Exhibit 4.2


 


CUSIP NO. 244199 BD6


 


	
  No. [  ]

  	
   

  	
  [  ]

  



 


DEERE & COMPANY


5.375%  NOTE DUE
2029


 


Unless this certificate is presented
by an authorized representative of The Depository Trust Company (55 Water
Street, New York, New York) to the issuer or its agent for registration of
transfer, exchange or payment, and such certificate issued is registered in the
name of CEDE & CO., or such other name as requested by an authorized
representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner
hereof, CEDE & CO., has an interest herein.


 


Unless and until this certificate is
exchanged in whole or in part for Notes in certificated form, this certificate
may not be transferred except as a whole by the Depository to a nominee thereof
or by a nominee thereof to the Depository or another nominee of the Depository
or by the Depository or any such nominee to a successor of the Depository or a
nominee of such successor.


 

















 


DEERE &
COMPANY, a Delaware corporation (herein referred to as the “Company”, which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of $[            ]
on October 16, 2029 (the “Maturity Date”) and to pay interest thereon from
October 16, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on April 16 and
October 16 in each year (each, an “Interest Payment Date”), commencing April 16,
2010, at 5.375% per annum until the principal hereof is paid or duly provided
for.


 


Any
payment of principal or interest required to be made on a day that is not a
Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest shall accrue as a result of such delayed payment.  Interest payable on each Interest Payment
Date will include interest accrued from and including October 16, 2009 or
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for, as the case may be, to but excluding such
Interest Payment Date.


 


The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person (the “Holder”)
in whose name this Note (or one or more Predecessor Securities) is registered
at the close of business on the 15th day (whether or not a Business Day) preceding
such Interest Payment Date (a “Regular Record Date”).  Any such interest not so punctually paid or
duly provided for (“Defaulted Interest”) will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a special record date (the “Special Record Date”) for
the payment of such Defaulted Interest to be fixed by the Trustee (referred to
herein), notice whereof shall be given to the Holder of this Note not less than
ten days prior to such Special Record Date, or may be paid at any time in any
other lawful manner, all as more fully provided in the Indenture.


 


For
purposes of this Note, “Business Day” means any day that is not a Saturday or
Sunday and that, in The City of New York, is not a day on which banking
institutions are authorized or obligated by law or executive order to close.


 


Payment
of the principal of this Note on the Maturity Date will be made against
presentation of this Note at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.  So long as this Note remains in book-entry
form, all payments of principal and interest will be made by the Company in
immediately available funds.


 


General. 
This Note is one of a duly authorized issue of securities (herein called
the “Securities”) of the Company, issued and to be issued in one or more series
under an indenture, dated as of September 25, 2008, as it may be
supplemented from time to time (herein called the “Indenture”), between the
Company and The Bank of New York Mellon, Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture with respect to a
series of which this Note is a part), to which Indenture and all indentures 


 


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supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This Note
is one of a duly authorized series of Securities designated as “5.375% Notes
due 2029” (collectively, the “Notes”).


 


The
Notes are initially limited to $500,000,000 aggregate principal amount.  The Company may, without the consent of the
Holder hereof, create and issue additional securities ranking pari passu with
the Notes in all respects and so that such additional securities shall be consolidated
and form a single series having the same terms as to status, redemption or
otherwise as the Notes initially issued. 
No additional Notes may be issued if an Event of Default has occurred
and is continuing.


 


Events
of Default.  If an Event of Default with respect to the
Notes shall have occurred and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.


 


Maturity. 
The Notes may not be redeemed prior to the Maturity Date.  The Notes are not subject to the operation of
any sinking fund.


 


Modification
and Waivers; Obligations of the Company Absolute.  The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series. 
Such amendment may be effected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in aggregate principal amount of all Securities issued under the
Indenture at the time Outstanding and affected thereby.  The Indenture also contains provisions
permitting the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders of
all Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture. 
Furthermore, provisions in the Indenture permit the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
individual series to waive on behalf of all of the Holders of Securities of
such individual series certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
shall be conclusive and binding upon the Holder of this Note and upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.


 


No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate and in the coin or currency herein prescribed.


 


Defeasance
and Covenant Defeasance.  The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Note and (b) certain restrictive covenants and the
related defaults and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Note.


 


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Registration
of Transfer or Exchange.  As provided in the Indenture
and subject to certain limitations herein and therein set forth, the transfer
of this Note is registrable in the Security Register upon surrender of this
Note for registration of transfer at the office or agency of the Company in any
place where the principal of and interest on this Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


As
provided in the Indenture and subject to certain limitations herein and therein
set forth, the Notes are exchangeable for a like aggregate principal amount of
Notes of different authorized denominations, as requested by the Holders
surrendering the same.


 


This
Note is a global Security.  If the
Depository is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by the Company within 90
days or an Event of Default under the Indenture has occurred and is continuing
with respect to the Notes, the Company will issue Notes in certificated form in
exchange for each global Security.  In
addition, subject to the procedures of the Depository, the Company may at any
time determine not to have the Notes represented by a global Security and, in
such event, will issue Notes in certificated form in exchange in whole for the
global Security representing the Notes. 
In any such instance, an owner of a beneficial interest in a global
Security will be entitled to physical delivery in certificated form of Notes
equal in principal amount to such beneficial interest and to have such Notes
registered in its name.  Notes so issued
in certificated form will be issued in minimum denominations of $2,000 or any
amount in excess thereof which is an integral multiple of $1,000 and will be
issued in registered form only, without coupons.


 


No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior
to due presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Holder as the
owner hereof for all purposes (subject to Section 309 of the Indenture),
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.


 


Defined
Terms.  All terms used in this Note which are defined
in the Indenture and are not otherwise defined herein shall have the meanings
assigned to them in the Indenture.


 


Governing
Law.  This Note shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
conflicts of laws principles of such state other than New York General
Obligations Law Section 5-1401.


 


Notices. 
Notices to Holders of the Notes will be made by first class mail,
postage prepaid, to the addresses that appear on the register maintained by the
Security Registrar.


 


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Unless
the certificate of authentication hereon has been executed by the Trustee by
manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


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IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its facsimile corporate seal.


 


 


	
  Dated: October 16,
  2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUSTEE’S
  CERTIFICATE OF AUTHENTICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This is one of the
  Securities of the series designated therein referred to in the within-mentioned
  Indenture

  	
   

  	
  DEERE &
  COMPANY

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK
  MELLON, as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
  Secretary