Exhibit 4.1


 


CUSIP NO. 244199 BG9


 


		$500,000,000



 


DEERE & COMPANY

2.875% NOTE DUE SEPTEMBER 7, 2049


 


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 $500,000,000
on September 7, 2049 (the “Maturity Date”) and to pay interest thereon from September 6, 2019 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 7 and September 7 in each year
(each, an “Interest Payment Date”), commencing March 7, 2020, at 2.875% 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 September 6, 2019 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
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 “2.875% Notes
due September 7, 2049” (collectively, the “Notes”).


 






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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.


 


Optional Redemption. The Company may
redeem the Notes at its option at any time, in whole or in part, at a redemption price (the ‘‘Redemption Price’’)
equal to the sum of:


 


		·	the principal amount of the Notes being redeemed plus accrued interest on such Notes to the redemption date; and



 


		·	the Make-Whole Amount, as defined below, if any, with respect to the Notes.



 


If the Notes are redeemed on or after March
7, 2049 (six months prior to their Maturity Date), the Redemption Price will not include the Make-Whole Amount.


 


Notwithstanding the foregoing, installments
of interest on the Notes that are due and payable on an Interest Payment Date falling on or prior to a redemption date will be
payable on such Interest Payment Date to the Holders as of the close of business on the relevant record date.


 


If the Company has given notice of redemption
and have made funds available on the redemption date referred to in the notice for the redemption, the Notes called for redemption
will cease to bear interest on the redemption date and the Holders from and after the redemption date will be entitled to receive
only the payment of the Redemption Price upon surrender of the Notes in accordance with the notice.


 


The Company will give notice of any optional
redemption of the Notes to Holders of the Notes, at their addresses, as shown in the security register for the Notes, not more
than 45 nor less than 15 days prior to the redemption date. The notice of redemption will specify the items set forth in Section
1104 of the Indenture.


 


If the Company chooses to redeem less than
all of the Notes, the Company will notify the Trustee at least five Business Days prior to giving notice of redemption, or a shorter
period as may be satisfactory to the Trustee, of the aggregate principal amount of the Notes to be redeemed and their redemption
date. The Trustee will select, on a pro rata basis to the extent practicable or by lot or by such other manner it deems fair and
appropriate (and in such manner that complies with the requirements of the depositary, if applicable), the Notes to be redeemed
in part.


 






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“Make-Whole Amount” means, in
connection with any optional redemption of the Notes, the excess, if any, of:


 


		·	the aggregate present value as of the date of redemption of each dollar of principal being redeemed and the amount of
                                                                                                            interest, calculated by the Company, excluding interest accrued to the date of redemption, that would have been payable in
                                                                                                            respect of each dollar assuming the Notes being redeemed matured on, and that accrued and unpaid interest on such Notes
                                                                                                            was payable on, March 7, 2049 (determined by discounting, on a semiannual basis, the principal and interest at the
                                                                                                            Reinvestment Rate, determined on the third Business Day preceding the date notice of the redemption is given, from the
                                                                                                            respective dates on which the principal and interest would have been payable assuming the Notes being redeemed matured on,
                                                                                                            and that accrued and unpaid interest on such Notes was payable on, March 7, 2049), over



 


		·	the aggregate principal amount of the Notes being redeemed.



 


“Reinvestment Rate” means the
yield on treasury securities at a constant maturity corresponding to the remaining life to maturity (rounded up to the nearest
month) of the principal of the Notes being redeemed as of the date of redemption (which maturity shall be deemed to be March 7,
2049) (the “Treasury Yield’’), plus 0.150% for the Notes being redeemed. For purposes of calculating the Reinvestment
Rate, (1) the Treasury Yield will be equal to the arithmetic mean of the yields displayed for each day in the preceding calendar
week published in the Statistical Release for Treasury constant maturities with a maturity equal to the remaining life to maturity
of the Notes being redeemed (assuming the Notes matured on March 7, 2049) and (2) the most recent Statistical Release published
prior to the date of the applicable determination will be used. However, if no published maturity exactly corresponds to such remaining
life, then the Treasury Yield will be interpolated or extrapolated on a straight-line basis from the arithmetic means of the yields
for the next shortest and next longest published maturities. If the format or content of the Statistical Release changes in a manner
that precludes determination of the Treasury Yield in the above manner, then the Treasury Yield will be determined in the manner
that most closely approximates the above manner, as the Company reasonably determines.


 


“Statistical Release” means the
statistical release designated ‘‘H.15’’ or any successor publication that is published weekly by the Federal
Reserve System and that reports yields on actively traded United States government securities adjusted to constant maturities,
or, if that statistical release or successor publication is not published at the time of any required determination under the Indenture,
then another reasonably comparable index which the Company will designate.


 


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. Except for the optional redemption
described above, the Notes may not be redeemed prior to the Maturity Date. The Notes are not subject to the operation of any sinking
fund.


 






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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 premium, if any, 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.


 


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.


 






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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.


 


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: September 6, 2019


 


	 	DEERE & COMPANY
	 	 
	 	 
	 	By:	 
	 	 	Senior Vice President, General Counsel and Public Affairs
	 	 	 
	 	 	 
	 	Attest:   	 
	 	 	Corporate Secretary




 






    


     


    

 


	TRUSTEE’S CERTIFICATE 

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

         

        Dated: September 6, 2019

         

        THE BANK OF NEW YORK MELLON,

        as Trustee

         

         
	 
	By:   	 	 
	 	Authorized Signatory