribution as a single lump sum payment within 180 days followingthe Participant’s retirement under the Plan.

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Article IV. Administration of Plan

4.1 Administration. This Plan shall be administered by the Company (the “Administrator”). The Administrator shallhave the power to construe and interpret this Plan, decide all 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 PlanOversight Committee of the Board may at any time amend or modify this Plan in their sole discretion, Inaddition, the Deere & Company Management Compensation Committee (“Compensation Committee”) shallhave 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 inchanges 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 thelaws or regulations applicable to the Plan; or

c. in the Compensation Committee’s judgment are necessary or advisable to implement provisions conformingto 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 milliondollars per amendment or modification during the first full fiscal year that such changes are effective for thePlan; 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 thencurrently being paid to any employee or surviving spouse of any former employee without such person’sconsent. The power to terminate this Plan shall be reserved to the Board of Directors of Deere & Company. Theprocedure for amendment or modification of the Plan by either the Board of Directors, or, to the extent soauthorized, the Pension Plan Oversight Committee, as the case may be, shall consist of: the lawful adoption of awritten amendment or modification to the Plan by majority vote at a validly held meeting or by unanimouswritten consent, followed by the filing of such duly adopted amendment or modification by the Secretary withthe

8

official records of the Company. If a subsidiary or affiliate of Deere & Company that has adopted this Planceases to be a subsidiary or affiliate, the participation in this Plan by the employees of such subsidiary or affiliateshall terminate, and no employees of such former affiliate or subsidiary shall accrue or be entitled to a benefitunder 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).

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ARTICLE V. Miscellaneous

5.1 Employment Rights. Nothing under this Plan shall be construed to give any employee the right to continue inemployment 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 inaccordance with the applicable provisions of ERISA. To the extent not governed by ERISA, this Plan shall begoverned 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 SalariedEmployees, 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 chargethe same shall be null and void. No right or benefit under this Plan shall in any manner be liable for or subject tothe debts, contracts, liabilities or torts of the person entitled to such benefits except for such claims as may bemade by the Company.

5.4 Withholding of Taxes. The Company, or its designee, may withhold from any amounts credited to or from anypayment of benefits under this Plan any income, employment or other taxes required to be withheld, includingany 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 this Plan in cash from itsgeneral assets and benefits payable under this Plan shall not be funded through the use of a trust, insurancecontracts or otherwise. All expenses of administering this Plan shall also be borne by the Company. Neitherparticipating employees, nor their surviving spouses, shall have any interest whatsoever in any specific assets ofthe Company on account of any benefits payable under this Plan and their rights to receive such benefits shall beno 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 consideredcompensation for purposes of any qualified retirement plan maintained by the Company. The treatment of suchamounts under any other plan of the Company shall be determined under the provisions of such plan.

A-1

APPENDIX A


A-1.1 Application of this Article . Notwithstanding anything in the Plan to the contrary, therules applicable to payment of Plan Benefits for Participants who, as of 31 December 2006, have not commenced paymentare set forth in this Appendix A.


A-1.3 Termination During Calendar Year 2005 or Later. If a Participant incurs a Termination duringcalendar year 2005 or thereafter, his Vested Plan Benefit shall be distributed in the form of a Lump Sum with a Payment Datethat is the later of (a) 31 January 2007 and (b) the 15th day of the month following the date that is six months and one dayafter the date on which the Participant incurred a Termination. Such Lump Sum shall be calculated using lump sumequivalency factors for a lump sum which is actuarially equivalent to a deferred Single Life Annuity payable on the earliestdate the Participant would be eligible to receive unreduced benefits under the Salaried Pension Plan and based on theParticipant’s age on the date of payment.


A-1.5 One-Time Lump Sum. Effective 1 January 2008, Participants shall receive an amount equal to theinterest that would be credited on their Account for the period beginning on the date of Separation from Service and endingon the sixth-month anniversary thereof, determined by using an interest rate equal to the average yield in September of thepreceding Plan Year on 30-year Treasury Constant Maturities (as published in October by the Internal Revenue Service).This one-time lump sum payment shall be paid at the same time as the first distribution of the Participant’s Vested PlanBenefit under the Plan.

Participants who Separated from Service after 31 December 2004 and before 1 January 2008 shall alsoreceive a one-time lump sum cash payment equal to

A-2

the amount that such Participants would have been paid had the preceding paragraph been effective on the date of theirSeparation from Service, provided that the average yield in September 2007 on 30-year Treasury Constant Maturities (aspublished in October 2007 by the Internal Revenue Service) shall be used in determining the amount of such one-time lumpsum payment. This one-time lump sum payment shall be paid on or before 29 February 2008, but in no event earlier than thedate that is six months and one day after the date of the Participant’s Separation from Service.



(a) Death. This Article A-2 addresses the survivor benefit or death benefit (in each case, if any) under thisPlan with respect to a Participant who incurs a Separation from Service due to his death on or after 1 January 2007.

(b) Disability. This Article A-2 addresses the Payment Date and the Plan Benefit of a Participant who incurs aSeparation from Service due to his Disability on or after 1 January 2007.

A-2.2 No Additional Rights Because of Death. No Vesting Solely as a Result of Death. No survivor or deathbenefit shall be payable to any person under this Article A-2 in respect of a Participant unless the Participant had a VestedPlan Benefit on the date of death.


(a) Survivor or Death Benefits to Unmarried Participants. If a Participant is not married to a surviving spouse:

(1) as of the date of his Separation from Service and (i) he is an active employee (i.e., has notincurred a Separation from Service) of the Company as of the date immediately preceding his Separation from Service and(ii) such Separation from Service is by reason of the Participant’s death, no survivor benefit or death benefit with respect tosuch Participant’s Vested Plan Benefit, if any, shall be payable to any person and such Plan Benefit shall be forfeited as ofthe date of death; or

(2) as of the date of his death and his Separation from Service occurs prior to the date ofdeath, the survivor benefit or death benefit with respect to such Participant’s Vested Plan Benefit, if any, shall be payable tosuch Participant’s estate in accordance with the time and form of payment set forth in Section A-2.3(c).

(b) Separation From Service Due to Death.

(1) If an active Participant (i.e., a Participant who has not incurred a Separation fromService) who is Retirement Eligible incurs a Separation from

A-3

Service due to his death and, as of the date of death, has been married to a Spouse for at least one year immediately prior tothe date of death, the Surviving Spouse shall be paid a single lump sum equal to 55% of the Lump Sum payable to theParticipant had the Participant Retired on the date of his death. Such Lump Sum shall be calculated using lump sumequivalency factors for a Single Life Annuity payable immediately based on the Participant’s age at the date of death.Notwithstanding anything in Section A-1.1, A-1.2 or A-1.3 to the contrary regarding the time or form of payment, such lumpsum distribution to the Surviving Spouse shall be made on the 15th day of the month following the month in which theParticipant dies.

(2) If an active Participant who is not Retirement Eligible incurs a Separation from Serviceby reason of his death and, as of the date of death, has been married to a Spouse for at least one year immediately prior to thedate of death, the Surviving Spouse shall be paid a single lump sum equal to 55% of the Lump Sum payable to the Participanthad the Participant lived until the earliest date on which he would be eligible for an unreduced benefit under the SalariedPension Plan and then Retired. Such lump sum payable to the Surviving Spouse shall be calculated using the lump sumequivalency factors for a Lump Sum which is actuarially equivalent to a deferred Single Life Annuity payable on the earliestunreduced benefits date under the Salaried Pension Plan had the Participant lived to Retire and based on the Participant’s ageat the date of death. The Lump Sum payable pursuant to this Section A-2.3(b)(2) shall be paid on the 15th day of the monthfollowing the month in which the Participant dies, notwithstanding anything to the contrary in Section A-1.1, A-1.2 or A-1.3regarding the time or form of payment.

(c) Death After Separation from Service and Prior to Payment of Lump Sum. If a Participant dies after hisSeparation from Service but prior to the receipt of the Lump Sum distribution, such Lump Sum shall be determined and paidin accordance with Section A-1.2 or A-1.3, as applicable.


(a) Separation from Service on or After 1 January 2007. A Participant who incurs a Separation from Servicedue to a Disability on or after 1 January 2007 shall receive a distribution of his Plan Benefit in a Lump Sum paid inaccordance with Section A-1.2 or A-1.3. The Participant’s immediate Single Life Annuity, which is then converted into aLump Sum in accordance with Section 3.3, shall be determined in accordance with Section 3.2 as though the Participant(i) had remained employed with the Company until the first day of the calendar month following his or her 65th birthday,(ii) received pay, determined as of the end of the elimination period under the John Deere Long Term Disability Plan forSalaried Employees, until the date in (i) above, and (iii) then incurred a Separation from Service with the Company.

(b) Separation From Service Prior to 1 January 2005. If a Participant incurred a Separation from Service dueto Disability prior to 1 January 2005, is entitled to a Plan Benefit based in part on credit for service with the Company after31 December 2004 and, as of 1 January 2005, has not commenced payment of his Plan

A-4

Benefit, such Plan Benefit shall be paid in a Lump Sum in accordance with Section A-1.2 or A-1.3; provided, however, that ifthe date specified for payment under Section A-1.2 or A-1.3 is prior to 30 November 2007, such Lump Sum shall be paid onor before 30 November 2007. The amount of the Participant’s Plan Benefit shall be determined in accordance withSection 3.2 and Section A-2.4(a).

(c) The provisions of this Section A-2.4 shall be superseded by Section A-2.3 in the event that aParticipant’s death occurs prior to payment of his entire Plan Benefit.

A-2.5 Return to Work Following Disability. If a Participant who has commenced payment of his PlanBenefit returns to work with the Company following his Separation from Service due to Disability and is eligible to become aParticipant upon such return to work, such Participant shall begin accruing a new Plan Benefit. The determination of suchParticipant’s new Plan Benefit shall include the period beginning on the date of such Participant’s initial Separation fromService and ending on his subsequent Separation from Service following his return to work. Upon such Participant’ssubsequent Separation from Service, the Participant’s new Plan Benefit shall equal his or her (i) Aggregate Plan Benefit, less(ii) the Lump Sum value of the Plan Benefit which the Participant previously received with interest credited from the date ofreceipt through the date of subsequent payment using the interest rate described in Section 3.3, and shall be paid to theParticipant in a Lump Sum in accordance with Section A-1.2 or A-1.3, as applicable, based on the date of such subsequentSeparation from Service. For purposes of this Section A-2.5, the Participant’s Aggregate Plan Benefit means the PlanBenefit the Participant would be entitled to receive had he or she remained continuously employed with the Company fromhis initial date of hire through the date of the Participant’s subsequent Separation from Service, recalculated pursuant toSection 3.2 based on all service with the Company and all compensation paid by the Company, solely to the extent that suchservice and compensation are considered under the Salaried Pension Plan.

B-1

APPENDIX B



B-1.2 Impact of Vacation. If a Participant’s Retirement occurs immediately prior to or during suchParticipant’s Vacation, then, solely for purposes of determining the amount of the Plan Benefit for a Participant, suchParticipant’s Separation from Service shall be determined in accordance with the Prior Plan and the Participant shall beeligible to accrue benefits in accordance with the Plan until such Separation from Service; provided, however, that solely forpurposes of this Section B-1.2, Vacation shall exclude any day of vacation not used by the Participant to extend his serviceunder the Salaried Pension Plan.


(a) Leave of Absence. If a Participant who has commenced payment of his Plan Benefit returns to work withthe Company following his Separation from Service due to an approved Leave of Absence and is eligible to become aParticipant upon such return to work, such Participant shall begin accruing a new Plan Benefit. Upon such Participant’ssubsequent Separation from Service, the Participant’s new Plan Benefit shall equal his or her (i) Aggregate Plan Benefit, less(ii) the Plan Benefit which the Participant previously received with interest credited annually using the interest rate describedin Section 3.3, and shall be paid to the Participant in a Lump Sum in accordance with Section A-1.2 or A-1.3, as applicable,based on the date of such subsequent Separation from Service. For purposes of this Section B-1.3, the Participant’sAggregate Plan Benefit means the Participant’s Plan Benefit determined as though the Participant had never commencedpayment of his Plan Benefit upon the original Separation from Service, recalculated pursuant to Section 3.2 based on allservice with the Company and all compensation paid by the Company, solely to the extent that such service andcompensation are considered under the Salaried Pension Plan.

(b) Special Paid Leave of Absence. Solely for purposes of determining the amount of such Participant’sVested Plan Benefit, a Participant who incurs a Separation from Service by reason of a Special Paid Leave of Absence shallreceive a distribution of his Plan Benefit in a Lump Sum paid in accordance with Section A-1.3. The Participant’s immediateSingle Life Annuity, which is then converted into a Lump Sum in accordance with Section 3.3, shall be determined inaccordance with Section 3.2 as though the Participant (i) had remained employed with the Company until the expiration ofsuch Participant’s Special Paid Leave of Absence, (ii) received pay, determined as of the date of the Participant’scommencement of the Special Paid Leave

B-2

of Absence, until the date in (i) above, and (iii) then incurred a Separation from Service with the Company.

B-1.4 No Acceleration or Delay. The Administrator shall not accelerate or delay payment under the Planexcept to the extent that such acceleration or delay shall not cause any person to incur additional taxes, interest or penaltiesunder Section 409A (“Section 409A Compliance”).







“Annuity” means a Single Life Annuity or a Joint and Survivor Annuity.

“Committee” means the Company’s Pension Plan Oversight Committee.

“Disability” shall have the same meaning as under the Salaried Pension Plan or the John Deere Long-TermDisability Plan for Salaried Employees.

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“Joint and Survivor Annuity” shall have the meaning set forth in the Salaried Pension Plan.

“Lump Sum” means the actuarial equivalent of a Participant’s Plan Benefit payable in a single cash lumpsum on the Payment Date.

“Payment Date” means the date the Participant receives his Plan Benefit, in all cases in accordance with theapplicable provisions of the Plan.

“Plan Benefit” means, as of a given date, the total benefit payable under the Plan to a Participant, expressedas a Single Life Annuity in accordance with the rules of Section 3.2, commencing on the Participant’s NormalRetirement Date or Postponed Retirement Date, as applicable, that a Participant has accrued under the Plan.

“Prior Plan” means the terms of the Plan in effect immediately prior to 1 January 2005, as set forth in theCompany’s written documents, rules, practices and procedures applicable to this Plan.

“Retirement” or “Retire” means a Separation from Service by a Participant who is then RetirementEligible.

“Retirement Eligible” means eligible for a normal retirement benefit or an early retirement benefit withinthe meaning of the terms of the Salaried Pension Plan in effect as of 1 January 2007.

“Section 409A” means Section 409A of the Code and the applicable rulings and regulations promulgatedthereunder.

“Section 409A Compliance” has the meaning set forth in Section B-1.4.

“Separation from Service” means, with respect to a Participant, a separation from service within themeaning of the default rules of Section 409A; provided that:

(1) for purposes of determining which entities are treated as a single “service recipient” withthe Company, the phrase “at least 20 percent” shall be substituted for the phrase “at least 80 percent” eachplace it appears in Sections 1563(a)(1), (2) and (3) of the Code and Section 1.414(c)-2 of the TreasuryRegulations, as permitted under Section 1.409A-1(h)(3) of the Treasury Regulations; and

(2) a Participant absent from work due to Disability shall incur a Separation from Service 29months after the date on which the Participant was first Disabled.

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“Single Life Annuity” means a Participant’s Plan Benefit payable in monthly installments over the life ofthe Participant, commencing as of the Payment Date and ending with the payment due for the month in which theParticipant dies, with no further payments on his behalf after his death.

“Special Paid Leave of Absence” has the meaning set forth in the Deere & Company Policy for SpecialPaid Leave of Absence for Salaried Employees.

“Termination” means a Separation from Service by a Participant who is not Retirement Eligible.

“Vacation” means one or more days, as the case may be, of such vacation to which the Participant isentitled pursuant to the policies and practices of the Company then in effect and (i) as of the date of the Participant’sSeparation from Service, deferred from a prior anniversary year and unused as of such Separation from Service,(ii) earned in the current anniversary year and unused as of such Separation from Service and (iii) if a Participant’sVacation described in clause (i) or (ii) of this definition is used in the anniversary year following the anniversaryyear in which such Separation from Service occurs, earned in such following anniversary year, whether or not usedby the Participant.

“Vested Plan Benefit” means the portion of the Participant’s Plan Benefit that has vested in accordancewith Article 3.

Exhibit 10.6

DEERE & COMPANY

NONEMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

EFFECTIVE DATE: 01 JANUARY 1997

REVISED: 26 MAY 1999AMENDED BY SUPPLEMENT: 30 AUGUST 2006

AMENDED: 29 NOVEMBER 2006AMENDED AND RESTATED 13 DECEMBER 2007: EFFECTIVE 1 JANUARY 2008

(For special rules applicable to deferrals after 2004 see the supplement beginning on page 12)

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DEERE & COMPANY

NONEMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

I. Purpose

The purposes of the Deere & Company Nonemployee Director Deferred Compensation Plan (“Plan”) are to attract and retainhighly qualified individuals to serve as Directors of Deere & Company (“Company”) and to relate Nonemployee Directors’interests more closely to the Company’s performance and its shareholders’ interests.

II. Eligibility

Each member of the Board of Directors (“Board”) of the Company who is not an employee of the Company or any of itssubsidiaries (“Nonemployee Director”) is eligible to participate in the Plan.

III. Definitions

(a) Committee. The Nominating Committee of the Board or any successor committee of the Board.

(b) Common Stock. The publicly traded $1 par value common stock of the Company or any successor.

(c) Compensation. Amounts payable for services as a Nonemployee Director, excluding reimbursedexpenses.

(d) Deferred Account. The bookkeeping account maintained for each participating Nonemployee Directorwhich will be credited with Deferred Amounts pursuant to the terms hereof.

(e) Deferred Amounts. All amounts credited to a Nonemployee Director’s Deferred Account pursuant to thePlan.

(f) Elective Deferrals. Compensation voluntarily deferred by a Nonemployee Director under the Plan after 31December 1996 (other than Lump-Sum Deferral defined below).

(g) Lump-Sum Deferral. A one-time lump-sum amount for each Nonemployee Director serving on 31December 1996, which amount is deferred under the Plan as described in Section V, below, as a result ofthe termination of the John Deere Pension Benefit Plan for Directors

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(“Retirement Plan”).

(h) Participant. A Nonemployee Director for whom a Lump-Sum Deferral occurs on theEffective Date, or who elects to participate in the Plan.

(i) Pre-1997 Elective Deferrals. Compensation deferred by a Nonemployee Director prior to 1 January 1997under the predecessor Directors’ Deferred Compensation Plan approved 30 January 1973, as amended fromtime to time.

(j) Secretary. The Secretary of the Company.

IV. Effective Date

The effective date of the Plan is 1 January 1997 (“Effective Date”).

V. Lump-Sum Deferral

As of the Effective Date, the Retirement Plan will be eliminated and the present value of the life annuity offered under theRetirement Plan for each Nonemployee Director who is both a participant in the Retirement Plan and a member of the Boardon the Effective Date will be deposited into the Deferred Account of such Nonemployee Director. The present value will bedetermined by using a discount factor which shall be the rate for 10-year treasury stripped bonds in effect as of 31December 1996 and by using the 1984 Unisex Pension Mortality tables published in the Pension Benefit GuarantyCorporation Regulation 2619, Appendix A.

VI. Elective Deferral

(a) Participants may elect to defer a part or all of their annual Compensation by making an irrevocable deferralelection in writing on a form provided by the Company and delivered to the Company not later than theCompany may direct. Elective Deferrals will become effective on the first day of the following calendarquarter, at which time they become irrevocable. Notwithstanding the preceding sentence, any person whofirst becomes a Nonemployee Director during a calendar quarter, may elect, before his or her term begins,to defer a part or all of his or her compensation that would otherwise be payable to him or her during theremainder of such calendar quarter and each succeeding calendar quarter until such election is modified orterminated as provided herein. A Participant may discontinue deferrals, or may change his or herinvestment choices, for future quarters by providing a written election delivered to the Company not laterthan the Company may direct. These changes will become

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effective on the first day of the following calendar quarter.

(b) If the amount of a Participant’s Compensation is changed, the deferral percentage and investmentalternative elections shall continue to be applied to the new Compensation amount after the change.

VII. Deferred Account

(a) The Company shall establish a separate Deferred Account for each Participant.

(b) Pre-1997 Elective Deferrals and the interest earned thereon shall be credited to the Deferred Account andwill continue to be invested in the interest-bearing investment alternative described below.

(c) Two investment alternatives will be available, as of the Effective Date: an interest-bearing alternative andan equity alternative denominated in units of Deere Common Stock. Additional investment alternativesmay be added by subsequent amendment of the Plan.

(d) At the time of Elective Deferral, Participants may direct their deferrals into either investment alternative, ora combination of the two, in increments of 5%.

(e) Deferred amounts credited into the interest-bearing investment alternative will be credited with interest atthe end of each calendar quarter at the interest rate identified in the U.S. Federal Reserve StatisticalRelease, “bank prime loan” rate for the second month of each calendar quarter, plus 2%.

(f) Deferred Amounts credited into the equity alternative shall be expressed and credited to each Participant’sDeferred Account in units (“Units”) determined as hereinafter provided. As of each date on whichDeferred Amounts are credited into the equity investment alternative, the Company shall credit to suchDeferred Account a number of Units and fractional Units, rounded to three decimal places, determined bydividing such Deferred Amounts by the Unit Value (as defined below) of one share of Common Stock.The “Unit Value” of one share of Common Stock shall be the closing price of the Common Stock on theNew York Stock Exchange on the date on which Deferred Amounts are credited to the Deferred Account ora payment is to be valued under Section VIII (b) below, as the case may be; or if there were no sales on thatday, then Unit Value shall be the closing price on the New York Stock Exchange Composite Tape on themost recent preceding day on which there were sales. The Lump-Sum Deferral shall be credited as of theEffective Date.

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(g) When dividends are paid with respect to the Company’s Common Stock, the Company shall calculate theamount which would have been payable on the Units in each Participant’s Deferred Account on eachdividend record date as if each Unit represented one issued and outstanding share of the Company’sCommon Stock. The applicable number of Units and fractional Units equal to the amount of suchdividends (based on the Unit Value of one share of the Company’s Common Stock on the dividendpayment date) shall be credited to each Participant’s Deferred Account. In the event of any capital stockadjustment to the Company’s Common Stock or other similar event, the number of Units or fractional Unitscredited to Deferred Accounts shall be adjusted to appropriately reflect such event.

(h) Participants credited with Units hereunder shall not have any voting rights in respect thereof.

VIII. Payment of Benefits

(a) The value of a Participant’s Deferred Account shall be payable solely in cash, either in (i) a lump sum, or(ii) in up to ten equal annual installments, in accordance with an election made by the Participant by writtennotice delivered to the Company prior to the calendar year in which payments are to be made or commence.Such payment or payments shall be made or commence, as the case may be, on the first business day of thecalendar year following the year of the termination of service as Director.

(b) Any lump sum payment shall be valued as of the end of the most recent calendar month prior to thepayment date. The amount of each installment payment shall be determined by dividing the aggregatevalue credited to the Participant’s Deferred Account (as of the end of the most recent calendar month priorto the payment date) by the remaining number of unpaid installments; provided, however, that theCommittee may, in its absolute discretion, approve any other method of determining the amount of eachinstallment payment in order to achieve approximately equal installment payments over the installmentperiod.

(c) The Company shall have the right to deduct from all payments under this Plan the amount necessary tosatisfy any Federal, state, or local withholding tax requirements.

(d) The Committee, at its sole discretion, may alter the timing or manner of payment of Deferred Amounts inthe event that the Participant establishes, to the satisfaction of the Board, severe financial hardship. In suchevent, the Committee may:

(1) provide that all or a portion of the amount previously deferred by

6

the Participant shall be paid immediately in a lump-sum cash payment;

(2) provide that all or a portion of the installments payable over a period of time shall be paidimmediately in a lump sum; or

(3) provide for such other installment payment schedules as it deems appropriate under thecircumstances.

It is expressly provided that the amount distributed shall not be in excess of that amount which is necessaryfor the Participant to meet the financial hardship. Severe financial hardship will be deemed to haveoccurred in the event of the Participant’s impending bankruptcy, the long and serious illness of Participantor a dependent, other events of similar magnitude, or the invalidation of a deferral election by the InternalRevenue Service. The Committee’s decision in passing on the severe financial hardship of the Participantand the manner in which, if at all, the payment of Deferred Amounts shall be altered or modified shall befinal, conclusive and not subject to appeal.

IX. Death of Participant

(a) In the event of the death of a Participant, any amounts remaining in the Deferred Accountwill be paid to the Participant’s designated beneficiary in accordance with the distributionchoices (e.g., lump sum or installments) elected by the Participant. These payments willcommence on the first business day of the calendar year following the Participant’s death.Amounts unpaid after the death of both the Participant and the designated beneficiarywill be paid in a lump sum to the executor or administrator of the estate of the last ofthem to die. In the event that a Participant had not properly filed a beneficiarydesignation with the Company prior to his or her death or, in the event a beneficiarypredeceases the Participant, any unpaid deferrals will be paid in a lump sum to theParticipant’s estate.

(b) No beneficiary hereunder shall have any right to assign, alienate, pledge, hypothecate,anticipate, or in any way create a lien upon any part of this Plan, nor shall the interest ofany beneficiary or any distributions due or accruing to such beneficiary be liable in anyway for the debts, defaults, or obligations of such beneficiary, whether such obligationsarise out of contract or tort.

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X. Change of Control

The following acceleration and valuation provisions shall apply in the event of a “Change of Control” or “Potential Changeof Control,” as defined in this Section X.

(a) In the event that:

(i) a “Change of Control” as defined in paragraph (b) of this Section X occurs; or

(ii) a “Potential Change of Control” as defined in paragraph (c) of this Section X occurs and theCommittee or the Board determines that the provisions of this paragraph (a) should be invoked;

then, unless otherwise determined by the Committee or the Board in writing prior to the occurrence of suchChange of Control, the value of all Units credited to a Participant’s Deferred Account shall be converted tocash based on the “Change of Control Price” (as defined in paragraph X(d)) and the aggregate amountcredited to the Participant’s Deferred Account under the Plan shall be paid in one lump-sum payment assoon as practicable following the date the Change of Control or Potential Change of Control occurs, but inno event more than 90 days after such date.

(b) For purposes of paragraph (a) of this Section X, a “Change of Control” means a change in control of anature that would be required to be reported in response to Schedule 14A of Regulation 14A promulgatedunder the Securities Exchange Act of 1934 (“Exchange Act”) whether or not the Company is then subjectto such reporting requirement, provided that, without limitation, such a Change of Control shall be deemedto have occurred if:

(i) any “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act), other than aParticipant in the Plan or group of Participants in the Plan, is or becomes the “beneficial owner”(as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of theCompany representing 30% or more of the combined voting power of the Company’s thenoutstanding securities;

(ii) during any period of two consecutive years, there shall cease to be a majority of the Boardcomprised as follows: individuals who at the beginning of such period constitute the Board andany new director(s) whose election by the Board or nomination for election by the Company’sstockholders was approved by a vote of at least

8

_ of the directors then still in office who either were directors at the beginning of the period orwhose election or nomination for election was previously so approved;

(iii) the shareholders of the Company approve a merger or consolidation of the Company with anyother company, other than a merger or consolidation which would result in the voting securities ofthe Company outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the surviving entity) at least 80% of thecombined voting power of the voting securities of the Company or such surviving entityoutstanding immediately after such merger ofconsolidation; or

(iv) the shareholders of the Company approve a plan of complete liquidation of the Company or anagreement for the sale or disposition by the Company of all or substantially all of the Company’sassets.

(c) For purposes of paragraph (a) of this Section X, a “Potential Change of Control” means the happening ofany of the following:

(i) the entering into an agreement by the Company (other than with a Participant in the Plan or groupof Participants in the Plan), the consummation of which would result in a Change of Control of theCompany as defined in paragraph (b) of this Section X; or

(ii) the acquisition of beneficial ownership, directly or indirectly, by any entity, person or group (otherthan a Participant or group of Participants, the Company or a majority owned subsidiary of theCompany, or any of the Company’s employee benefit plans including its trustee) of securities ofthe Company representing 5% or more of the combined voting power of the Company’soutstanding securities and the adoption by the Board of a resolution to the effect that a PotentialChange of Control of the Company has occurred for purposes of the Plan.

(d) For purposes of this Section X, “Change of Control Price” means the highest price per share of theCommon Stock paid in any transaction reported on the New York Stock Exchange Composite Tape, oroffered in any transaction related to a Potential or actual Change of Control of the Company at:

(i) the date the Change of Control occurs;

(ii) the date the Potential Change of Control is determined to have occurred; or

9

(iii) such other date as the Committee may determine before the Change of Control occurs, or before orat the time the Potential Change of Control is determined to have occurred or the Committee or theBoard determines that the provisions of paragraph X(a) shall be invoked, or at any time selectedby the Committee during the 60 day period preceding such date.

(e) Notwithstanding anything to the contrary in the Plan, in the event of a Change of Control (i) the Plan maynot be amended to reduce the formulas contained in paragraph VII(e) which determine the rate at whichamounts equivalent to interest accrue with respect to cash amounts credited to a Participant’s DeferredAccount, including cash amounts attributable to the conversion of Units in a Participant’s DeferredAccount pursuant to paragraph X(a), and (ii) the successor Plan Administrator referred to in paragraphXI(d) shall determine the rates under the interest formulas contained in paragraph VII(e).

XI. Miscellaneous

(a) The right of a Participant to receive any amount credited to the Participant’s Deferred Account shall not betransferable or assignable by the Participant, in whole or in part, either directly or by operation of law orotherwise, including, but not by way of limitation, execution, levy, garnishment, attachment, pledge,bankruptcy, or in any other manner, and no right or interest established herein shall be liable for, or subjectto, any obligation or liability of the Participant, except by will or by the laws of descent and distribution.To the extent that any person acquires a right to receive any amount credited to a Participant’s DeferredAccount hereunder, such right shall be no greater than that of an unsecured general creditor of theCompany. Except as expressly provided herein, any person having an interest in any amount credited to aParticipant’s Deferred Account under the Plan shall not be entitled to payment until the date the amount isdue and payable. No person shall be entitled to anticipate any payment by assignment, alienation, sale,pledge, encumbrance or transfer in any form or manner prior to actual or constructive receipt thereof.

(b) The amounts credited to the Deferred Account shall constitute an unsecured claim against the general fundsof the Company. The Company shall not be required to reserve or otherwise set aside funds or shares ofCommon Stock for the payment of its obligations hereunder. The Plan is unfunded, and the Company willmake Plan benefit payments solely from the general assets of the Company as benefit payments come duefrom time to time.

10

(c) Except as herein provided, this Plan shall be binding upon the parties hereto, their designated beneficiaries,heirs, executors, administrators, successors (including but not limited to successors resulting from anycorporate merger, purchase, consolidation or otherwise of all or substantially all of the business or assets ofthe Company) or assigns.

(d) In the event of a Change in Control, the Committee shall interpret the Plan and make all determinations,construe any ambiguity, supply any omission, and reconcile any inconsistency, deemed necessary ordesirable for the Plan’s implementation. The determination of the Committee shall be conclusive. TheCommittee may obtain such advice or assistance as it deems appropriate from persons not serving on theCommittee. The Secretary or other appropriate officer of the Company shall, in the event of any Change inControl, name as successor Plan Administrator any person or entity (including, without limitation, a bankor trust company). Following a Change in Control, the successor Plan Administrator shall interpret thePlan and make all determinations deemed necessary or desirable for the Plan’s implementation. Thedetermination of the successor Plan Administrator shall be conclusive. The Company shall provide thesuccessor Plan Administrator with such records and information as are necessary for the properadministration of the Plan. The successor Plan Administrator shall rely on such records and otherinformation as the successor Plan Administrator shall in its judgment deem necessary or appropriate indetermining the eligibility of a Participant and the amount payable to a Participant under the Plan.

(e) The Board, upon recommendation of the Committee, may at any time amend or terminate the Planprovided that no amendment or termination shall impair the rights of a Participant with respect to amountsthen credited to the Participant’s Deferred Account, except with his or her consent.

(f) Each Participant will receive a quarterly statement indicating the amounts credited to the Participant’sDeferred Account as of the end of the preceding calendar quarter.

(g) If adjustments are made to outstanding shares of Common Stock as a result of stock dividends, stock splits,recapitalizations, reorganizations, mergers, consolidations and other changes in the corporate structure ofthe Company affecting the Common Stock, an appropriate adjustment shall also be made in the number andtype of Units credited to the Participant’s Deferred Account to prevent dilution or enlargement of rights.The Committee’s or Board’s determination as to what adjustments shall be made, and the extent thereof,shall be final.

(h) This Plan and all elections hereunder shall be construed in accordance with and governed by the laws of theState of Illinois.

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(i) Except where otherwise indicated by the context, any term used herein connoting gender also shall includeboth the masculine and feminine; the plural shall include the singular, and the singular shall include theplural.

(j) In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality orinvalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as ifthe illegal or invalid provision had not been included.

(k) Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate anyNonemployee Director for reelection by the Company’s shareholders, or rights to any benefits notspecifically provided by the Plan.

(l) The crediting of Units and the payment of cash under the Plan shall be subject to all applicable laws, rules,and regulations, and to such approvals by any governmental agencies as may be required.

(m) The Company may impose such other restrictions on any Units credited pursuant to the Plan as it maydeem advisable including, without limitation, restrictions intended to achieve compliance with theSecurities Act of 1933, as amended, Section 16 of the Securities Exchange Act of 1934, as amended, withthe requirements of any stock exchange upon which Common Stock is listed, and with any blue sky orother securities laws applicable to such Units.

(n) With respect to any Participants subject to Section 16 of the Securities Exchange Act, transactions underthe Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors. To theextent any provision of the Plan or action by the Board fails to so comply, it shall be deemed null and voidto the extent permitted by law and deemed advisable by the Board.

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SUPPLEMENT TODEERE & COMPANY

NONEMPLOYEE DIRECTOR DEFERRED COMPENSATION PLANAPPLICABLE TO AMOUNTS DEFERRED AFTER DECEMBER 31, 2004

The following provisions will apply only to amounts deferred under the Plan after December 31, 2004 and not to amountsdeferred under the Plan that were both earned and vested before January 1, 2005. Amounts deferredunder the Plan prior to January 1, 2005 will be subject to the terms of the Plan without regard to thissupplement. Except to the extent amended hereby, the terms of the Plan shall continue to apply toamounts deferred pursuant to the Plan.

1. The following definitions are added to Section III (Definitions).

(a) Change in Control Event. A change in ownership, a change in effective control, or a change in theownership of a substantial portion of the assets of the Company within the meaning of the defaultrules under Section 409A.

(l) Section 409A. Section 409A of the Internal Revenue Code and the regulations and other guidancethereunder.

(m) Separation from Service. With respect to a Participant, a separation from service as a director orindependent contractor within the meaning of the default rules of Section 409A.

(n) Unforeseeable Emergency. A severe financial hardship to the Participant resulting from (i) an illness oraccident of the Participant or his spouse, dependent (within the meaning of Section 152 of the InternalRevenue Code, but without giving effect to Section 152(b)(1), (b)(2) and (d)(1)(B) (“Dependent”)) orbeneficiary, (ii) the loss of the Participant’s property due to casualty (including the need to rebuild a homefollowing damage to a home not otherwise covered by insurance, for example, not as a result of a naturaldisaster), (iii) the imminent foreclosure of or eviction from the Participant’s primary residence, (iv) theneed to pay for medical expenses, including non-refundable deductibles, as well as for the costs ofprescription drug medication, (v) the need to pay for the funeral expenses of a spouse, Dependent orbeneficiary, or (vi) other similar extraordinary and unforeseeable circumstances arising as a result of eventsbeyond the control of the Participant. The purchase of a primary residence and thepayment of college tuition shall not constitute Unforeseeable Emergencies.

2. Subsections (a) through (j) of Section III (Definitions) are renumbered as subsections

13

(b) through (k).

3. Section VI(a) (Elective Deferral) is restated in its entirety as follows:

(a) Participants may elect to defer a part or all of their annual Compensation by making an irrevocable deferralelection in writing on a form provided by the Company and delivered to the Company not later than the lastday of the calendar year preceding the calendar year in which the deferrals are to commence, at which timethe deferral election becomes irrevocable. Notwithstanding the preceding sentence, any person who firstbecomes a Nonemployee Director during a calendar year, may elect, before or within 30 days after his orher term begins, to defer a part or all of his or her compensation that would otherwise be payable to him orher during the remainder of such calendar year and each succeeding calendar year until such election ismodified or terminated as provided herein, except that no such election shall be available to aNonemployee Director if prior to becoming eligible to participate in the Plan, the Nonemployee Directorwas eligible to participate in any other arrangement of the Company or its subsidiaries or affiliates that isan “elective account balance” plan (as such term is defined for purposes of Section 409A) for directors orindependent contractors, other than a separation pay arrangement. A Participant may discontinue ormodify deferrals, or may change his or her investment choices, for future calendar years by providing anirrevocable written election delivered to the Company not later than the close of the calendar yearpreceding the calendar year in which the changes are to commence. These changes will become effectiveon the first day of the following calendar year.

4. Section VIII (Payment of Benefits) is restated in its entirety as follows:

(a) The value of a Participant’s Deferred Account attributable to amounts deferred in respect of any calendaryear (including related investment returns) shall be payable solely in cash, either in (i) a lump sum, or (ii) inup to ten equal annual installments, in accordance with an election made by the Participant by writtennotice delivered to the Company prior to the calendar year for which the services to the Company arerendered. Such payment or payments shall be made or commence, as the case may be, on the first businessday of the calendar year following the year of the Participant’s Separation from Service.

(b) Notwithstanding anything else herein to the contrary, to the extent that a Participant is a “specified employee”within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as determined under theCompany’s established methodology for determining specified employees, on the date on which the Participantincurs a Separation from Service, no distribution upon Separation from Service (including upon retirement orother

14

termination) may be made before the first business day of the first calendar quarter that begins at least six(6) months after such Participant’s date of Separation from Service, or, if earlier, the date of the Participant’sdeath, and any distribution that would be made but for application of this provision shall instead be aggregatedwith, and paid together with, the first distribution scheduled to be made after the end of such delay period (or, ifearlier, the date of the Participant’s death).

(c) Any lump sum payment shall be valued as of the end of the most recent calendar month prior to thepayment date. The amount of each installment payment shall be determined by dividing the aggregatevalue credited to the Participant’s Deferred Account (as of the end of the most recent calendar month priorto the payment date) by the remaining number of unpaid installments.

(d) The Company shall have the right to deduct from all payments under this Plan the amount necessary tosatisfy any Federal, state, or local withholding tax requirements.

(e) The Committee, at its sole discretion, may alter the timing or manner of payment of Deferred Amounts inthe event that the Participant establishes, to the satisfaction of the Board, that there has occurred anUnforeseeable Emergency. In such event, the Committee may:

(i) provide that all or a portion of the amount previously deferred by the Participant shall be paidimmediately in a lump-sum cash payment; or

(ii) provide that all or a portion of the installments payable over a period of time shall be paidimmediately in a lump sum.

It is expressly provided that, as determined under regulations of the Secretary of the United StatesTreasury, the amount distributed shall not be in excess of that amount which is reasonably necessary tosatisfy the Unforeseeable Emergency (which may include amounts necessary to pay taxes reasonablyanticipated as a result of such distribution(s)), after taking into account the extent to which such hardship isor may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation ofthe Participant’s assets to the extent liquidation of such assets would not cause severe financial hardship, orby cessation of deferrals under the Plan. If a Participant requests and receives a distribution on account ofUnforeseeable Emergency, the Participant’s deferrals under the Plan shall cease and his election under thePlan shall be canceled. Any new deferral election following cancellation of a prior deferral election due toUnforeseeable Emergency shall be subject to the timing requirements of Section VI and Section 409A.

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The Committee’s decision in passing on the occurrence of an Unforeseeable Emergency for the Participantand the manner in which, if at all, the payment of Deferred Amounts shall be altered or modified shall befinal, conclusive and not subject to appeal.

(f) Notwithstanding anything to the contrary herein, this Plan does not permit the acceleration of the time orschedule of any distribution under the Plan, except as would not result in the imposition on any person ofadditional taxes, penalties or interest under Section 409A.

5. Subsection (a) of Section IX (Death of Participant) is restated in its entirety as follows:

(a) In the event of the death of a Participant, any amounts remaining in the Deferred Account will be paid to theParticipant’s designated beneficiary in a single lump sum on the first business day of the calendar year followingthe Participant’s death. In the event that a Participant had not properly filed a beneficiary designation with theCompany prior to his or her death, or if the beneficiary dies prior to the payment date set forth in the precedingsentence, the balance of the Participant’s Deferred Account will be paid to his or her estate on such payment date.

6. Section X (Change in Control) is restated in its entirety as follows:

The following acceleration and valuation provisions shall apply in the event of a Change in Control Event.

(a) In the event that a Change in Control Event occurs, then the value of all Units credited to a Participant’s DeferredAccount shall be converted to cash, determined by multiplying the number of Units credited to the Participant’sDeferred Account on the date of the Change in Control Event by the “Change in Control Price” (as defined inparagraph X(b)), and the aggregate amount credited to the Participant’s Deferred Account under the Plan shall bepaid in one lump-sum payment as soon as practicable following the date the Change in Control Event occurs, butin no event more than 90 days after such date.

(b) For purposes of this Section X, “Change in Control Price” means the closing selling price of a share of CommonStock on the date the Change in Control Event occurs, or if there are no sales on the date the Change in ControlEvent occurs, the closing selling price of a share of Common Stock on the trading day immediately preceding thedate the Change in Control Event occurs, in either case as reported on the composite tape for securities listed onthe NYSE, or such other national securities exchange as may be designated by the Committee.

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(c) Notwithstanding anything to the contrary in the Plan, in the event of a Change in Control Event (i) the Plan maynot be amended to reduce the formulas contained in paragraph VII(e), which determine the rate at which amountsequivalent to interest accrue with respect to cash amounts credited to a Participant’s Deferred Account, includingcash amounts attributable to the conversion of Units in a Participant’s Deferred Account pursuant to paragraphX(a), and (ii) the successor Plan Administrator referred to in paragraph XI(d) shall determine the rates under theinterest formulas contained in paragraph VII(e).

7. Subsection XI(b) (Miscellaneous) is amended by adding the following after the initial sentence thereof:

“No Participant or beneficiary shall have any interest whatsoever in any specific asset of the Company.

8. Subsection XI(d) (Miscellaneous) is amended by replacing each occurrence of the term “Change in Control” with “Change inControl Event”.

9. Subsection XI(e) (Miscellaneous) is amended by adding thereto:

“If the Plan is terminated, the balance of the Participant’s Deferred Account shall be paid in accordance with normal timeand form of payment specified hereunder, provided that the Committee, in its discretion and in full and completesettlement of the Company’s obligations under this Plan, may cause the Company to distribute the full amount of aParticipant’s Deferred Account to the Participant in a single lump sum to the extent that such distribution may be effectedin a manner that will not result in the imposition on any person of additional taxes, penalties or interest underSection 409A.

Notwithstanding any provision in this Plan to the contrary, the Board, the Committee or the Vice President of HumanResources of the Company shall have the unilateral right to amend or modify the Plan to the extent the Board, theCommittee or the Vice President of Human Resources of the Company deems such action to be necessary or advisable toavoid the imposition on any person of adverse or unintended tax consequences under Section 409A, includingrecognition of income in respect of any benefits under this Plan before such benefits are paid or the imposition ofadditional taxes, penalties or interest. Any determinations made by the Board, the Committee or the Vice President ofHuman Resources of the Company in this regard shall be final, conclusive and binding on all persons.”

Exhibit 10.7

DEERE & COMPANY

VOLUNTARY DEFERRED COMPENSATION PLAN

Adopted 28 August 1985Amended 11 December 1986

Amended 26 May 1993 – Effective 1 July 1993Amended 7 December 1994 – Effective 1 January 1995Amended 4 December 1996 – Effective 1 January 1997

Amended 26 August 1998Amended by Supplement 30 August 2006

Amended and Restated 13 December 2007 – Effective 1 January 2008

(For special rules applicable to deferrals after 2004see the supplement beginning on page 9)

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TABLE OF CONTENTS

PAGE

SECTION 1. ESTABLISHMENT AND PURPOSE

1.1 Establishment 11.2 Purpose 1

SECTION 2. DEFINITIONS

2.1 Definitions 12.2 Gender and Number 2

SECTION 3. ELIGIBILITY FOR PARTICIPATION

3.1 Eligibility 2

SECTION 4. ELECTION TO DEFER

4.1 Deferral Amount 24.2 Deferral Period and Payment Method 34.3 Irrevocable Elections 4

SECTION 5. DEFERRED ACCOUNTS

5.1 Participant Accounts 45.2 Growth Additions 45.3 Effect on other Company Benefits 45.4 Charges Against Accounts 45.5 Contractual Obligation 45.6 Unsecured Interest 5

SECTION 6. PAYMENT OF DEFERRED AMOUNTS

6.1 Payment of Deferred Amounts 56.2 Financial Hardship 5

SECTION 7. BENEFICIARY

7.1 Beneficiary 5

SECTION 8. RIGHTS OF EMPLOYEES, PARTICIPANTS

8.1 Employment 68.2 Nontransferability 6

SECTION 9. ADMINISTRATION

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TABLE OF CONTENTS PAGE

9.1 Administration 6

SECTION 10. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN

10.1 Amendment, Modification and Termination of the Plan 7

SECTION 11. MERGER OR CONSOLIDATION

11.1 Merger or Consolidation 7

SECTION 12. REQUIREMENTS OF LAW

12.1 Requirements of Law 712.2 Governing Law 7

SECTION 13. WITHHOLDING TAXES

13.1 Withholding Taxes 8

SECTION 14. EFFECTIVE DATE OF THE PLAN

14.1 Effective Date 8

SUPPLEMENT APPLICABLE TO DEFERRALS AFTER 2004 13

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DEERE & COMPANY

VOLUNTARY DEFERRED COMPENSATION PLAN

Section 1. Establishment and Purpose

1.1 Establishment. Deere & Company, a Delaware corporation, hereby establishes effective as ofNovember 1, 1985, a deferred compensation plan for executives as described herein, which shall be known as the DEERE &COMPANY VOLUNTARY DEFERRED COMPENSATION PLAN (hereinafter called the “Plan”).

1.2 Purpose. The purpose of this Plan is to provide a means whereby cash incentive awards, includingperformance bonus, cash bonus and profit sharing awards, or any other compensation determined by the Committee to besubject hereto, and base salary payable by the Company to key personnel may be deferred for a specified period.

Section 2. Definitions

2.1 Definitions. Whenever used hereinafter, the following terms shall have the meaning set forthbelow:

(a) “Board” means the Board of Directors of the Company.

(b) “Committee” means the Board Committee on Compensation of the Board.

(c) “Company” means DEERE & COMPANY, a Delaware corporation.

(d) “Employee” means a regular salaried key employee (including officers and directors who are alsoemployees) of the Company or its Subsidiaries, or any branch or division thereof.

(e) “Participant” means an Employee designated by the Committee to participate in this Plan.

(f) “Subsidiary” means any corporation, a majority of the total combined voting power of all classes of stockof which is directly or indirectly owned by the Company.

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(g) “Fiscal Year” means the 12-month period beginning November 1 and ending October 31.

2.2 Gender and Number. Except when otherwise indicated by the context, any masculine terminologywhen used in the Plan shall also include the feminine gender, and the definition of any term herein in the singular shall alsoinclude the plural.

Section 3. Eligibility for Participation

3.1 Eligibility. Participation in the Plan shall be limited to those Employees of the Company or anySubsidiary who are key to the Company’s growth and success and who are designated as Participants by the Committee. Inthe event an Employee no longer meets the requirements for Participation in this Plan, he shall become an inactiveParticipant, retaining all the rights described under this Plan, except the right to make any further deferrals, until the time thathe again becomes an active Participant.

Section 4. Election to Defer

4.1 Deferral Amount.

(a) Any Participant may elect to defer any part (in 5% increments up to 95%) of an award to be paid under theprovisions of the John Deere Performance Bonus Plan. Such election must be made in writing prior to thebeginning of the Fiscal Year upon which the award is based. Notwithstanding the Participant’s election,enough of the award must be paid in cash to cover all withholding taxes. If not, the Company shall beauthorized to reduce the Participant’s elected deferral in 5% increments until the withholding taxes arecovered.

(b) Any Participant may elect to defer any part (in 5% increments up to 95%) of base salary. Such electionmust be made in writing prior to the beginning of the calendar quarter in which the deferrals are tocommence and shall remain in effect for all remaining calendar quarters of the calendar year. The deferralpercent may be increased in subsequent calendar quarters, but may not be decreased. Notwithstanding theParticipant’s election, enough salary must be paid in cash to cover all withholding taxes and Participantpayroll elections, such as health care premiums, Deere PAC, United Way, Optional Life Insurance, etc. Ifnot, the Company shall be authorized to reduce the Participant’s elected deferral in 5% increments until thewithholding taxes and the Participant’s payroll elections are covered, and the reduced deferral percent shallremain in effect until the beginning of the next calendar quarter, at which

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time it shall revert to the Participant’s stated deferral percent subject to the same reduction potential.

Notwithstanding amounts elected by the Participant for deferral from the John Deere Performance Bonus Planaward, the total deferred portion shall not be less than $1,000 in any given calendar year. In the event the totaldeferred amount is less than $1,000, it shall be paid pursuant to the normal payout schedule for the John DeerePerformance Bonus Plan.

Amounts of less than $1,000 per calendar quarter shall not be deferred from salary.

(c) Any Participant may elect to defer any part (in 5% increments up to 95%) of a Bonus Award to be paid incash under the provisions of the John Deere Equity Incentive Plan and any other cash incentive award thatis authorized by the Committee to be deferred pursuant hereto. Such election must be in writing prior tothe beginning of the calendar year in which such award would otherwise become payable. Notwithstandingthe Participant’s election, enough of the award must be paid in cash to cover all withholding taxes. If not,the Company shall be authorized to reduce the Participant’s elected deferral in 5% increments until thewithholding taxes are covered.

4.2 Deferral Period and Payment Method. If the Participant defers any amount pursuant toSection 4.1, the Participant shall also designate the period and payment method for the deferral in the election. Payments ofthe deferral amounts, plus any growth additions thereon, shall be made on the date or dates specified by the Participant in theelection. However, if death, total and permanent disability, or termination (other than retirement) occurs before retirement,all remaining deferrals plus any growth additions, shall be distributed as a single lump sum payment in January of thecalendar year following the date of such death, disability or termination.

In all other cases, the distribution must begin on a date specified by the Participant in the election (whether the distribution isscheduled to begin before or after the date of retirement) but no later than ten years following the dateof retirement. The Participant may elect to have distribution made in up to ten annual installmentsfrom the date distribution is to begin, but such distribution must be completed within ten yearsfollowing retirement.

If the Participant wishes to designate a distribution after retirement, the Participant may designate in the election that distributionshall begin at retirement or begin at a specified point in time, or during a specified month, followingthe date of retirement, (Example #1: Distribution to begin three months after retirement. Example #2:Distribution to begin the January of the year following retirement.)

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4.3 Irrevocable Elections. The elections in Sections 4.1 and 4.2 are irrevocable and may not bemodified or terminated by the Participant or his beneficiary.

Section 5. Deferred Accounts

5.1 Participant Accounts. The Company shall establish and maintain a bookkeeping account for eachParticipant, to be credited as of the date the cash incentive award or salary is actually deferred. While the John DeerePerformance Bonus Plan or John Deere Equity Incentive Plan deferral will be credited to the Participant’s account whendeferred as stated above, it will not begin earning growth additions, under Section 5.2, until the first day of the succeedingcalendar quarter following the date of deferral.

5.2 Growth Additions. Each Participant’s account shall be credited on the first day of each calendarquarter with a growth addition computed on the balance in the account as of the last day of the immediately precedingquarter. The growth addition shall be equal to said account balance multiplied by a growth increment. The method fordetermining the growth increment shall be determined from time to time by the Committee. The method of determining thegrowth increment, as stated on the election form, that is in effect on the first date a growth addition is added to a Participant’saccount will remain in effect for that deferral until that entire deferral, and growth additions attributable to it, have beendistributed for a given deferral.

5.3 Effect on other Company Benefits. Salary, cash incentive awards or bonus deferred pursuant toSection 4.1 of this Plan shall not decrease in any way benefits provided under any other Company sponsored benefit plan. Inthe event deferrals under this Plan decrease benefits payable under any qualified retirement plan or limit deferrals under anyqualified defined contribution plan, such decrease or limit shall be restored by immediate participation in the John DeereSupplementary Pension Plan or the Defined Contribution Restoration Plan.

5.4 Charges Against Accounts. There shall be charged against each Participant’s account anypayments made to the Participant or to his beneficiary in accordance with Section 6 hereof.

5.5 Contractual Obligation. It is intended that the Company is under a contractual obligation to makepayments from a Participant’s account when due. Account balances shall not be financed through a trust fund or insurancecontracts or otherwise unless owned by the Company. Payment of account balances shall be made out of the general funds ofthe Company.

5.6 Unsecured Interest. No Participant or beneficiary shall have any interest whatsoever in anyspecific asset of the Company. To the extent that any person

5

acquires a right to receive payments under this Plan, such right shall be no greater than the right of any unsecured generalcreditor of the Company.

Section 6. Payment of Deferred Amounts

6.1 Payment of Deferred Amounts. Payment of a Participant’s deferred salary, or cash incentiveaward plus accumulated growth additions attributable thereto, shall be paid in a lump sum or in approximately equal annualinstallments, in the manner elected by the Participant under Sections 4.1 and 4.2 of this Plan.

6.2 Financial Hardship. The Committee, at its sole discretion, may alter the timing or manner ofpayment of deferred amounts in the event that the Participant establishes, to the satisfaction of the Board, severe financialhardship. In such event, the Committee may:

(a) provide that all or a portion of the amount previously deferred by the Participant shall be paid immediatelyin a lump sum cash payment,

(b) provide that all or a portion of the installments payable over a period of time shall be paid immediately in alump sum, or

(c) provide for such other installment payment schedules as it deems appropriate under the circumstances,

as long as the amount distributed shall not be in excess of that amount which is necessary for the Participant to meet the financialhardship.

Severe financial hardship will be deemed to have occurred in the event of the Participant’s impending bankruptcy, a dependent’slong and serious illness, other events of similar magnitude or the invalidation of a deferral election bythe Internal Revenue Service. The Committee’s decision in passing on the severe financial hardshipof the Participant and the manner in which, if at all, the payment of deferred amounts shall be alteredor modified shall be final, conclusive and not subject to appeal.

Section 7. Beneficiary

7.1 Beneficiary. A Participant may designate a beneficiary or beneficiaries who, upon his death, areto receive the distributions that otherwise would have been paid to him. All designations shall be in writing and shall beeffective only if and when delivered to the Secretary of the Company during the lifetime of the Participant. If a Participantdesignates a beneficiary without providing in the designation that the beneficiary must be living at the time of suchdistribution, the designation shall vest in the beneficiary all of the distributions whether payable

6

before or after the beneficiary’s death, and any distributions remaining upon the beneficiary’s death shall be made to thebeneficiary’s estate.

A Participant may from time to time during his lifetime change his beneficiary or beneficiaries by a written instrument deliveredto the Secretary of the Company. In the event a Participant shall not designate a beneficiary orbeneficiaries pursuant to this Section, or if for any reason such designation shall be ineffective, inwhole or in part, the distribution that otherwise would have been paid to such Participant shall be paidto his estate and in such event, the term “beneficiary” shall include his estate.

Section 8. Rights of Employees, Participants

8.1 Employment. Nothing in this Plan shall interfere with or limit in any way the right of theCompany or any of its Subsidiaries to terminate any Employee’s or Participant’s employment at any time, nor confer uponany Employee or Participant any right to continue in the employ of the Company or any of its Subsidiaries.

8.2 Nontransferability. No right or interest of any Participant in this Plan shall be assignable ortransferable, or subject to any lien, directly, by operation of law, or otherwise, including execution, levy, garnishment,attachment, pledge and bankruptcy. In the event of a Participant’s death, payment of any amounts due under this Plan shallbe made to the Participant’s designated beneficiary, or in the absence of such designation, to the Participant’s estate.

Section 9. Administration

9.1 Administration. The Committee shall be responsible for the administration of the Plan. TheCommittee is authorized to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan,provide for conditions and assurances deemed necessary or advisable to protect the interest of the Company, and to make allother determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to theexpress provisions of the Plan. The Committee shall determine, within the limits of the express provisions of the Plan, theEmployees to whom, and the time or times at which, participation shall be extended, and the amount which may be deferred.In making such determinations, the Committee may take into account the nature of the services rendered by such Employeesor classes of Employees, their present and potential contributions to the Company’s or its Subsidiaries’ success and suchother factors as the Committee in its discretion shall deem relevant. The determination of the Committee, interpretation orother action made or taken pursuant to the provisions of the Plan, shall be final and shall be binding and conclusive for allpurposes and upon all persons.

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Section 10. Amendment, Modification and Termination of the Plan

10.1 Amendment, Modification and Termination of the Plan. The Committee, at any time mayterminate, and at any time and from time to time and in any respect, may amend or modify the Plan, provided, however, thatno such action of the Committee, without approval of the Participant, may adversely affect in any way any amounts alreadydeferred pursuant to Section 4.1 of this Plan.

Section 11. Merger or Consolidation

11.1 Merger or Consolidation. If the Company shall be involved in a dissolution, liquidation, merger,or consolidation in which the Company and its Subsidiaries are not the surviving corporation, the Committee may:

(a) terminate the Plan, and all amounts deferred, plus interest additions shall become immediately payable infull, not withstanding any other provisions to the contrary, or

(b) permit the Plan to continue, making any necessary adjustments or modifications to reflect any impact of thedissolution, liquidation, merger, or consolidation, as determined by the Committee.

Amounts calculated under either (a) or (b) above shall be paid in full as soon as practicable following any termination of the Plan.

Section 12. Requirements of Law

12.1 Requirements of Law. The payment of cash pursuant to this Plan shall be subject to all applicablelaws, rules, and regulations, and shall not be made except upon approval of proper government agencies as may be required.

12.2 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance withand governed by the laws of the State of Illinois.

Section 13. Withholding Taxes

13.1 Withholding Taxes. The Company shall have the right to deduct from all payments under thisPlan an amount necessary to satisfy any Federal, state, or local withholding tax requirements.

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Section 14. Effective Date of the Plan

14.1 Effective Date. The Plan shall become effective as of November 1, 1985.

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SUPPLEMENT TODEERE & COMPANY

VOLUNTARY DEFERRED COMPENSATION PLANAPPLICABLE TO AMOUNTS DEFERRED AFTER DECEMBER 31, 2004

The following provisions will apply only to amounts deferred under the Plan after December 31, 2004 and not to amountsdeferred under the Plan that were both earned and vested before January 1, 2005. Amounts deferred under the Plan prior toJanuary 1, 2005 will be subject to the terms of the Plan without regard to this supplement. Except to the extent amendedhereby, the terms of the Plan shall continue to apply to amounts deferred pursuant to the Plan.

1. The following definitions are added to Section 2 (Definitions).

2.1(b) “Change in Control Event” means a change in ownership, a change in effective control, or a change in theownership of a substantial portion of the assets of the Company within the meaning of the default rules underSection 409A.

2.1(e) “Disability” means a participant is unable to engage in any substantial gainful activity by reason of anymedically determinable physical or mental impairment which can be expected to result in death or can beexpected to last for a continuous period of not less than 12 months or is, by reason of any medicallydeterminable physical or mental impairment which can be expected to result in death or can be expected to lastfor a continuous period of not less than 12 months, receiving income replacement benefits for a period of notless than 3 months under a disability or an accident and health plan covering employees of the Company.

2.1(i) “Retirement” means a Separation from Service by a Participant who is then eligible for a normal retirementbenefit or an early retirement benefit within the meaning of the terms of the John Deere Pension Plan forSalaried Employees in effect as of 1 January 2007.

2.1(j) “Section 409A” means Section 409A of the Internal Revenue Code and the regulations and other guidancethereunder.

2.1(k) “Section 409A Compliance” shall have the meaning ascribed to such term in Section 8.3.

2.1(l) “Separation from Service” means, with respect to a Participant, a separation from service within the meaning ofthe default rules of Section 409A; provided that for purposes of determining which entities are treated as asingle “service recipient” with the Company, the phrase “at least 20 percent” shall be substituted for the phrase“at least 80 percent” each place it appears in Sections 1563(a)(1), (2) and (3) of the Code and Section 1.414(c)-2of the

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Treasury Regulations, as permitted under Section 1.409A-1(h)(3) of the Treasury Regulations

2.1(n) “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from (i) an illness oraccident of the Participant or his spouse, dependent (within the meaning of Section 152 of the Code, but withoutgiving effect to Section 152(b)(1), (b)(2) and (d)(1)(B) (“Dependent”)) or beneficiary, (ii) the loss of theParticipant’s property due to casualty (including the need to rebuild a home following damage to a home nototherwise covered by insurance, for example, not as a result of a natural disaster), (iii) the imminent foreclosureof or eviction from the Participant’s primary residence, (iv) the need to pay for medical expenses, includingnon-refundable deductibles, as well as for the costs of prescription drug medication, (v) the need to pay for thefuneral expenses of a spouse, Dependent or beneficiary, or (vi) other similar extraordinary and unforeseeablecircumstances arising as a result of events beyond the control of the Participant. The purchase of a primaryresidence and the payment of college tuition shall not constitute Unforeseeable Emergencies.

2. Subsections 2.1(b) and (c) are renumbered as 2.1(c) and (d), respectively.

3. Subsection 2.1(d) is renumbered as 2.1(f).

4. Subsection 2.1(e) is renumbered as 2.1(h).

5. Subsection 2.1(f) is renumbered as 2.1(m).

6. Section 4 (Election to Defer) is restated in its entirety as follows:

4.1 Deferral Amount

(a) Any Participant may elect to defer any part (in 5% increments up to 95%) of an award to be paidunder the provisions of the John Deere Short-Term Incentive Bonus Plan. Such election must bemade in writing prior to the beginning of the Fiscal Year upon which the award is based.Notwithstanding the Participant’s election, enough of the award must be paid in cash to cover allwithholding taxes. If not, the Company shall be authorized to reduce the Participant’s elected deferralin such amount as is necessary to satisfy all applicable withholding taxes.

(b) Any Participant may elect to defer any part (in 5% increments up to 70%) of base salary. Suchelection must be made in writing prior to the beginning of the calendar year in which the deferrals areto commence and shall remain in effect for the remainder of the calendar year. Notwithstanding theParticipant’s election, enough salary must be paid in cash to cover all withholding taxes. If not, theCompany shall be authorized to reduce the Participant’s elected

11

deferral in such amount as is necessary to satisfy all applicable withholding taxes, and the reduceddeferral percent shall remain in effect until the beginning of the next pay period, at which time it shallrevert to the Participant’s stated deferral percent subject to the same reduction potential.

(c) Any Participant may elect to defer any part (in 5% increments up to 95%) of any other cash incentiveaward that is authorized by the Committee to be deferred pursuant hereto. Such election must be inwriting (i) in the case of non-performance-based compensation or compensation for servicesperformed for less than 12 months, not later than the close of the Participant’s taxable year precedingthe taxable year in which services related to the award are performed; or (ii) in the case ofperformance-based compensation (as determined by the Committee pursuant to Section 409A) basedon services performed over a period of at least 12 months, prior to the close of the Fiscal Yearimmediately preceding the calendar year of payment but in no event later than 6 months before theend of the performance period. Notwithstanding the Participant’s election, enough of the award mustbe paid in cash to cover all withholding taxes. If not, the Company shall be authorized to reduce theParticipant’s elected deferral in such amount as is necessary to satisfy all applicable withholding taxes.

4.2 Deferral Period and Payment Method. If the Participant defers any amount pursuant to Section 4.1, theParticipant shall also designate the period and payment method for the deferral in the election. The Participantmay elect to have distribution made in a lump sum or in up to ten annual installments, provided that thepayments must in either case be completed within ten years following the year of Retirement. Payments of thedeferral amounts, plus any growth additions thereon, shall commence on the first business day of the calendarquarter specified by the Participant in the election; provided, however, that if the Participant elects for thedistribution to begin after Retirement, payment of the deferral amounts, plus any growth additions thereon, shallcommence on the first business day of the third or later calendar quarter (as elected by the Participant)following the calendar quarter of Retirement.

Notwithstanding the Participant’s deferral election, if death, Disability or Separation from Service occurs beforeRetirement, all remaining deferrals plus any growth additions, shall be distributed as a single lump sumpayment in January of the calendar year following the date of such death, Disability or Separation fromService. Additionally, no distribution upon Separation from Service (including upon Retirement or othertermination but excluding upon Disability or death) may be made before the first business day of the firstcalendar quarter that begins at least six (6) months after such Participant’s date of Separation from Service, or,if earlier, the date of the

12

Participant’s death, and any distribution that would be made but for application of this provision shall insteadbe aggregated with, and paid together with, the first distribution scheduled to be made after the end of such six-month period (or, if earlier, the date of the Participant’s death).

4.3 Irrevocable Elections. The elections in Sections 4.1 and 4.2 shall become irrevocable on the day prior to thebeginning of the Fiscal Year or calendar year, as applicable, and may not be modified or terminated thereafterby the Participant or his beneficiary.

7. Subsection 5.1 (Deferred Accounts - Participant Accounts) is amended by changing the phrase “John DeereEquity Incentive Plan” to “John Deere Mid-Term Incentive Bonus Plan”.

8. Subsection 6.2 (Payment of Deferred Amounts - Unforeseeable Emergency) is restated in its entirety as follows:

6.2 Unforeseeable Emergency. The Committee, at its sole discretion, may alter the timing or manner of payment ofdeferred amounts in the event that the Participant establishes, to the satisfaction of the Committee, theoccurrence of an Unforeseeable Emergency. In such event, the Committee may:

(a) provide that all or a portion of the amount previously deferred by the Participant shall be paidimmediately in a lump sum cash payment, or

(b) provide that all or a portion of the installments payable over a period of time shall be paid immediatelyin a lump sum,

as long as, as determined under regulations of the Secretary of the United States Treasury, the amountdistributed shall not be in excess of that amount which is reasonably necessary to satisfy the UnforeseeableEmergency (which may include amounts necessary to pay taxes reasonably anticipated as a result of suchdistribution(s)), after taking into account the extent to which such hardship is or may be relieved throughreimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s assets to theextent liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals underthe Plan and any other plan that would be aggregated with the Plan for purposes of Section 409A. If aParticipant requests and receives a distribution on account of Unforeseeable Emergency, the Participant’sdeferrals under the Plan shall cease and his elections under the Plan shall be canceled. Any new deferralelection following cancellation of a prior deferral election due to Unforeseeable Emergency shall be subject tothe timing requirements of Sections 4.1 and 4.2 and Section 409A.

The Committee’s decision in passing on the occurrence of an Unforeseeable Emergency for the Participant andthe manner in which, if at all, the payment of deferred amounts shall be altered or modified shall be final,conclusive

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and not subject to appeal.

9. Subsection 8.3 (Rights of Employees, Participants - No Acceleration of Distributions) is added as follows:

8.3 No Acceleration of Distributions. Notwithstanding anything to the contrary herein, this Plan does not permit theacceleration of the time or schedule of any distribution under the Plan, except as would not result in theimposition on any person of additional taxes, penalties or interest under Section 409A.

10. Section 10.1 (Amendment, Modification and Termination of the Plan) is amended by adding thereto:

“If the Plan is terminated, the Participant’s account shall be paid in accordance with time and form of payment otherwise specifiedhereunder, provided that the Board of Directors or the Committee, in its discretion and in full andcomplete settlement of the Company’s obligations under this Plan, may cause the Company todistribute the full amount of a Participant’s account to the Participant in a single lump sum to theextent that such distribution may be effected in a manner that will not result in the imposition on anyperson of additional taxes, penalties or interest under Section 409A.”

In addition, there is added immediately following Section 10.1 a new Section 10.2 (Section 409A Amendments) asfollows:

“10.2 Section 409A Amendments. Notwithstanding any provision in this Plan to the contrary the Board, the Committee or theVice President of Human Resources of the Company shall have the unilateral right to amend ormodify the Plan to the extent the Board, the Committee or the Vice President of Human Resources ofthe Company deems such action to be necessary or advisable to avoid the imposition on any person ofadverse or unintended tax consequences under Section 409A, including recognition of income inrespect of any benefits under this Plan before such benefits are paid or the imposition of additionaltaxes, penalties or interest. Any determinations made by the Board, the Committee, or the VicePresident of Human Resources of the Company under this Section 10.2 shall be final, conclusive andbinding on all persons.”

11. Section 11 (Merger or Consolidation) is restated in its entirety as follows:

Section 11. Change in Control

11.1 Change in Control. If the Company shall experience a Change in Control Event, the Committee may:

(a) terminate the Plan and all other plans of the same type that would be aggregated with the Plan underSection 409A within the twelve months following the Change in Control Event, and all amountsdeferred, plus interest additions shall be distributed in full as soon as

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practicable, but in no event later than twelve months, following the date the aggregated plans areterminated, notwithstanding any other provisions to the contrary; or

(b) permit the Plan to continue, making any necessary adjustments or modifications to reflect any impactof the Change in Control Event, as determined by the Committee; provided that such adjustments ormodifications do not result in the imposition on any person of additional taxes, penalties or interestunder Section 409A.

Exhibit 10.8

Personal & Confidential

Change in Control Agreementfor

Deere & Company

2008

Contents

Article 1. Establishment, Term, and Purpose 1

Article 2. Definitions 2

Article 3. Severance Benefits 6

Article 4. Form and Timing of Severance Benefits 9

Article 5. Excise Tax Equalization Payment 9

Article 6. The Company’s Payment Obligation 11

Article 7. Covenants of the Executive 12

Article 8. Legal Remedies 12

Article 9. Successors and Assignment 13

Article 10. Miscellaneous 13

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Deere & CompanyChange in Control Agreement

THIS AGREEMENT is made and entered into as of the day of , 2008, by and between Deere & Company(hereinafter referred to as the “Company”) and (hereinafter referred to as the “Executive”).

WHEREAS, the Board of Directors of the Company has approved the Company entering into change in controlagreements with certain key executives of the Company;

WHEREAS, the Executive is a key executive of the Company;

WHEREAS, should the possibility of a Change in Control of the Company arise, the Board believes it is imperative thatthe Company and the Board should be able to rely upon the Executive to continue in his position, and that the Companyshould be able to receive and rely upon the Executive’s advice, if requested, as to the best interests of the Company and itsshareholders without concern that the Executive might be distracted by the personal uncertainties and risks created by thepossibility of a Change in Control; and

WHEREAS, should the possibility of a Change in Control arise, in addition to his regular duties, the Executive may becalled upon to assist in the assessment of such possible Change in Control, advise management and the Board as to whethersuch Change in Control would be in the best interests of the Company and its shareholders, and to take such other actions asthe Board might determine to be appropriate.

NOW THEREFORE, to assure the Company that it will have the continued dedication of the Executive and theavailability of his advice and counsel notwithstanding the possibility, threat, or occurrence of a Change in Control of theCompany, and to induce the Executive to remain in the employ of the Company, and for other good and valuableconsideration, the Company and the Executive agree as follows:

Article 1. Establishment, Term, and Purpose

This Agreement will commence on the Effective Date and shall continue in effect for two (2) full years. However, atthe end of such two (2) year period and, if extended, at the end of each additional year thereafter, the term of this Agreementshall be extended automatically for one (1) additional year, unless the Committee delivers written notice six (6) months priorto the end of such term, or extended term, to the Executive, that the Agreement will not be extended. In such case, theAgreement will terminate at the end of the term, or extended term, then in progress. Provided, a notice that the Agreementwill not be extended shall not be given within six (6) months following a Potential Change in Control, and provided further,that in the event a Change in Control occurs during the original or any extended term, this Agreement will remain in effectfor the

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longer of: (i) twenty-four (24) months beyond the month in which such Change in Control occurred; or (ii) until allobligations of the Company hereunder have been fulfilled, and until all benefits required hereunder have been paid to theExecutive.

Article 2. Definitions

Whenever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaningis intended, the initial letter of the word is capitalized.

(a) “Base Salary” means the salary of record paid to the Executive as annual salary, excluding amounts receivedunder incentive or other bonus plans, whether or not deferred.

(b) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules andRegulations under the Exchange Act.

(c) “Beneficiary” means the persons or entities deemed designated by the Executive pursuant to Section 10.2herein.

(d) “Board” means the Board of Directors of the Company.

(e) “Bonus” means the greater of: (a) the arithmetic mean of the bonuses paid to the Executive pursuant to thePerformance Bonus Plan, or its successor plan as approved by the Committee, of the Company for the threecomplete fiscal years immediately preceding the Executive’s Effective Date of Termination; and (b) the targetbonus amount for the Executive for the fiscal year in which the Effective Date of Termination occurs. Forpurposes of this Agreement, the term “Bonus” shall not be deemed to include any payments made pursuant tothe Company’s Mid-Term Incentive Plan, or its successor plan.

(f) “Cause” means (a) the Executive’s willful and continued failure to substantially perform his duties with theCompany (other than any such failure resulting from Disability or occurring after issuance by the Executive of aNotice of Termination for Good Reason), after a written demand for substantial performance is delivered to theExecutive that specifically identifies the manner in which the Company believes that the Executive has willfullyfailed to substantially perform his duties, and after the Executive has failed to resume substantial performanceof his duties on a continuous basis within thirty (30) calendar days of receiving such demand; (b) theExecutive’s willfully engaging in conduct (other than conduct covered under (a) above) which is demonstrablyand materially injurious to the Company, monetarily or otherwise; or (c) the Executive’s having been convictedof a felony. For purposes of this subparagraph, no act, or failure to act, on the Executive’s

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part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith andwithout reasonable belief that the action or omission was in the best interests of the Company.

(g) “Change in Control” means a change in control of a nature that would be required to be reported in response toSchedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”)whether or not the Company is then subject to such reporting requirement, provided that, without limitation, such aChange in Control shall be deemed to have occurred if:

(i) any “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) (other than a Participant or groupof Participants, the Company or a subsidiary, any employee benefit plan of the Company including itstrustee, or any corporation or similar entity which becomes the Beneficial Owner of securities of theCompany in connection with a transaction excepted from the provisions of clause (iii) below) is or becomesthe “beneficial owner” (as defined in Rule 13(d-3) under the Exchange Act), directly or indirectly, ofsecurities of the Company (not including the securities beneficially owned or any securities acquired directlyfrom the Company) representing thirty percent (30%) or more of the combined Voting Power of theCompany’s then outstanding securities;

(ii) the following individuals shall cease to constitute a majority of the Board: individuals who on the EffectiveDate constitute the Board and any new director(s) whose appointment or election by the Board or nominationfor election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of thedirectors then still in office who either were directors on the Effective Date or whose appointment or electionor nomination for election was previously so approved but excluding, for this purpose, any such new directorwhose initial assumption of office occurs as a result of an actual or threatened election contest with respect tothe election or removal of directors or other actual or threatened solicitation of proxies or consents by or onbehalf of a person other than the Board;

(iii) there is consummated a merger, consolidation or similar business combination transaction of the Company(including, for the avoidance of doubt, any business combination structured as a forward or reverse triangularmerger involving any direct or indirect subsidiary of the Company) with any other company, other than amerger, consolidation or similar business combination transaction which would result in the voting securitiesof the Company outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the surviving entity or any parent thereof) at leastsixty percent (60%) of the combined Voting Power of the voting securities of the

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Company or such surviving entity or parent thereof outstanding immediately after such merger,consolidation or similar business combination transaction; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there isconsummated an agreement for the sale or disposition by the Company of all or substantially all of theCompany’s assets.

(h) “Code” means the United States Internal Revenue Code of 1986, as amended, and any successors thereto.

(i) “Committee” means the Board Committee on Compensation or any other committee appointed by the Board toperform the functions of the Compensation and Organization Committee.

(j) “Company” means Deere & Company, a Delaware corporation, or any successor thereto as provided inArticle 9 herein.

(k) “Date of Termination Share Price” means the average of the high and low prices per share paid in transactionsreported on the New York Stock Exchange Composite Tape at the Effective Date of Termination.

(l) “Disability” means complete and permanent inability by reason of illness or accident to perform the duties ofthe occupation at which the Executive was employed when such disability commenced.

(m) “Effective Date” means the date of this Agreement set forth above.

(n) “Effective Date of Termination” means the date on which a Qualifying Termination occurs which triggers thepayment of Severance Benefits hereunder.

(o) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

(p) “Good Reason” shall mean, without the Executive’s express written consent, the occurrence of any one or moreof the following:

(i) The assignment of the Executive to duties materially inconsistent with the Executive’s authorities,duties, responsibilities, and status (including offices and reporting requirements) as an employee of theCompany, or a reduction or alteration in the nature or status of the Executive’s authorities, duties, orresponsibilities from the greater of (i) those in effect on the Effective Date; (ii) those in effect duringthe fiscal

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year immediately preceding the year of the Change in Control; or (iii) those in effect immediatelypreceding the Change in Control;

(ii) The Company’s requiring the Executive to be based at a location which is at least fifty (50) milesfurther from the current primary residence than is such residence from the Company’s currentheadquarters, except for required travel on the Company’s business to an extent substantiallyconsistent with the Executive’s business obligations as of the Effective Date;

(iii) A reduction by the Company in the Executive’s Base Salary as in effect on the Effective Date or as thesame shall be increased from time to time;

(iv) A material reduction in the Executive’s level of participation in any of the Company’s short- and/orlong-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, orarrangements in which the Executive participates from the levels in place during the fiscal yearimmediately preceding the Change in Control; provided, however, that reductions in the levels ofparticipation in any such plans shall not be deemed to be “GoodReason” if the Executive’s reduced level of participation in each such program remains substantiallyconsistent with the average level of participation of other executives who have positions commensuratewith the Executive’s position;

(v) The failure of the Company to obtain a satisfactory agreement from any successor to the Company toassume and agree to perform this Agreement, as contemplated in Article 9 herein; or

(vi) Any termination of Executive’s employment by the Company that is not effected pursuant to a Noticeof Termination.

The existence of Good Reason shall not be affected by the Executive’s temporary incapacity due to physical ormental illness not constituting a Disability. The Executive’s Retirement shall constitute a waiver of theExecutive’s rights with respect to any circumstance constituting Good Reason. The Executive’s continuedemployment shall not constitute a waiver of the Executive’s rights with respect to any circumstance constitutingGood Reason.

(q) “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision inthis Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed toprovide a basis for termination of the Executive’s employment under the provision so indicated.

(r) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used inSections 13(d) and 14(d) thereof, including a “group” as provided in Section 13(d).

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(s) “Potential Change in Control” of the Company means the happening of any of the following:

(i) the entering into an agreement by the Company, the consummation of which would result in a Change of Controlof the Company as defined in paragraph (g) of this Article 2; or

(ii) the acquisition of beneficial ownership, directly or indirectly, by any entity, person or group (other than aParticipant or group of Participants, the Company or a subsidiary, or any employee benefit plan of the Companyincluding its trustee) of securities of the Company representing fifteen percent (15%) or more of the combinedvoting power of the Company’s outstanding securities and the adoption by the Board of Directors of a resolution tothe effect that a Potential Change of Control of the Company has occurred for purposes of the Plan.

(t) “Qualifying Termination” means any of the events described in Section 3.2 herein, the occurrence of whichtriggers the payment of Severance Benefits hereunder.

(u) “SEC” means the United States Securities and Exchange Commission.

(v) “Section 16 Grantee” means a person subject to potential liability with respect to equity securities of theCompany under Section 16(b) of the Exchange Act.

(w) “Severance Benefits” means the payment of severance compensation as provided in Section 3.3 herein.

(x) “Stock” means common stock of the Company, par value $1.00 per share.

(y) “Subsidiary” means any corporation or other entity of which ownership interests having ordinary Voting Powerto elect a majority of the board of directors or other persons performing similar functions are at the time directlyor indirectly owned by the Company.

(z) “Voting Power” of a corporation or other entity means the combined voting power of the then-outstandingvoting securities of such corporation or other entity entitled to vote generally in the election of directors.

Article 3. Severance Benefits

3.1 Right to Severance Benefits. The Executive shall be entitled to receive from the Company Severance Benefits,as described in Section 3.3 herein, if a Qualifying Termination of the Executive has occurred.

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The Executive shall not be entitled to receive Severance Benefits if he or she is terminated for Cause, or if hisemployment with the Company ends due to death or Disability or due to a voluntary termination of employment by theExecutive without Good Reason.

3.2 Qualifying Termination. The occurrence of any one or more of the following events shall trigger the payment ofSeverance Benefits to the Executive under this Agreement:

(a) An involuntary termination of the Executive’s employment by the Company for reasons other thanCause within six (6) months preceding or within twenty-four (24) calendar months following a Changein Control of the Company; any such involuntary termination shall be pursuant to a Notice ofTermination (specifying the Effective Date of Termination which shall be not less than five days fromthe date of the Notice of Termination) delivered to the Executive by the Company; or

(b) A voluntary termination by the Executive for Good Reason within twenty-four (24) calendar monthsfollowing a Change in Control of the Company pursuant to a Notice of Termination delivered to theCompany by the Executive.

3.3 Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits,as provided in Sections 3.1 and 3.2 herein, the Company shall pay to the Executive and provide him or her with all of thefollowing:

(a) An amount equal to three times the sum of the Executive’s Base Salary in effect at the Effective Date ofTermination (without regard to any decreases therein which constitute Good Reason) plus theExecutive’s Bonus.

(b) An amount equal to the Executive’s unpaid Base Salary, accrued vacation pay, and earned but not takenvacation pay through the Effective Date of Termination.

(c) An amount equal to the Executive’s Bonus multiplied by a fraction, the numerator of which is thenumber of days the Executive was employed by the Company in the then-existing fiscal year throughthe Effective Date of Termination, and the denominator of which is three hundred sixty-five (365) less,in the case of an Executive who began employment with the Company after the beginning of the fiscalyear, the number of days from the beginning of the fiscal year to the date the Executive commencedemployment with the Company.

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(d) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, anddisability insurance coverage for three full years after the Effective Date of Termination. These benefitsshall be provided to the Executive at the same premium cost, and at the same coverage level, as in effectas of the Executive’s Effective Date of Termination. However, in the event the premium cost and/orlevel of coverage shall change for all employees of the Company, or for management employees withrespect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executivein a corresponding manner.

The continuation of these welfare benefits shall be discontinued prior to the end of the three year periodto the extent the Executive has available substantially similar benefits at a comparable cost from asubsequent employer, as determined by the Committee.

(e) In a single payment an amount in cash equal to the excess of (i) the Supplemental Retirement Benefit(as defined below) had (x) the Executive remained employed by the Company for an additional threecomplete years of age and credited service, (y) his or her annual compensation during such period beenequal to his or her Base Salary and Bonus taken into account under Section 3.3(a) above; and (z) he orshe been fully (100%) vested in his or her benefit under each defined benefit retirement plan in whichthe Executive was a participant, over (ii) the lump sum actuarial equivalent (calculated as set forth inSection 3.5 of the John Deere Supplemental Pension Benefit Plan) of the aggregate retirement benefitthe Executive is actually entitled to receive under such defined benefit retirement plans. For purposes ofthis subsection (e), the “Supplemental Retirement Benefit” shall mean the lump sum actuarialequivalent (calculated as set forth in Section 3.5 of the John Deere Supplemental Pension Benefit Plan)of the aggregate retirement benefit the Executive would have been entitled to receive under theCompany’s supplemental and other defined benefit retirement plans.

(f) In a single payment, an amount in cash equal to three times the amount of the Company’s employercontributions made on behalf of the Executive under all defined contribution plans of the Company forthe plan year immediately preceding the Effective Date of Termination (or, if higher, for the plan yearimmediately prior to the Change in Control).

Compensation which has been deferred under the Company’s deferred compensation plans, together with all interestthat has been credited with respect to any

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such deferred compensation balances, shall be distributed pursuant to the terms of the applicable plan.

3.4 Termination for Disability. Following a Change in Control of the Company, if an Executive’s employment isterminated due to Disability, the Executive shall receive his Base Salary through the date of termination, at which point intime the Executive’s benefits shall be determined in accordance with the Company’s disability, retirement, insurance, andother applicable plans and programs then in effect. In the event the Executive’s employment is terminated due to Disability,the Executive shall not be entitled to the Severance Benefits described in Section 3.3.

3.5 Termination for Death. Following a Change in Control of the Company, if the Executive’s employment isterminated by reason of his death, the Executive’s benefits shall be determined in accordance with the Company’s retirement,survivor’s benefits, insurance, and other applicable programs of the Company then in effect. In the event the Executive’semployment is terminated by reason of his death, the Executive shall not be entitled to the Severance Benefits described inSection 3.3.

3.6 Termination for Cause, or Other Than for Good Reason. Following a Change in Control of the Company, if theExecutive’s employment is terminated either (a) by the Company for Cause; or (b) by the Executive (other than for GoodReason or under circumstances giving rise to a Qualifying Termination described in Section 3.2(c) herein), the Companyshall pay the Executive his full Base Salary and accrued vacation through the date of termination, at the rate then in effect,plus all other amounts to which the Executive is entitled under any compensation and benefit plans of the Company, at thetime such payments are due, and the Company shall have no further obligations to the Executive under this Agreement.

3.7 Notice of Termination. Any termination of employment by the Executive for Good Reason shall becommunicated by a Notice of Termination.

Article 4. Form and Timing of Severance Benefits

4.1 Form and Timing of Severance Benefits. The Severance Benefits described in Sections 3.3(a), 3.3(b), 3.3(c),3.3(e) and 3.3(f) herein shall be paid in cash to the Executive in a single lump sum as soon as practicable upon the expirationof 185 days following the Effective Date of Termination.

4.2 Withholding of Taxes. The Company shall be entitled to withhold from any amounts payable under thisAgreement all taxes as legally shall be required (including, without limitation, any United States federal taxes and any otherstate, city, or local taxes).

Article 5. Excise Tax Equalization Payment

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5.1 Excise Tax Equalization Payment. In the event that the Executive becomes entitled to Severance Benefits or anyother payment or benefit under this Agreement, or under any other agreement with or plan of the Company (in the aggregate,the “Total Payments”), if all or any part of the Total Payments will be subject to the tax (the “Excise Tax”) imposed bySection 4999 of the Code (or any similar tax that may hereafter be imposed), the Total Payments paid to the Executive shallbe reduced, such that the value of the aggregate payments that the Executive receives shall be one dollar ($1) less than themaximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of theCode, or which the Company may pay without loss of deduction under Section 280G(a) of the Code.

Notwithstanding the preceding paragraph, the Company shall pay to the Executive in cash an additional amount (the“Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any Excise Tax upon the TotalPayments and any federal, state, and local income and employment tax, penalties, interest, and Excise Tax upon the Gross-Up Payment provided for by this Section 5.1 (including FICA and FUTA), shall be equal to the Total Payments, if and only ifsuch Gross-Up Payment would enable the Executive to receive an amount which would exceed by at least ten percent (10%)the Total of Payments reduced as described in the preceding paragraph. Any such payment shall be made by the Company tothe Executive as soon as practical following the Effective Date of Termination, but in no event beyond thirty (30) days fromsuch date.

5.2 Tax Computation. All calculations done pursuant to subsection 5.1, shall be made and determined by theauditing firm which served as the Company’s independent auditors immediately prior to the Change in Control.

For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal incometaxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to bemade, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’sresidence on the Effective Date of Termination, net of the maximum reduction in federal income taxes which could beobtained from deduction of such state and local taxes.

The Executive shall notify the Company immediately of the assertion by any taxing authority of any underpayment oftax. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative orjudicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments and inresolving any dispute with any taxing authority regarding any asserted underpayment of Excise Tax.

5.3 Subsequent Recalculation. In the event the Internal Revenue Service adjusts the computation of the Companyunder Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse theExecutive for the full

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amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee.

In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that theExecutive is not required to submit the full Gross-Up Payment, the Executive shall repay to the Company such portion of theGross-Up Payment as shall exceed the amount of federal, state, and local taxes actually determined to be owed. Suchrepayment shall be made within twenty (20) days of the date the actual refund or credit of such portion has been made toExecutive and that Executive shall pay the Company such interest received or credited to Executive by such tax authority forthe period it held such portion.

Article 6. The Company’s Payment Obligation

6.1 Payment Obligations Absolute. The Company’s obligation to make the payments and the arrangementsprovided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, withoutlimitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executiveor anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Except as providedin Section 5.3 above, each and every payment made hereunder by the Company shall be final, and the Company shall notseek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for anyreasons whatsoever.

Notwithstanding anything else herein to the contrary, however, if the Company (or any subsidiary or affiliate of theCompany) is obligated by law to pay to the Executive severance pay, a termination indemnity, notice pay, or the like, or isobligated by law to provide to the Executive advance notice of separation (“Notice Period”), then any Severance Benefitshereunder shall be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, asapplicable, and by the amount of any compensation received during any Notice Period.

The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangementsmade under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect anyreduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement,except to the extent provided in Section 3.3(d) herein.

6.2 Contractual Rights to Benefits. This Agreement establishes and vests in the Executive a contractual right to thebenefits to which he or she is entitled hereunder. However, nothing herein contained shall require or be deemed to prohibitthe Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for anypayments to be made or required hereunder.

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Article 7. Covenants of the Executive

7.1 Disclosure of Information. The Executive recognizes that he or she has access to and knowledge of certainconfidential and proprietary information of the Company which is essential to the performance of his or her duties as anemployee of the Company. The Executive will not, during or after the term of his or her employment by the Company, inwhole or in part, disclose such information to any person, firm, corporation, association, or other entity for any reason orpurpose whatsoever, nor shall he or she make use of any such information for their own purposes.

7.2 Covenants Regarding Other Employees. During the term of this Agreement, and for a period of two (2) yearsfollowing the payment of Severance Benefits under this Agreement, the Executive agrees not to:

(a) attempt to induce any employee of the Company to (i) terminate his or her employment with the Company, or(ii) accept employment with any competitor of the Company; or

(b) interfere in a similar manner with the business of the Company.

Article 8. Legal Remedies

8.1 Payment of Legal Fees. To the extent permitted by law, the Company shall pay all reasonable legal fees, costsof litigation or arbitration, prejudgment interest, and other expenses incurred in good faith by the Executive as a result of:

(a) the Company’s refusal to provide the Severance Benefits to which the Executive becomes entitled under thisAgreement, or

(b) the Company’s contesting the validity, enforceability, or interpretation of this Agreement, or

(c) any conflict between the parties pertaining to this Agreement.

8.2 Arbitration. Any dispute or controversy arising under or in connection with this Agreement may, at the soleelection of the Executive, be settled by arbitration, conducted before a panel of three (3) arbitrators sitting in a locationselected by the Executive within fifty (50) miles from the location of his employment with the Company, in accordance withthe rules of the American Arbitration Association then in effect.

Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction. All expenses of sucharbitration, including the fees and expenses of the counsel for the Executive, shall be borne by the Company.

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Article 9. Successors and Assignment

9.1 Successors to the Company. The Company will require any successor (whether direct or indirect, by purchase,merger, consolidation, a similar business combination transaction or otherwise) of all or substantially all of the businessand/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform theCompany’s obligations under this Agreement in the same manner and to the same extent that the Company would be requiredto perform them if no such succession had taken place. The date on which any such succession becomes effective shall bedeemed to be the date of the Change in Control.

9.2 Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by theExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.If the Executive dies while any amount would still be payable to him or her hereunder had he or she continued to live, allsuch amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to theExecutive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts shall be paid to the Executive’sdevisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate.

Article 10. Miscellaneous

10.1 Employment Status. Except as may be provided under any other agreement between the Executive and theCompany, the employment of the Executive by the Company is “at will,” and may be terminated by either the Executive orthe Company at any time, subject to applicable law.

For purposes of this Agreement, the employment of the Executive by a Subsidiary of the Company shall be deemed tobe employment by the Company.

10.2 Beneficiaries. The primary and/or contingent beneficiaries designated by the Executive pursuant to Company-provided life insurance benefits shall be the persons or entities who or which are the Beneficiaries of any Severance Benefitsowing to the Executive under this Agreement.

10.3 Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, theillegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed andenforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part ofthe provisions hereof and shall have no force and effect.

10.4 Modification. No provision of this Agreement may be modified, waived, or discharged unless suchmodification, waiver, or discharge is agreed to in writing and

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signed by the Executive and by an authorized member of the Committee, or by the respective parties’ legal representativesand successors, Notwithstanding the preceding sentence, the Company shall have the unilateral right to amend or modify thisAgreement to the extent that the Company’s Vice President, Human Resources, determines such action to be necessary oradvisable to avoid the imposition on the Executive of an additional tax or interest under Section 409A of the Code. Anydeterminations of the Company’s Vice President, Human Resources, pursuant to the preceding sentence shall be final,conclusive and binding on all parties.

10.5 Applicable Law. TO THE EXTENT NOT PREEMPTED BY THE LAWS OF THE UNITED STATESOR ANY OTHER LAW MANDATORILY APPLYING TO THE EXECUTIVE’S EMPLOYMENT, THE LAWS OFTHE STATE OF ILLINOIS SHALL BE THE CONTROLLING LAW IN ALL MATTERS RELATING TO THISAGREEMENT.

10.6 Effect on Prior Agreements. By signing this Agreement, the Executive and the Company acknowledge that:(a) this Agreement supersedes all prior written or oral agreements between them, including, but not limited to, any SeveranceProtection Agreement which the parties may have entered into; and (b) as of the Effective Date, any and all such prioragreements are null and void.

IN WITNESS WHEREOF, the parties have executed this Agreement on this day of 2008.

DEERE & COMPANY EXECUTIVE:

By:James R. Jenkins

Its: Senior Vice President & General Counsel

Attest:John H. Leinart

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Exhibit 10.9

EXECUTIVE INCENTIVE AWARDRECOUPMENT POLICY

WHEREAS, section 304 of the Sarbanes-Oxley Act of 2002 already requires the Chief Executive Officer and theChief Financial Officer of Deere to reimburse Deere for certain Incentive Compensation they receive and profits they realizeon the sale of Deere securities during the 12-month period following the issuance by Deere of a financial report that, due tomisconduct, is materially noncompliant with any financial reporting requirement under the federal securities laws;

WHEREAS, Incentive Compensation payments (“Incentive Compensation”) under this policy may include, withoutlimitation, Short Term Incentive (STI) awards; Mid-Term Incentive Awards (MTI); Long Term Incentive awards, whichinclude restricted stock units and stock options; and any portion of pension payments that are calculated based on IncentiveCompensation payments;

WHEREAS, for purposes of this policy, the term “Executive” means (i) an individual designated by the Board ofDirectors of Deere & Company (“Deere”) as an executive officer of Deere; and (ii) all other employees of Deere and itssubsidiaries in compensation band IV as determined by Deere’s policies and procedures. This policy shall also apply to anyretired Executive who meets all of the requirements for recoupment of Incentive Compensation payments under this policy;and

WHEREAS, the Board Compensation Committee (“Committee”) believes it would be in the best interests of Deere toadopt a similar policy on recoupment of Incentive Compensation payments made to other Deere Executives;

RESOLVED, that, effective 1 November 2007 (“Effective Date”), if the Committee learns of any misconduct by anExecutive that contributed to Deere’s restatement of all or a portion of Deere’s financial statements filed with the Securitiesand Exchange Commission (“SEC”), the Committee will take any and all actions the Committee deems necessary to remedythe misconduct and prevent its recurrence.

The Committee shall, to the extent permitted by applicable law, determine whether to require recoupment of anyIncentive Compensation paid to an Executive where:

(a) The following three conditions are met:

(1) the payment was predicated upon achieving certain financial results that were subsequently restateddue to Deere’s material noncompliance, as a result of misconduct, with any financial reportingrequirement under the securities laws;

(2) the Committee determines the Executive engaged in misconduct that contributed to the need for therestatement; and

(3) a lower payment would have been made to the Executive based upon the restated financial results;and/or

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(b) The following two conditions are met:

(1) the Committee determines the Executive engaged in misconduct that contributed to inaccurateoperating metrics being used to calculate Incentive Compensation;

(2) a lower payment would have been made to the Executive had the correct operating metrics beenproperly applied to the calculation of Incentive Compensation.

If the Committee determines that recoupment action is appropriate, the Committee will, to the extent practicable andpermitted by applicable law, seek to recover from the individual Executive all of the Incentive Compensation paid to theExecutive or credited to the Executive’s deferred compensation account for the relevant period. Such recovery may be madein any manner permitted by law, including, but not limited to, offsetting current incentive and non-incentive compensation.

In determining whether a claim for recoupment of Incentive Compensation from an Executive is appropriate, the Committeewill take into account all relevant factors.

The Committee may, in determining appropriate remedial action, take into account penalties or punishments imposed by thirdparties, such as law enforcement agencies, regulators or other authorities. The Committee’s power to determine theappropriate punishment for the wrongdoer is in addition to, and not in replacement of, any remedies or sanctions imposed bysuch authorities or any other third party actions.

This policy applies to any restatements of Deere financial statements filed with the SEC that occur after the Effective Datethat meet the requirements of the policy, including, without limitation, any restatements of any financial statements of a fiscalyear prior to the Effective Date where the restatement occurs after the Effective Date.

EXHIBIT 12

DEERE & COMPANY AND CONSOLIDATED SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(In millions of dollars)

Three Months EndedJanuary 31 Year Ended October 31

2008 2007 2007 2006 2005 2004 2003

Earnings:Income of consolidated group before

incometaxes $ 531.5 $ 365.4 $2,675.5 $ 2,173.8 $ 2,106.5 $2,100.6 $ 934.6

Dividends received from unconsolidatedaffiliates 1.4 1.1 13.0 2.6 1.9 21.6 3.2

Fixed charges excluding capitalized interest 300.9 271.8 1,174.3 1,036.4 779.2 606.5 643.5Total earnings $ 833.8 $ 638.3 $3,862.8 $ 3,212.8 $ 2,887.6 $2,728.7 $1,581.3

Fixed charges:Interest expense of consolidated group

including capitalized interest $ 304.5 $ 274.4 $1,181.9 $ 1,023.8 $ 763.2 $ 592.8 $ 628.7

Portion of rental charges deemed to beinterest 5.8 4.7 23.1 18.9 18.2 14.4 15.0Total fixed charges $ 310.3 $ 279.1 $1,205.0 $ 1,042.7 $ 781.4 $ 607.2 $ 643.7

Ratio of earnings to fixed charges 2.69 2.29 3.21 3.08 3.70 4.49 2.46

The computation of the ratio of earnings to fixed charges is based on applicable amounts of the Company and itsconsolidated subsidiaries plus dividends received from unconsolidated affiliates. “Earnings” consist of incomebefore income taxes, the cumulative effect of changes in accounting, discontinued operations and fixed chargesexcluding capitalized interest. “Fixed charges” consist of interest on indebtedness, amortization of debt discountand expense, an estimated amount of rental expense that is deemed to be representative of the interest factor, andcapitalized interest.

The Company has not issued preferred stock. Therefore, the ratios of earnings to combined fixed charges andpreferred stock dividends are the same as the ratios presented above.

Exhibit 31.1

CERTIFICATIONS

I, R. W. Lane, certifythat:

1. I have reviewed this quarterly report on Form 10-Q of Deere & Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the periodin which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

Date: February 28, 2008 By: /s/ R. W. LaneR. W. LanePrincipal Executive Officer

Exhibit 31.2CERTIFICATIONS

I, M. J. Mack, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Deere & Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of,and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

Date: February 28, 2008 By: /s/ M. J. Mack, Jr.M. J. Mack, Jr.Principal Financial Officer

EXHIBIT 32

STATEMENT PURSUANT TO

18 U.S.C. SECTION 1350AS REQUIRED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Deere & Company (the “Company”) on Form 10-Q for the period endingJanuary 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersignedhereby certify that to the best of our knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results ofoperations of the Company.

February 28, 2008 /s/ R. W. Lane Chairman, President and Chief Executive OfficerR. W. Lane

February 28, 2008 /s/ M. J. Mack, Jr. Senior Vice President and Chief Financial OfficerM. J. Mack, Jr.

A signed original of this written statement required by Section 906 has been provided to Deere & Company and will beretained by Deere & Company and furnished to the Securities and Exchange Commission or its staff upon request.

John Deere 2008 Q1 10Q

Economy & Finance

Transcript of John Deere 2008 Q1 10Q