DEERE & COMPANYd18rn0p25nwr6d.cloudfront.net/CIK-0000315189/c746d58d-02f9-41b… · revised...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report: March 25, 2020(Date of earliest event reported)

DEERE & COMPANY

(Exact name of registrant as specified in its charter)

Delaware 1-4121 36-2382580(State or Other Jurisdiction of

Incorporation) (Commission File Number)

(IRS Employer Identification No.)

One John Deere PlaceMoline, Illinois 61265

(Address of principal executive offices and zip code)

(309) 765-8000(Registrant’s telephone number, including area code)

___________________________________________________(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followingprovisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbols Name of exchange on which

registeredCommon Stock, $1 par value DE New York Stock Exchange8½ % Debentures Due 2022 DE22 New York Stock Exchange6.55% Debentures Due 2028 DE28 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events. On March 25, 2020, Deere & Company (the “Company”) agreed to sell $700,000,000 aggregate principal amount of 2.750% Notes due April 15, 2025 (the “2025Notes”), $700,000,000 aggregate principal amount of 3.100% Notes due April 15, 2030 (the “2030 Notes”) and $850,000,000 aggregate principal amount of3.750% Notes due April 15, 2050 (the “2050 Notes”, and together with the 2025 Notes and the 2030 Notes, the “Notes”). In connection with the issuance and thesale of the Notes, on March 25, 2020, the Company entered into a terms agreement (the “Terms Agreement”) with BofA Securities, Inc., Citigroup Global MarketsInc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as representatives of theunderwriters named therein. Interest on the Notes is payable on April 15 and October 15 of each year, beginning on October 15, 2020 (long first coupon). TheNotes are unsecured and have the same rank as the Company’s other unsecured and unsubordinated debt. The foregoing description of the Terms Agreement isqualified in its entirety by reference to the text of the Terms Agreement, a copy of which is filed herewith as Exhibit 1.1. The Notes were issued pursuant to an Indenture dated as of September 25, 2008, between the Company and The Bank of New York Mellon. The Company mayredeem the Notes in whole or in part, upon at least 15 days’ notice but not more than 45 days’ notice, at any time prior to maturity at the applicable redemptionprice described in the Final Prospectus Supplement dated March 25, 2020 (the “Final Prospectus Supplement”), as filed with the Securities and ExchangeCommission (the “SEC”) on March 27, 2020. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-218760), as filed with the SEC on June 15, 2017. The Company has filed with the SEC a Preliminary Prospectus Supplement dated March 25, 2020, a Free WritingProspectus dated March 25, 2020, and the Final Prospectus Supplement in connection with the public offering of the Notes. The forms of the Notes are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K. A copy of the opinion of Kirkland & Ellis LLP, counsel to theCompany, relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K. The Company incorporates by reference the exhibits filedherewith into the Registration Statement pursuant to which the Notes are registered. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

Exhibit No. Document 1.1 Terms Agreement, dated March 25, 2020, among the Company, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs &

Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as representatives of theunderwriters named therein.

4.1 Form of 2.750% Note due April 15, 2025.4.2 Form of 3.100% Note due April 15, 2030.4.3 Form of 3.750% Note due April 15, 2050.5.1 Opinion of Kirkland & Ellis LLP.23.1 Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1).104 Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersignedhereunto duly authorized. DEERE & COMPANY Dated: March 30, 2020 BY: /s/ Todd E. Davies Name: Todd E. Davies Title: Corporate Secretary

Exhibit 1.1

EXECUTION COPY

DEERE & COMPANY

2.750% Notes due 20253.100% Notes due 20303.750% Notes due 2050

TERMS AGREEMENT

Dated: March 25, 2020

Deere & CompanyOne John Deere PlaceMoline, Illinois 61265-8098 Ladies and Gentlemen:

We understand that Deere & Company (the “Company”) proposes to issue and sell $700,000,000 aggregate principal amount of its 2.750% Notes due2025 (the “2025 Notes”), $700,000,000 aggregate principal amount of its 3.100% Notes due 2030 (the “2030 Notes”) and $850,000,000 aggregate principalamount of its 3.750% Notes due 2050 (the “2050 Notes”, and together with the 2025 Notes and the 2030 Notes, the “Underwritten Securities”). Subject to theterms and conditions set forth or incorporated by reference herein, the Company has agreed to sell to the underwriters named hereafter (the “Underwriters”), forwhom BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and RBCCapital Markets, LLC are acting as the Representatives (in such capacity, the “Representatives”), and the Underwriters have agreed, severally and not jointly, topurchase from the Company, the respective principal amounts of 2025 Notes, 2030 Notes and 2050 Notes set forth hereafter opposite their respective names at thepurchase prices set forth hereafter.

Underwriter

Principal Amount of 2025 Notes



BofA Securities, Inc. $ 101,500,000 $ 101,500,000 $ 123,250,000 Citigroup Global Markets Inc. $ 101,500,000 $ 101,500,000 $ 123,250,000 Goldman Sachs & Co. LLC $ 101,500,000 $ 101,500,000 $ 123,250,000 J.P. Morgan Securities LLC $ 101,500,000 $ 101,500,000 $ 123,250,000 MUFG Securities Americas Inc. $ 101,500,000 $ 101,500,000 $ 123,250,000 RBC Capital Markets, LLC $ 101,500,000 $ 101,500,000 $ 123,250,000 TD Securities (USA) LLC $ 56,000,000 $ 56,000,000 $ 68,000,000 PNC Capital Markets LLC $ 11,667,000 $ 11,667,000 $ 14,167,000 U.S. Bancorp Investments, Inc. $ 11,667,000 $ 11,667,000 $ 14,167,000 Wells Fargo Securities, LLC $ 11,666,000 $ 11,666,000 $ 14,166,000 Total $ 700,000,000 $ 700,000,000 $ 850,000,000

The 2025 Notes shall have the following terms:

Title of 2025 Notes: 2.750% Notes due 2025 Currency: U.S. dollars Principal amount to be issued: $700,000,000 Ranking: Senior unsecured Interest Rate or formula: 2.750% per annum Interest Payment Date(s): Each April 15 and October 15, commencing on October 15, 2020 Record Dates: The close of business on the 15th day preceding the particular Interest Payment Date Payment of Additional Amounts: Not applicable Maturity Date: April 15, 2025 Redemption provisions: Make-whole call based on U.S. Treasury + 0.350% (+35 basis points); if, however, the

Notes are redeemed on or after March 15, 2025, the redemption price will be equal to100% of the principal amount of the Notes to be redeemed, plus accrued interestthereon to the date of redemption.

Sinking fund requirements: None Delayed Delivery Contracts: Not authorized

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Initial public offering price: 99.864%, plus accrued interest, if any, from March 30, 2020. Purchase price: 99.514%, plus accrued interest, if any, from March 30, 2020 in same-day funds. Form: Global Note through the facilities of The Depository Trust Company (in the United

States) Applicable Time: 4:10 P.M. on March 25, 2020 Closing Date and Location: 10:00 A.M. New York City time on March 30, 2020

Sidley Austin LLP 787 Seventh Avenue New York, New York 10019

General Disclosure Package: (1) Prospectus dated June 15, 2017 (2) Preliminary Prospectus Supplement dated March 25, 2020 (3) Term Sheet dated March 25, 2020 attached to Schedule I hereto Other Terms: None


Title of 2030 Notes: 3.100% Notes due 2030 Currency: U.S. dollars Principal amount to be issued: $700,000,000 Ranking: Senior unsecured Interest Rate or formula: 3.100% per annum Interest Payment Date(s): Each April 15 and October 15, commencing on October 15, 2020 Record Dates: The close of business on the 15th day preceding the particular Interest Payment Date Payment of Additional Amounts: Not applicable

3

Maturity Date: April 15, 2030 Redemption provisions: Make-whole call based on U.S. Treasury + 0.350% (+35 basis points); if, however, the

Notes are redeemed on or after January 15, 2030, the redemption price will be equal to100% of the principal amount of the Notes to be redeemed, plus accrued interestthereon to the date of redemption.

Sinking fund requirements: None Delayed Delivery Contracts: Not authorized Initial public offering price: 99.811%, plus accrued interest, if any, from March 30, 2020. Purchase price: 99.336%, plus accrued interest, if any, from March 30, 2020 in same-day funds. Form: Global Note through the facilities of The Depository Trust Company (in the United





Title of 2050 Notes: 3.750% Notes due 2050 Currency: U.S. dollars

4

Principal amount to be issued: $850,000,000 Ranking: Senior unsecured Interest Rate or formula: 3.750% per annum Interest Payment Date(s): Each April 15 and October 15, commencing on October 15, 2020 Record Dates: The close of business on the 15th day preceding the particular Interest Payment Date Payment of Additional Amounts: Not applicable Maturity Date: April 15, 2050 Redemption provisions: Make-whole call based on U.S. Treasury + 0.350% (+35 basis points); if, however, the

Notes are redeemed on or after October 15, 2049, the redemption price will be equal to100% of the principal amount of the Notes to be redeemed, plus accrued interestthereon to the date of redemption.

Sinking fund requirements: None Delayed Delivery Contracts: Not authorized Initial public offering price: 99.998%, plus accrued interest, if any, from March 30, 2020. Purchase price: 99.123%, plus accrued interest, if any, from March 30, 2020 in same-day funds. Form: Global Note through the facilities of The Depository Trust Company (in the United




5

Attached to this Terms Agreement as a part of Schedule I is an “issuer free writing prospectus” included in the General Disclosure Package. All of the provisions contained in the document attached as Annex A hereto entitled “Deere & Company – Debt Securities and Warrants to Purchase Debt

Securities – Underwriting Agreement Basic Provisions” (the “Basic Provisions”) are hereby incorporated by reference in their entirety herein and shall be deemedto be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in the Basic Provisions are used hereinas therein defined.

Covenants of the Underwriters Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Underwritten Securities, severally and not

jointly, represents, covenants and agrees with the Company that it will not offer, sell, or deliver any of the Underwritten Securities, directly or indirectly, ordistribute the Prospectus, or any other offering material relating to the Underwritten Securities, in or from any jurisdiction outside the United States except in orfrom or into jurisdictions as contemplated in the Prospectus and under circumstances that will, to the best knowledge and belief of such Underwriter, result incompliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company, except as set forth in the Basic Provisionsand this Terms Agreement.

Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.

6

Very truly yours, BofA Securities, Inc. By: /s/ Happy Daily Name: Happy Daily Title: Managing Director Citigroup Global Markets Inc. By: /s/ Brian D. Bednarski Name: Brian D. Bednarski Title: Managing Director Goldman Sachs & Co. LLC By: /s/ Adam T. Greene Name: Adam T. Green Title: Managing Director J.P. Morgan Securities LLC By: /s/ Maria Sramek Name: Maria Sramek Title: Executive Director MUFG Securities Americas Inc. By: /s/ Brian Cogliandro Name: Brian Cogliandro Title: Managing Director RBC Capital Markets, LLC By: /s/ Scott G. Primrose Name: Scott G. Primrose Title: Authorized Signatory On behalf of themselves and the other several Underwriters named above

[Signature Page to Terms Agreement]

Accepted: DEERE & COMPANY By: /s/ Thomas K. Spitzfaden Name: Thomas K. Spitzfaden Title: Vice President and Treasurer

[Signature Page to Terms Agreement]

Schedule I

PERMITTED FREE WRITING PROSPECTUS

Term Sheet dated March 25, 2020

Filed Pursuant to Rule 433

Dated March 25, 2020Registration Statement No. 333-218760

Relating to Preliminary Prospectus SupplementDated March 25, 2020 to

Prospectus dated June 15, 2017

DEERE & COMPANY

2.750% Notes due 20253.100% Notes due 20303.750% Notes due 2050

Term Sheet dated March 25, 2020

Issuer: Deere & Company Trade Date: March 25, 2020 Type of Offering: SEC registered Settlement Date**: March 30, 2020 (T+3) Security: 2.750% Notes due 2025 (the “2025 Notes”)

3.100% Notes due 2030 (the “2030 Notes”) 3.750% Notes due 2050 (the “2050 Notes”)

Size: 2025 Notes: $700,000,000

2030 Notes: $700,000,000 2050 Notes: $850,000,000

Maturity Date: 2025 Notes: April 15, 2025

2030 Notes: April 15, 2030 2050 Notes: April 15, 2050

Interest Payment Dates: 2025 Notes: April 15 and October 15, commencing on October 15, 2020 (long first coupon)

2030 Notes: April 15 and October 15, commencing on October 15, 2020 (long first coupon)

2050 Notes: April 15 and October 15, commencing on October 15, 2020 (long first coupon) Benchmark Treasury: 2025 Notes: 1.125% UST due February 28, 2025

2030 Notes: 1.500% UST due February 15, 2030 2050 Notes: 2.375% UST due November 15, 2049

Sch. I - 1

Benchmark Treasury Yield and Price: 2025 Notes: 0.529%; 102-283/4

2030 Notes: 0.872%; 105-30 2050 Notes: 1.500%; 120-28

Yield to Maturity: 2025 Notes: 2.779%

2030 Notes: 3.122% 2050 Notes: 3.750%

Spread to Benchmark Treasury: 2025 Notes: 225 basis points

2030 Notes: 225 basis points 2050 Notes: 225 basis points

Coupon (Interest Rate): 2025 Notes: 2.750% per year

2030 Notes: 3.100% per year 2050 Notes: 3.750% per year

Price to Public: 2025 Notes: 99.864% of principal amount, plus accrued interest, if any, from March 30, 2020

2030 Notes: 99.811% of principal amount, plus accrued interest, if any, from March 30, 2020

2050 Notes: 99.998% of principal amount, plus accrued interest, if any, from March 30, 2020 Net Proceeds to the Issuer (before expenses): 2025 Notes: $696,598,000

2030 Notes: $695,352,000 2050 Notes: $842,545,500

Optional Redemption: 2025 Notes: Make-whole call based on U.S. Treasury + 0.350% (+35 basis points); if, however, the Notes

are redeemed on or after March 15, 2025, the redemption price will be equal to 100% of the principalamount of the Notes to be redeemed, plus accrued interest thereon to the date of redemption.

2030 Notes: Make-whole call based on U.S. Treasury + 0.350% (+35 basis points); if, however, the Notesare redeemed on or after January 15, 2030, the redemption price will be equal to 100% of the principalamount of the Notes to be redeemed, plus accrued interest thereon to the date of redemption.

2050 Notes: Make-whole call based on U.S. Treasury + 0.350% (+35 basis points); if, however, the Notesare redeemed on or after October 15, 2049, the redemption price will be equal to 100% of the principalamount of the Notes to be redeemed, plus accrued interest thereon to the date of redemption.

Sch. I - 2

CUSIP / ISIN: 2025 Notes: 244199 BH7 / US244199BH70

2030 Notes: 244199 BJ3 / US244199BJ37 2050 Notes: 244199 BK0 / US244199BK00

Joint Book-Running Managers: BofA Securities, Inc.

Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC

Senior Co-Manager: TD Securities (USA) LLC Co-Managers: PNC Capital Markets LLC

U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC

** Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two

business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade the notes on the datehereof will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any suchtrade to prevent failed settlement.

The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to

which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the prospectus in that registrationstatement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get thesedocuments for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in theoffering will arrange to send you the preliminary prospectus supplement and the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, J.P. Morgan SecuritiesLLC collect at 1-212-834-4533, MUFG Securities Americas Inc. toll-free at 1-877-649-6848 or RBC Capital Markets, LLC toll-free at 1-866-375-6829.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers

or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

Sch. I - 3

March 25, 2020ANNEX A

DEERE & COMPANY(a Delaware corporation)

Debt Securities and Warrants to Purchase Debt Securities

UNDERWRITING AGREEMENT BASIC PROVISIONS

Deere & Company (the “Company”) proposes to issue and sell from time to time certain of its senior debt securities (the “Senior Securities”) or its

subordinated debt securities (the “Subordinated Securities”), or both, or Warrants (the “Debt Warrants”) to purchase Senior Securities or Subordinated Securities,or any combination thereof, on terms to be determined at the time of sale. The Senior Securities and Subordinated Securities will be issued under an indenturedated as of September 25, 2008 (the “Indenture”) between the Company and The Bank of New York Mellon, as Trustee. The Debt Warrants will be issued underone or more warrant agreements (the warrant agreement relating to any issue of Debt Warrants to be sold pursuant to this Agreement will be identified in theapplicable Terms Agreement (as hereinafter defined) and is referred to herein as the “Warrant Agreement”) between the Company and the Warrant Agentidentified in such Warrant Agreement (the “Warrant Agent”). Each issue of Senior Securities, Subordinated Securities and Debt Warrants may vary, as applicable,as to aggregate principal amount, maturity date, interest rate or formula and timing of payments thereof, redemption provisions, conversion provisions and sinkingfund requirements, if any, and any other variable terms which the Indenture or the Warrant Agreement, as the case may be, contemplates may be set forth in theSenior Securities, the Subordinated Securities and the Debt Warrants as issued from time to time. The Senior Securities, the Subordinated Securities and the DebtWarrants may be offered either together or separately. As used herein, “Securities” shall mean Senior Securities, Subordinated Securities or Debt Warrants or anycombination thereof; and “Warrant Securities” shall mean the Senior Securities or Subordinated Securities issuable upon exercise of the Debt Warrants.

This is to confirm the arrangements with respect to the purchase of Underwritten Securities from the Company by the Representatives and the several

Underwriters listed in the applicable terms agreement entered into between the Representatives and the Company of which this Underwriting Agreement is AnnexA thereto (the “Terms Agreement”). With respect to any particular Terms Agreement, the Terms Agreement, together with the provisions hereof incorporatedtherein by reference, is herein referred to as the “Agreement.” Terms defined in the Terms Agreement are used herein as therein defined.

The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No.

333-218760) in respect of its Senior Securities, Subordinated Securities and Debt Warrants, including the Underwritten Securities, and other warrants, certain ofthe Company’s equity securities, stock purchase contracts, stock purchase units and senior debt securities of John Deere Funding S.A. that are guaranteed by theCompany, under the Securities Act of 1933, as amended (the “1933 Act”), and the offering thereof from time to time in accordance with Rule 415 of the rules andregulations of the Commission under the 1933 Act (the “1933 Act Regulations”). Such registration statement and any post-effective amendment thereto, each in theform heretofore delivered to you, became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations and no stop ordersuspending the effectiveness of such registration statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act has beeninitiated or threatened by the Commission (if prepared, any preliminary prospectus supplement specifically relating to the Underwritten Securities immediatelyprior to the Applicable Time included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations beinghereinafter called a “Preliminary Prospectus”). The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”).

Ann. A - 1

The term “Registration Statement” means the registration statement at any given time, including the amendments thereto to such time, the exhibits and

any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and thedocuments otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, except that when no time is specified, the term “RegistrationStatement” means the registration statement as deemed revised pursuant to Rule 430B(f)(1) of the 1933 Act Regulations by virtue of the filing with theCommission of the Prospectus pursuant to Rule 424(b) of the 1933 Act Regulations; the term “Base Prospectus” means the prospectus on file with the Commissionon the date of the applicable Terms Agreement; and the term “Prospectus” means the Base Prospectus together with the prospectus supplement specifically relatingto the Underwritten Securities prepared in accordance with the provisions of Rule 430B and promptly filed after execution and delivery of the applicable TermsAgreement pursuant to Rule 430B or Rule 424(b) of the 1933 Act Regulations; any information included in such Prospectus that was omitted from the RegistrationStatement at the time it became effective but that is deemed to be a part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule430B Information;” and any reference herein to any Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include thedocuments incorporated by reference therein, as of the date of the applicable Terms Agreement; any reference to any amendment or supplement to any PreliminaryProspectus or Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case maybe, under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as thecase may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual, quarterly or periodic report ofthe Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in theRegistration Statement.

All references in this Agreement to financial statements and schedules and other information which is “disclosed,” “contained,” “included,” “set forth” or

“stated” (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include all suchfinancial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of orincluded in the Registration Statement, or the Prospectus, as the case may be, prior to the offer and acceptance of the Underwritten Securities; and all references inthis Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing ofany document under the 1934 Act, which is incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in theRegistration Statement, or the Prospectus, as the case may be, after the offer and acceptance of the Underwritten Securities.

Ann. A - 2

SECTION 1. Representations and Warranties. The Company represents and warrants to the Representatives and to each Underwriter named in a

Terms Agreement as of the date thereof, as of the Applicable Time and as of Closing Time (each a “Representation Date”), as follows: (a) The Registration Statement, the term sheet(s) attached as Schedule I of the applicable Terms Agreement (such term sheet(s), the “Permitted

Free Writing Prospectus”), the Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective and as of the applicableRepresentation Date, complied or will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1939 Act. Theconditions to the use of Form S-3 in connection with the offering and sale of the Underwritten Securities as contemplated hereby have been satisfied. TheRegistration Statement constitutes an “automatic shelf registration statement” as defined in Rule 405 of the 1933 Act Regulations. The Company has not receivedfrom the Commission a notice, pursuant to Rule 401(g)(2) of the 1933 Act Regulations, of objection to the use of the automatic shelf registration statement form.As of the determination date applicable to the Registration Statement (and any amendment thereof) and the offerings of Underwritten Securities contemplatedhereby, the Company is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations. The date of any Terms Agreement in connection withan offering of any Underwritten Securities is not more than three years subsequent to the original effective date of the Registration Statement. The RegistrationStatement, at the time the Registration Statement became effective and as of the applicable Representation Date, did not, and will not, contain any untrue statementof a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of itsdate and as of the applicable Representation Date, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact necessary inorder to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Base Prospectus, the PreliminaryProspectus and the Permitted Free Writing Prospectus (collectively the “General Disclosure Package”), all considered together, as of the Applicable Time, did notinclude any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances underwhich they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in oromissions from the Registration Statement, the Preliminary Prospectus, the Prospectus or the Permitted Free Writing Prospectus made in reliance upon and inconformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement,the Preliminary Prospectus, the Prospectus or the Permitted Free Writing Prospectus or to that part of the Registration Statement which shall constitute theStatement of Eligibility under the 1939 Act (Form T-1) of the Trustee under the Indenture.

(b) At the time of original filing of the Registration Statement, at the earliest time thereafter that the Company or another offering participant

made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Underwritten Securities and at the date of any Terms Agreementin connection with an offering of any Underwritten Securities, the Company was not and is not an “ineligible issuer” as defined in Rule 405 of the 1933 ActRegulations.

Ann. A - 3

(c) The Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of

the Underwritten Securities or until any earlier date that the Company notified or notifies the applicable Underwriter(s) as contemplated in Section 3(d) hereof, didnot, does not and will not include any information that conflicted, conflicts or will conflict (within the meaning of Rule 433(c) of the 1933 Act Regulations) withthe information then contained in the Registration Statement.

(d) The financial statements and the supporting schedules included in the Registration Statement, the General Disclosure Package and the

Prospectus present fairly the financial position of the Company and its subsidiaries on a consolidated basis, as at the dates indicated, and the respective results ofoperations for the periods specified, in conformity with generally accepted accounting principles in the United States, applied on a consistent basis during theperiods involved. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General DisclosurePackage and the Prospectus fairly presents the required information and has been prepared in accordance with the Commission’s rules and guidelines applicablethereto.

(e) The documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time they

were or hereafter are filed with the Commission, complied and will comply, as the case may be, in all material respects with the requirements of the 1934 Act andthe rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read together and with the other information in the RegistrationStatement, the General Disclosure Package and the Prospectus, (a) at the time the Registration Statement became effective and at the time any amendments theretobecome effective (b) at the Applicable Time and (c) at Closing Time, did not and will not contain an untrue statement of a material fact or omit to state a materialfact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(f) Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus,

except as may otherwise be stated therein: (i) there has not been any material adverse change in the financial condition of the Company and its subsidiariesconsidered as one enterprise, or in the results of operations or business prospects of the Company and its subsidiaries considered as one enterprise, whether or notarising in the ordinary course of business and (ii) there have not been any transactions entered into by the Company or its subsidiaries other than (x) transactions inthe ordinary course of business and (y) transactions which are not material in relation to the Company and its subsidiaries considered as one enterprise.

(g) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware

with power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the General DisclosurePackage and the Prospectus.

Ann. A - 4

(h) The execution and delivery of this Agreement, the Indenture and the Warrant Agreement, if any, and the consummation of the transactions

contemplated herein and therein, have been duly authorized by all necessary corporate action and will not result in any breach of any of the terms, conditions orprovisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company,pursuant to any indenture, loan agreement, contract or other agreement or instrument to which the Company is a party or by which the Company may be bound orto which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the charter or by-laws of theCompany or, to the best of its knowledge, any order, rule or regulation applicable to the Company of any court or of any federal, state or other regulatory authorityor other governmental body having jurisdiction over the Company.

(i) The Underwritten Securities have been duly authorized for issuance and sale pursuant to this Agreement (or will have been so authorized prior

to each issuance of Underwritten Securities) and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture orWarrant Agreement, or both, as the case may be, against payment of the consideration therefor in accordance with this Agreement, the Underwritten Securities orthe Warrant Securities, or both, will be valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcementthereof may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or by general equity principles and will beentitled to the benefits of the Indenture or Warrant Agreement, or both, as the case may be, and the Underwritten Securities, the Indenture and the WarrantAgreement, if any, conform in all material respects to all descriptions and statements relating thereto contained in the Registration Statement, the GeneralDisclosure Package and the Prospectus.

(j) If applicable, the shares of the Company’s Common Stock, par value $1.00 per share (the “Common Stock”), issuable upon conversion of any

issue of Subordinated Securities have been duly authorized and reserved for issuance upon such conversion by all necessary corporate action and, when issued anddelivered in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such shares upon suchconversion will not be subject to preemptive rights.

(k) Deloitte & Touche LLP are independent certified public accountants as required by the 1933 Act and the 1933 Act Regulations. (l) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patent rights or licenses or other rights to use

patent rights, inventions, trademarks, service marks, trade names and copyrights necessary to conduct the business now operated by them, and neither the Companynor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any patent, patent rights, inventions,trademarks, service marks, trade names or copyrights which, singly or in aggregate, if the subject of an unfavorable decision, ruling or finding, would materiallyadversely affect the conduct of the business, operations, financial condition or income of the Company and its subsidiaries considered as one enterprise.

Ann. A - 5

(m) No labor disturbance by the employees of the Company or any subsidiary exists or is imminent which might be expected to materially

adversely affect the conduct of the business, operations, financial condition or income of the Company and its subsidiaries, considered as one enterprise. (n) The Company acknowledges and agrees that (i) each purchase and sale of Underwritten Securities pursuant to this Agreement, including the

determination of any price for the Underwritten Securities and Underwriter compensation, is an arm’s-length commercial transaction between the Company, on theone hand, and the Underwriters, on the other hand, (ii) in connection therewith and with the process leading to such transactions, each Underwriter is acting solelyas a principal and not the agent or fiduciary of the Company or any of its affiliates, (iii) no Underwriter has assumed any advisory or fiduciary responsibility infavor of the Company or any of its affiliates with respect to any offering of Underwritten Securities contemplated hereby or the process leading thereto(irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates on other matters) or any other obligation to theCompany or any of its affiliates except the obligations explicitly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged ina broad range of transactions that involve interests that differ from those of the Company, (v) no Underwriter has provided any legal, accounting, regulatory or taxadvice with respect to the transactions contemplated hereby, and (vi) the Company has consulted its own legal and financial advisors to the extent it deemedappropriate.

(o) Neither the Company nor any of its subsidiaries is a Designated Person, nor, to the best of the Company’s knowledge, are any of its directors

or officers or any directors or officers of its subsidiaries. Each of the Company and its subsidiaries and their employees is subject to a Code of Business Conduct(the “Code of Conduct”) which is in full force and effect on the date hereof. Among the commitments in the Code of Conduct is the commitment that each of theCompany and its subsidiaries, and their respective employees, comply with international trade, export control, and import laws in the sale of products includingexport controls. The Code of Conduct also applies to Anti-Corruption Laws and Sanctions Laws and Regulations. The Code of Conduct will apply to all activitiesundertaken by the Company and each of its subsidiaries, including any use of the proceeds from any offering of Undewritten Securities and, accordingly, neitherthe Company nor any of its subsidiaries will directly or to its knowledge indirectly use the proceeds of any offering of Underwritten Securities in violation of anySanctions Laws and Regulations or any Anti-Corruption Laws. For purposes herein, “Anti-Corruption Laws” means all laws, rules and regulations of anyjurisdiction applicable to the Company and its subsidiaries from time to time concerning or relating to bribery or corruption; “Designated Person” means: a Person(a) listed in the annex to, or otherwise the subject of the provisions of, any Executive Order, (b) named as a “Specially Designated National and Blocked Person”on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list (each, an“SDN”), or is otherwise the subject of any Sanctions Laws and Regulations, or (c) in which an SDN has a controlling interest or 50% or greater ownership interest;and “Sanctions Laws and Regulations” means (a) any sanctions, prohibitions or requirements imposed by any executive order (an “Executive Order”) or by anysanctions program administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), the U.S. State Department (including itsDirectorate of Defense Trade Controls) or the U.S. Department of Commerce Bureau of Industry and Security and (b) any sanctions measures imposed by theUnited Nations Security Council, the European Union or the United Kingdom.

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Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with an offering

of Underwritten Securities shall be deemed a representation and warranty by the Company, as to the matters covered thereby, to each Underwriter participating insuch offering.

SECTION 2. Purchase and Sale. The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be

evidenced by the Terms Agreement. The Terms Agreement specifies the principal amount of the Senior Securities or Subordinated Securities, or both, and thenumber of Debt Warrants, if any, the names of the Underwriters participating in the offering (subject to substitution as provided in Section 10 hereof) and theprincipal amount of Underwritten Securities which each Underwriter severally has agreed to purchase, the purchase price to be paid by the Underwriters for theUnderwritten Securities, the initial public offering price, if any, of the Underwritten Securities, any delayed delivery arrangements and any terms of theUnderwritten Securities not already specified in the Indenture or Warrant Agreement, as the case may be, pursuant to which they are being issued (including, butnot limited to, designations, denominations, current ratings, interest rates or formulas and payment dates, maturity dates, conversion provisions, redemptionprovisions and sinking fund requirements).

The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made

on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth. Payment of the purchase price for, and delivery of, any Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley

Austin LLP, 787 Seventh Avenue, New York, New York 10019, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00AM, New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the Terms Agreementor such other time as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a “Closing Time”). Payment shallbe made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives forthe respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. Delivery of the Underwritten Securities shall be made throughthe facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

If authorized by the Terms Agreement, the Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company

pursuant to delayed delivery contracts (“Delayed Delivery Contracts”) substantially in the form of Exhibit A hereto with such changes therein as the Company mayapprove. As compensation for arranging Delayed Delivery Contracts, the Company will pay to the Representatives at Closing Time, for the accounts of theUnderwriters, a fee equal to that percentage of the principal amount of Senior Securities or Subordinated Securities or based on the number of Debt Warrants, asthe case may be, for which Delayed Delivery Contracts are made at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are tobe with institutional investors of the types set forth in the Prospectus. At Closing Time the Company will enter into Delayed Delivery Contracts (for not less thanthe minimum principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants per Delayed Delivery Contract specified in theapplicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for anaggregate principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants in excess of that specified in the Terms Agreement. TheUnderwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts.

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The Representatives shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it

is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Senior Securities or Subordinated Securities or number ofDebt Warrants to be purchased by each of them, and the Company will advise the Representatives, at least two business days prior to Closing Time, of the namesof the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Senior Securities orSubordinated Securities or number of Debt Warrants to be covered by each such Delayed Delivery Contract.

The principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants agreed to be purchased by the respective Underwriters

pursuant to the Terms Agreement shall be reduced by the principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants, as the casemay be, covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by the Representatives to the Company; provided,however, that the total principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants to be purchased by all Underwriters shall bethe total amount of Senior Securities or Subordinated Securities or number of Debt Warrants covered by the applicable Terms Agreement, less the principalamount of Senior Securities or Subordinated Securities or number of Debt Warrants, as the case may be, covered by Delayed Delivery Contracts.

SECTION 3. Covenants of the Company. The Company covenants with the Representatives, and with each Underwriter participating in the offering

of Underwritten Securities, as follows:

(a) The Company will notify the Underwriters immediately of (i) the effectiveness of any amendment to the Registration Statement, (ii) thereceipt of any comments from the Commission with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus, (iii) any requestby the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus orfor additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or theinitiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stoporder is issued, to obtain the lifting thereof at the earliest possible moment.

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(b) During the period from the Applicable Time to the Closing Time, the Company will: (i) give the Underwriters notice of its intention to

file (a) any new or additional registration statement with respect to the Underwritten Securities or (b) any amendment to the Registration Statement or anyamendment or supplement to the Prospectus, whether by the filing of documents pursuant to the 1933 Act, the 1934 Act or otherwise; (ii) furnish theUnderwriters with copies of any document proposed to be filed and referred to in clause (i) above a reasonable time in advance of filing; (iii) makeavailable to the Underwriters copies of documents so filed promptly upon the filing thereof; and (iv) give the Underwriters notice of the initiation of anyexamination pursuant to Section 8(e) of the 1933 Act relating to the Registration Statement or any new or additional registration statement relating to theUnderwritten Securities or the Company becoming subject to a proceeding under Section 8A of the 1933 Act in connection with the UnderwrittenSecurities. The Company will promptly effect all filings necessary pursuant to Rule 424(b) of the 1933 Act Regulations, in the manner and within thetime period required by Rule 424(b) (without reliance on Rule 424(b)(8)) and will take such steps as it deems necessary to ascertain promptly whether theform of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptlyfile such prospectus. The Company shall pay the required Commission filing fees relating to the Underwritten Securities within the time required by Rule456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 ActRegulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

(c) The Company will furnish to each Underwriter as many copies of the Prospectus (as amended or supplemented) as such Underwriter

shall reasonably request so long as an Underwriter is required to deliver a Prospectus in connection with sales of Underwritten Securities. (d) If at any time during the term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the

opinion of the Company or in the reasonable opinion of counsel for the Underwriters or counsel for the Company, to further amend or supplement theRegistration Statement, the General Disclosure Package or the Prospectus in order that the same will not include an untrue statement of a material fact oromit to state any material fact necessary in order to make the statements therein not misleading (in the case of the General Disclosure Package and theProspectus, in the light of the circumstances existing at the time the same is delivered (or but for the exemption in Rule 172 of the 1933 Act Regulationswould be required to be delivered) to a purchaser), or if it shall be necessary, in the opinion of the Company or in the reasonable opinion of either suchcounsel, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 ActRegulations, the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant tothe 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and theProspectus comply with such requirements. If at any time following issuance of a Permitted Free Writing Prospectus there occurred or occurs an event ordevelopment as a result of which such Permitted Free Writing Prospectus conflicted or would conflict with the information then contained in theRegistration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary inorder to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly (i)notify the Representatives and (ii) amend or supplement such Permitted Free Writing Prospectus to eliminate or correct such conflict, untrue statement oromission.

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(e) With respect to each sale of Underwritten Securities, the Company will make generally available to its security holders as soon as

practicable, but not later than 90 days after the close of the period covered thereby, earning statements (in a form complying with the provisions of Rule158 under the 1933 Act) covering 12-month periods beginning, in each case, not later than the first day of the Company’s fiscal quarter next following the“effective date” (as defined in Rule 158) of the Registration Statement.

(f) The Company will endeavor in good faith to qualify the Underwritten Securities for offering and sale under the applicable securities

laws of such jurisdictions as the Representatives may designate; provided, however, that the Company shall not be obligated to file any general consent toservice or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified. The Company will maintain suchqualifications in effect for as long as may be required for the distribution of the Underwritten Securities. The Company will file such statements andreports as may be required by the laws of each jurisdiction in which the Underwritten Securities have been qualified as above provided.

(g) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act in connection with the sale of the

Underwritten Securities, will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act. (h) Between the date of the Terms Agreement and the later of termination of any trading restrictions or Closing Time with respect to the

Underwritten Securities covered thereby, except for the issuance of senior debt securities upon the exercise of debt warrants, if any, the Company will not,without the Representatives’ prior consent, offer to sell, or enter into any agreement to sell, any new issue of senior debt securities of the Company with amaturity of more than one year, including additional Securities (other than borrowings under the Company’s revolving credit agreements).

(i) The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and

agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to theUnderwritten Securities that would constitute a “free writing prospectus,” as defined in Rule 405 of the 1933 Act Regulations, required to be filed withthe Commission. Any such free writing prospectus consented to in writing by the Company and the Representatives is referred to herein as a “PermittedFree Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuerfree writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations, and has complied and will comply with the requirements of Rule 433applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

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(j) Subject to the consent of the Representatives required in the immediately preceding paragraph, the Company will prepare a final term

sheet relating to the final terms of the Underwritten Securities and their offering and will file such final term sheet within the period required by Rule433(d)(5)(ii) of the 1933 Act Regulations following the date such final terms have been established for such Underwritten Securities. Any such final termsheet is, and shall be deemed to be, an issuer free writing prospectus and a Permitted Free Writing Prospectus. Notwithstanding anything to the contrarycontained herein, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a) (i) information describing thepreliminary terms of the Underwritten Securities generally or the offering of Underwritten Securities or (ii) information that describes the final terms ofthe Underwritten Securities of any particular series or their offering and that is or is to be included in the final term sheet of the Company contemplated inthe first sentence above or (b) other customary information that is neither “issuer information,” as defined in Rule 433, or otherwise an issuer free writingprospectus.

SECTION 4. Conditions of Underwriters’ Obligations. The several obligations of the Underwriters to purchase Underwritten Securities pursuant to

the Terms Agreement are subject to the accuracy of the representations and warranties on the part of the Company herein contained, to the accuracy of thestatements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance by the Company of all of its covenantsand other obligations hereunder and to the following further conditions:

(a) The Prospectus shall have been filed by the Company with the Commission pursuant to Rule 424(b) within the applicable time period

prescribed for such filing by the 1933 Act Regulations; and each Permitted Free Writing Prospectus shall have been filed by the Company with theCommission pursuant to Rule 433 within the applicable time period prescribed for such filing by the 1933 Act Regulations (to the extent so required).

(b) On or after the Applicable Time and prior to the applicable Closing Time (i) no stop order suspending the effectiveness of the

Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, (ii) the ratingassigned by Moody’s Investors Service, Inc., Standard & Poor’s Corporation, Fitch, Inc. or any other nationally-recognized credit rating agency to anylong-term debt securities of the Company as of the date of the Terms Agreement shall not have been lowered since the execution of such TermsAgreement and (iii) there shall not have come to the Representatives’ attention any facts that would cause the Representatives to believe that theProspectus, together with the General Disclosure Package, at the time it was required to be delivered to a purchaser of the Underwritten Securities,contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of thecircumstances existing at such time, not misleading.

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(c) At the applicable Closing Time, the Representatives shall have received:

(1) The favorable opinion, dated as of the applicable Closing Time, of Kirkland & Ellis LLP, counsel for the Company, in formand substance satisfactory to the Representatives, to the effect that:

(i) The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of

Delaware. (ii) This Agreement and the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by

the Company. (iii) The Indenture and the Warrant Agreement have been duly authorized, executed and delivered by the Company and,

assuming due authorization, execution and delivery by the Trustee, in the case of the Indenture, and the Warrant Agent, in the case ofthe Warrant Agreement, constitute a valid and binding obligation of the Company, enforceable in accordance with their terms, exceptas enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement ofcreditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whetherenforcement is considered in a proceeding in equity or at law) and except as enforcement thereof is subject, in the case of UnderwrittenSecurities denominated in a foreign currency or currency unit, to provisions of law that require that a judgment for money damagesrendered by a court in the United States be expressed only in United States dollars.

(iv) The Underwritten Securities have been duly authorized by the Company and, when executed and authenticated as

specified in the Indenture in the case of the Senior Securities or Subordinated Securities, or the Warrant Agreement, in the case of DebtWarrants, and delivered against payment pursuant to this Agreement, the Underwritten Securities will be valid and binding obligationsof the Company entitled to the benefits of the Indenture, in the case of Senior Securities or Subordinated Securities, or the WarrantAgreement, in the case of Debt Warrants, and enforceable in accordance with their terms, except as enforcement thereof may be limitedby bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except asenforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equityor at law) and except as enforcement thereof is subject, in the case of Underwritten Securities being denominated in a foreign currencyor currency unit, to provisions of law that require that a judgment for money damages rendered by a court in the United States beexpressed only in United States dollars; and the Warrant Securities, if any, have been duly authorized by the Company and, whenexecuted and authenticated as specified in the Indenture, and delivered against payment pursuant to the Warrant Agreement, theWarrant Securities will be valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable inaccordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similarlaws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity(regardless of whether enforcement is considered in a proceeding in equity or at law) and except as enforcement thereof is subject, inthe case of Warrant Securities being denominated in a foreign currency or currency unit, to provisions of law that require that ajudgment for money damages rendered by a court in the United States be expressed only in United States dollars.

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(v) The Underwritten Securities, the Indenture and the Warrant Agreement conform in all material respects as to legal

matters to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus. (vi) The Indenture has been duly qualified under the 1939 Act. (vii) If the Underwritten Securities to which a Terms Agreement relates are convertible into shares of Common Stock, the

shares of Common Stock issuable upon conversion thereof have been duly authorized and reserved for issuance upon such conversionby all necessary corporate action and when issued and delivered in accordance with the provisions of this Agreement relating thereto,will be validly issued, fully paid and nonassessable, and the issuance of such shares upon such conversion will not be subject topreemptive rights.

(viii) The Registration Statement is effective under the 1933 Act and, to the best of their knowledge and information, no

stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings thereforinitiated or threatened by the Commission.

(ix) The Registration Statement, at the Applicable Time, and the Prospectus, and each amendment or supplement thereto

(except for the financial statements and other financial data included therein or omitted therefrom and the Statement of Eligibility of theTrustee on Form T-1, as to which such counsel need express no opinion), as of their respective dates, excluding the documentsincorporated by reference therein, appear on their face to have been appropriately responsive in all material respects to the requirementsof the 1933 Act and the 1933 Act Regulations and the 1939 Act.

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(x) The documents incorporated by reference in the Registration Statement, the General Disclosure Package and the

Prospectus (except for the financial statements and other financial data included therein or omitted therefrom, as to which such counselneed express no opinion), as of the dates they were filed with the Commission, appear on their face to have been appropriatelyresponsive in all material respects to the requirements of the 1934 Act and the rules and regulations of the Commission thereunder.

(xi) The execution and delivery of this Agreement, the fulfillment of the terms herein set forth and the consummation of

the transactions herein contemplated will not conflict with the charter or by-laws of the Company.

Such opinion shall also state that such counsel have not verified, and are not passing upon and do not assume any responsibility for, theaccuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, other than those mentioned in (v)of subsection 4(c)(1) of this Section. Such counsel have, however, generally reviewed and discussed such statements with certain officers of theCompany and its auditors. In the course of such review and discussion, no facts have come to the attention of such counsel that has caused suchcounsel to believe (i) that the Registration Statement or any amendment thereto (except for the financial statements and other financial dataincluded therein or omitted therefrom and the Statement of Eligibility of the Trustee on Form T-1, as to which such counsel need not comment),at the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein ornecessary to make the statements therein not misleading or (ii) that the Prospectus or any amendment or supplement thereto (except for thefinancial statements and other financial data included therein or omitted therefrom, as to which such counsel need not comment), at the time theProspectus was issued, at the time any such amended or supplemented Prospectus was issued or at the applicable Closing Time, included orincludes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, inthe light of the circumstances under which they were made, not misleading or (iii) the General Disclosure Package, as of the Applicable Time oras of the applicable Closing Time, included any untrue statement of a material fact or omitted to state any material fact necessary in order tomake the statements therein, in the light of the circumstances under which they were made, not misleading.

(2) The favorable opinion, dated as of the applicable Closing Time, of the General Counsel or an Associate General Counsel ofthe Company to the effect that (i) the Company is duly qualified to transact business and is in good standing in Delaware, Illinois and Iowa, and(ii) the execution and delivery of this Agreement, the Indenture and the Warrant Agreement, the fulfillment of the terms herein and therein setforth and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of or default under,the charter or by-laws of the Company or any agreement, indenture or other instrument known to such counsel of which the Company or any ofits subsidiaries is a party or by which it or any of them is bound, or any law, administrative regulation or administrative or court order known tosuch counsel to be applicable to the Company.

Ann. A - 14

(3) The favorable opinion, dated as of the applicable Closing Time, of Sidley Austin LLP, counsel for the Underwriters, with

respect to the matters set forth in (i) to (vi), inclusive, and (viii) and (ix), and the last paragraph, of subsection (c)(1) of this Section.

(d) At the applicable Closing Time, there shall not have been, since the date of the Terms Agreement or since the respective dates as ofwhich information is given in the General Disclosure Package or the Prospectus, any material adverse change in the financial condition of the Companyand its subsidiaries considered as one enterprise, or in the results of operations or business prospects of the Company and its subsidiaries considered asone enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or aVice President of the Company, dated as of such Closing Time, to the effect that there has been no such material adverse change and to the effect that theother representations and warranties of the Company contained in Section 1 are true and correct.

(e) The Representatives shall have received from Deloitte & Touche LLP or other independent certified public accountants acceptable to the

Representatives a letter, dated as of the date of the Terms Agreement and delivered at such time, in form heretofore agreed to. (f) The Representatives shall have received from Deloitte & Touche LLP or other independent certified public accountants acceptable to the

Representatives a letter, dated as of the applicable Closing Time, reconfirming or updating the letter required by subsection (e) of this Section to theextent that may be reasonably requested by the Representatives, except that the specified date referred to shall be not more than three business days priorto Closing Time.

(g) At the applicable Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may

reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Underwritten Securities as herein contemplated and relatedproceedings or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions,herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Underwritten Securities as hereincontemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the

Representatives by notice to the Company at any time at or prior to the applicable Closing Time, and such termination shall be without liability of any party to anyother party except as provided in Section 5.

Ann. A - 15

SECTION 5. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement,

including (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, each Permitted Free Writing Prospectus and the Prospectus and,in each case, any amendments or supplements thereto, and the preparation, filing and reproduction of this Agreement and the Terms Agreement, (ii) thepreparation, issuance and delivery of the Underwritten Securities and any Warrant Securities issuable upon exercise of Debt Warrants to the Underwriters, (iii) thefees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Underwritten Securities and any Warrant Securities issuable uponexercise of Debt Warrants under securities laws in accordance with the provisions of Section 3(f), including filing fees and the fee and disbursements of counsel forthe Underwriters in connection therewith and in connection with the preparation of any Blue Sky Surveys and Legal Investment Surveys, (v) the printing anddelivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement, each Preliminary Prospectus, each Permitted Free WritingProspectus and the Prospectus and, in each case, any amendments or supplements thereto, (vi) the delivery by the Underwriters of the General Disclosure Packageand the Prospectus and, in each case, any amendments or supplements thereto in connection with solicitations or confirmations of sales of the UnderwrittenSecurities, (vii) the printing and delivery to the Underwriters of copies of the Indenture, the Warrant Agreement, if any, and any Blue Sky Surveys and LegalInvestment Surveys, (viii) the fees, if any, of rating agencies and (ix) the fees and expenses, if any, incurred in connection with the listing of the UnderwrittenSecurities or any Warrant Securities on any national securities exchange.

If this Agreement is terminated by the Representatives in accordance with the provisions of Section 4 or Section 9(i), the Company shall reimburse the

Underwriters named in such Terms Agreement for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for theUnderwriters.

SECTION 6. Indemnification. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any

Underwriter within the meaning of Section 15 of the 1933 Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement oralleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) including the Rule 430BInformation, or any omission or alleged omission therefrom, of a material fact required to be stated therein or necessary to make thestatements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in theProspectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus or the General Disclosure Package, orthe omission or alleged omission therefrom, of a material fact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading, unless such untrue statement or omission or such alleged untrue statementor omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of anyUnderwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus(or any amendment or supplement thereto) or any Permitted Free Writing Prospectus or the General Disclosure Package, or was madein reliance upon the Form T-1 of the Trustee under the Indenture;

Ann. A - 16

(ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid

in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or ofany claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if suchsettlement is effected with the written consent of the Company; and

(iii) against any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any

litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoeverbased upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any suchexpense is not paid under (i) or (ii) above.

In no case shall the Company be liable under this indemnity agreement with respect to any claim made against any Underwriter or any such controlling

person unless the Company shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure so to notify theCompany shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The Company shall be entitled toparticipate at its own expense in the defense, or if it so elects within a reasonable time after receipt of such notice, to assume the defense for any suit brought toenforce any such claim, but if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to theUnderwriter or Underwriters or controlling person or persons, defendant or defendants in any suit so brought. In the event that the Company elects to assume thedefense of any such suit and retains such counsel, the Underwriter or Underwriters or controlling person or persons, defendant or defendants in the suit shall bearthe fees and expenses of any additional counsel thereafter retained by them. In the event that the parties to any such action (including impleaded parties) includeboth the Company and one or more Underwriters and any such Underwriter shall have been advised by counsel chosen by it and satisfactory to the Company thatthere may be one or more legal defenses available to it which are different from or additional to those available to the Company, the Company shall not have theright to assume the defense of such action on behalf of such Underwriter and will reimburse such Underwriter and any person controlling such Underwriter asaforesaid for the reasonable fees and expenses of any counsel retained by them, it being understood that the Company shall not, in connection with any one actionor separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees andexpenses of more than one separate firm of attorneys for all such Underwriters and controlling persons, which firm shall be designated in writing by theRepresentatives. The Company agrees to notify the Representatives within a reasonable time of the assertion of any claim against it, any of its officers or directorsor any person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act, in connection with the sale of the Underwritten Securities.

Ann. A - 17

(b) Each Underwriter severally agrees that it will indemnify and hold harmless the Company and each of its officers who signs the Registration

Statement and each of its directors and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act to the same extent as theforegoing indemnity from the Company, but only with respect to statements or omissions made in the Prospectus (or any amendment or supplement thereto), aPermitted Free Writing Prospectus, the Registration Statement (or any amendment thereto), including the Rule 430B Information or the General DisclosurePackage in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representativesexpressly for use in the Registration Statement (or any amendment thereto) or in the Prospectus (or any amendment or supplement thereto) or a Permitted FreeWriting Prospectus or the General Disclosure Package. In case any action shall be brought against the Company or any person so indemnified based on theRegistration Statement or the Prospectus (or any amendment or supplement thereto) or a Permitted Free Writing Prospectus or the General Disclosure Package andin respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Companyand each person so indemnified shall have the rights and duties given to the Underwriters, by the provisions of subsection (a) of this Section.

SECTION 7. Contribution. If the indemnification provisions provided in Section 6 above should under applicable law be unenforceable in respect of

any losses, liabilities, claims, damages or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amountpaid or payable by such indemnified party as a result of such losses, liabilities, claims, damages or expenses (or actions in respect thereof) in such proportion as isappropriate to reflect the relative benefits received by the Company and the Underwriters from the offering of the Underwritten Securities and also the relative faultof the Company and the Underwriters in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses (oractions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Underwriters shall bedeemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the total underwritingdiscounts and commissions received by the Underwriters, in each case as set forth in the Prospectus, bear to the aggregate public offering price of the UnderwrittenSecurities. The relative fault shall be determined by reference to, among other things, whether the indemnified party failed to give the notice required under Section6 above including the consequences of such failure, and whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission tostate a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such statement or omission of the Company and the Underwriters, directly or through the Representatives. The Company and theUnderwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by per capita allocation (even if theUnderwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referredto above in this Section 7. The amount paid or payable by an indemnified party as a result of the losses, liabilities, claims, damages or expenses (or actions inrespect thereof) referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party inconnection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, no Underwriter shall be required tocontribute any amount in excess of the amount by which the total price at which the Underwritten Securities underwritten by it and distributed to the public wereoffered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untruestatement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitledto contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this Section 7 to contribute are severalin proportion to their respective underwriting obligations and not joint.

Ann. A - 18

The obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise have and shall extend, upon

the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act; and the obligations of theUnderwriters under this Section 7 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same termsand conditions, to each officer who signs the Registration Statement and each director of the Company and to each person, if any, who controls the Companywithin the meaning of Section 15 of the 1933 Act.

SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this

Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of anytermination of this Agreement, or any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shallsurvive delivery of any Underwritten Securities to the Underwriters.

SECTION 9. Termination. The Representatives may terminate this Agreement, immediately upon notice to the Company, at any time prior to the

applicable Closing Time (i) if there has been, since the date of the Terms Agreement or since the respective dates as of which information is given in theRegistration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the financial condition of the Company and itssubsidiaries considered as one enterprise, or in the results of operations or business prospects of the Company and its subsidiaries considered as one enterprise,whether or not arising in the ordinary course of business, or (ii) if there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect ofwhich on the financial markets of the United States is such as to make it, in the judgment of the Representatives, impracticable to market the UnderwrittenSecurities or enforce contracts for the sale of the Underwritten Securities, or (iii) if trading in the Common Stock of the Company has been suspended by theCommission or a national securities exchange or if trading on either the Nasdaq Stock Market or the New York Stock Exchange has been suspended, or minimumor maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of theCommission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities. In the event of any suchtermination, (x) the covenants set forth in Section 3 with respect to any offering of Underwritten Securities shall remain in effect so long as any Underwriter retainsbeneficial ownership of any such Underwritten Securities purchased from the Company pursuant to the applicable Terms Agreement and (y) the covenant set forthin Section 3(e), the provisions of Section 5, the indemnity agreement set forth in Section 6, the contribution provisions set forth in Section 7 and the provisions ofSections 8 and 15 shall remain in effect.

Ann. A - 19

SECTION 10. Default. If one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time to purchase

the Underwritten Securities which it or they are obligated to purchase under the applicable Terms Agreement (the “Defaulted Securities”), then the Representativesshall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchaseall, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, during such 24 hoursthe Representatives shall not have completed such arrangements for the purchase of all of the Defaulted Securities, then:

(a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Underwritten

Securities to be purchased pursuant to the Terms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated topurchase the full amount thereof in the proportions that their respective underwriting obligations thereunder bear to the underwriting obligations of allsuch non-defaulting Underwriters, or

(b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Underwritten Securities

to be purchased pursuant to such Terms Agreement, the Terms Agreement shall terminate without any liability on the part of any non-defaultingUnderwriters or the Company.

As used in this Section only, the aggregate amount or aggregate principal amount of Defaulted Securities or of Underwritten Securities shall mean the

aggregate principal amount of any Senior Securities or Subordinated Securities, or both, plus the public offering price of any Debt Warrants included in therelevant Underwritten Securities.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this

Agreement and the Terms Agreement. In the event of a default by any Underwriter or Underwriters as set forth in this Section, either the Representatives or the Company shall have the right to

postpone the applicable Closing Time for a period not exceeding seven days in order that any required changes in the Registration Statement, General DisclosurePackage or Prospectus or in any other documents or arrangements may be effected.

SECTION 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or

transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives; notices to the Company shall bedirected to it at One John Deere Place, Moline, Illinois 61265-8098, Attention: Treasurer.

Ann. A - 20

SECTION 12. Parties. This Agreement shall inure to the benefit of and be binding upon the Company and any Underwriter who becomes a party

hereto, and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation,other than the parties hereto or thereto and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and theirheirs and legal Representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. ThisAgreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties and their respective successors and saidcontrolling persons and officers and directors and their heirs and legal Representatives, and for the benefit of no other person, firm or corporation. No purchaser ofUnderwritten Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 13. Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity becomes subject to a

proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under thisAgreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any suchinterest and obligation, were governed by the laws of the United States or a state of the United States.

In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S.

Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extentthan such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed bythe laws of the United States or a state of the United States.

For purposes of foregoing two paragraphs, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance

with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term isdefined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted inaccordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act andthe regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgatedthereunder.

SECTION 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable

to agreements made and to be performed in said State. SECTION 15. Counterparts. The Terms Agreement may be executed in one or more counterparts, and if executed in more than one counterpart the

executed counterparts shall constitute a single instrument.

Ann. A - 21

EXHIBIT A

DEERE & COMPANY(a Delaware corporation)

[Title of Securities]

DELAYED DELIVERY CONTRACT

, 20[•]

DEERE & COMPANYOne John Deere PlaceMoline, Illinois 61265 Attention: Dear Sirs:

The undersigned hereby agrees to purchase from Deere & Company (the “Company”), and the Company agrees to sell to the undersigned on, [•] 20[•](the “Delivery Date”), principal amount of the Company’s [insert title of security] (the “Securities”), offered by the Company’s Prospectus dated , 20[•], assupplemented by its Prospectus Supplement dated [•], 20[•], receipt of which is hereby acknowledged at a purchase price of [[•]% of the principal amount thereof,plus accrued interest from [•], 20[•],] [and $[•] per Warrant, respectively] to the Delivery Date, and on the further terms and conditions set forth in this contract.

Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the Company or its order by certified orofficial bank check in New York Clearing House funds at the office of [•], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchasedby the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphiccommunication addressed to the Company not less than five full business days prior to the Delivery Date.

The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1)

the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned issubject and (2) the Company, on or before [•], 20[•], shall have sold to the Underwriters of the Securities (the “Underwriters”) such principal amount of theSecurities as is to be sold to them pursuant to the Terms Agreement dated [•],20[•] between the Company and the Underwriters. The obligation of the undersignedto take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securitiespursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof;prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment.

Ex. A - 1

Promptly after completion of the sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such

effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. By the execution hereof the undersigned represents and warrants to the Company that all necessary corporate action for the due execution and delivery of

this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or otherregulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the Company and mailing or delivery of acopy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms.

This contract will inure to the benefit of and binding upon the parties hereto and their respective successors, but will not be assignable by either party

hereto without the written consent of the other. It is understood that the Company will not accept Delayed Delivery Contracts for an aggregate principal amount of Securities in excess of $[•] and that

the acceptance of any Delayed Delivery Contract is in the Company’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-servedbasis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance on a copy hereof and mail or deliver a signedcopy hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such copy is somailed or delivered.

This Agreement shall be governed by the laws of the State of New York.

Yours very truly,

By:

(Name of Purchaser) (Title) (Address)

Ex. A - 2

Accepted as of the date first above written. DEERE & COMPANY By: (Name) (Title)

Ex. A - 3

PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone number of the Representatives of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as

follows: (Please print.)

Name

Telephone No. (including Area Code)

Ex. A - 4

Exhibit 4.1 CUSIP NO. 244199 BH7

$[ ]

DEERE & COMPANY 2.750% NOTE DUE APRIL 15, 2025

Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to theissuer or its agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such othername as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OROTHERWISE 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 bythe 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 suchnominee 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 April 15, 2025(the “Maturity Date”) and to pay interest thereon from March 30, 2020 or from the most recent Interest Payment Date to which interest has been paid or dulyprovided for, semi-annually on April 15 and October 15 in each year (each, an “Interest Payment Date”), commencing October 15, 2020, at 2.750% per annumuntil 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. Interestpayable on each Interest Payment Date will include interest accrued from and including March 30, 2020 or from and including the most recent Interest PaymentDate 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 aBusiness Day) preceding such Interest Payment Date (a “Regular Record Date”). Any such interest not so punctually paid or duly provided for (“DefaultedInterest”) 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 ormore Predecessor Securities) is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interestto 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, ormay 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 ofpayment 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 bemade 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 theCompany and The Bank of New York Mellon, Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture with respect to aseries 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 Securitiesare, and are to be, authenticated and delivered. This Note is one of a duly authorized series of Securities designated as “2.750% Notes due April 15, 2025”(collectively, the “Notes”).

2

The Notes are initially limited to $700,000,000 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 serieshaving 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 occurredand 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 15, 2025 (one month 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 entitledto 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 1104of 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 redemptiondate. 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 thatcomplies with the requirements of the depositary, if applicable), the Notes to be redeemed in part.

3

“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 theNotes being redeemed matured on, and that accrued and unpaid interest on such Notes was payable on, March 15, 2025 (determined bydiscounting, on a semiannual basis, the principal and interest at the Reinvestment Rate, determined on the third Business Day preceding thedate notice of the redemption is given, from the respective dates on which the principal and interest would have been payable assuming theNotes being redeemed matured on, and that accrued and unpaid interest on such Notes was payable on, March 15, 2025), 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 15, 2025) (the“Treasury Yield’’), plus 0.350% for the Notes being redeemed. For purposes of calculating the Reinvestment Rate, (1) the Treasury Yield will be equal to thearithmetic mean of the yields displayed for each day in the preceding calendar week published in the Statistical Release for Treasury constant maturities with amaturity equal to the remaining life to maturity of the Notes being redeemed (assuming the Notes matured on March 15, 2025) and (2) the most recent StatisticalRelease published prior to the date of the applicable determination will be used. However, if no published maturity exactly corresponds to such remaining life, thenthe 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 longestpublished maturities. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury Yield in the abovemanner, 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 orsuccessor publication is not published at the time of any required determination under the Indenture, then another reasonably comparable index which theCompany 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.

4

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. 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. Suchamendment 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 inaggregate principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby. The Indenture also contains provisionspermitting 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 allOutstanding Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holdersof 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 ofsuch individual series certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon theHolder 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 hereinprescribed.

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 certainconditions 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 wherethe 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 Companyand the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorizeddenominations 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.

5

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, theCompany will issue Notes in certificated form in exchange for each global Security. In addition, subject to the procedures of the Depository, the Company may atany 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 theglobal 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 certificatedform 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 issuedin 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, withoutcoupons.

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, theTrustee 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 or electronic signature, this Note shall not be entitled

to any benefit under the Indenture or be valid or obligatory for any purpose.

6

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

Dated: ______________, 2020 DEERE & COMPANY By: Thomas C. Spitzfaden Vice President and Treasurer Attest: Todd E. Davies Corporate Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in thewithin-mentioned Indenture Dated: _________________, 2020 THE BANK OF NEW YORK MELLON, as Trustee By: Authorized Signatory

Exhibit 4.2 CUSIP NO. 244199 BJ3

$[ ]














2






If the Notes are redeemed on or after January 15, 2030 (three 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







3


the Company, excluding interest accrued to the date of redemption, that would have been payable in respect of each dollar assuming theNotes being redeemed matured on, and that accrued and unpaid interest on such Notes was payable on, January 15, 2030 (determined bydiscounting, on a semiannual basis, the principal and interest at the Reinvestment Rate, determined on the third Business Day preceding thedate notice of the redemption is given, from the respective dates on which the principal and interest would have been payable assuming theNotes being redeemed matured on, and that accrued and unpaid interest on such Notes was payable on, January 15, 2030), over



the nearest month) of the principal of the Notes being redeemed as of the date of redemption (which maturity shall be deemed to be January 15, 2030) (the“Treasury Yield”), plus 0.350% for the Notes being redeemed. For purposes of calculating the Reinvestment Rate, (1) the Treasury Yield will be equal to thearithmetic mean of the yields displayed for each day in the preceding calendar week published in the Statistical Release for Treasury constant maturities with amaturity equal to the remaining life to maturity of the Notes being redeemed (assuming the Notes matured on January 15, 2030) and (2) the most recent StatisticalRelease published prior to the date of the applicable determination will be used. However, if no published maturity exactly corresponds to such remaining life, thenthe 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 longestpublished maturities. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury Yield in the abovemanner, then the Treasury Yield will be determined in the manner that most closely approximates the above manner, as the Company reasonably determines.





4












5











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Exhibit 4.3 CUSIP NO. 244199 BK0

$[ ]














2






If the Notes are redeemed on or after October 15, 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







3


the Company, excluding interest accrued to the date of redemption, that would have been payable in respect of each dollar assuming theNotes being redeemed matured on, and that accrued and unpaid interest on such Notes was payable on, October 15, 2049 (determined bydiscounting, on a semiannual basis, the principal and interest at the Reinvestment Rate, determined on the third Business Day preceding thedate notice of the redemption is given, from the respective dates on which the principal and interest would have been payable assuming theNotes being redeemed matured on, and that accrued and unpaid interest on such Notes was payable on, October 15, 2049), over



the nearest month) of the principal of the Notes being redeemed as of the date of redemption (which maturity shall be deemed to be October 15, 2049) (the“Treasury Yield”), plus 0.350% for the Notes being redeemed. For purposes of calculating the Reinvestment Rate, (1) the Treasury Yield will be equal to thearithmetic mean of the yields displayed for each day in the preceding calendar week published in the Statistical Release for Treasury constant maturities with amaturity equal to the remaining life to maturity of the Notes being redeemed (assuming the Notes matured on October 15, 2049) and (2) the most recent StatisticalRelease published prior to the date of the applicable determination will be used. However, if no published maturity exactly corresponds to such remaining life, thenthe 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 longestpublished maturities. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury Yield in the abovemanner, then the Treasury Yield will be determined in the manner that most closely approximates the above manner, as the Company reasonably determines.





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5











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Exhibit 5.1

300 North LaSalle Chicago, IL 60654 United States Facsimile +1 312 862 2000 +1 312 862 2200 www.kirkland.com

March 30, 2020

Deere & Company One John Deere Place Moline, Illinois 61265

Re: Registration Statement on Form S-3ASR

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as legal counsel to Deere & Company, a Delaware corporation (the “Company”), in connection with theregistration by the Company of $700,000,000 aggregate principal amount of 2.750% Notes due April 15, 2025 (the “2025 Notes”), $700,000,000 aggregateprincipal amount of 3.100% Notes due April 15, 2030 (the “2030 Notes”) and $850,000,000 aggregate principal amount of 3.750% Notes due April 15, 2050 (the“2050 Notes”, and together with the 2025 and 2030 Notes, the “Notes”) pursuant to the terms of the Terms Agreement, dated March 25, 2020 (the “TermsAgreement”), among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFGSecurities Americas Inc. and RBC Capital Markets, LLC as representatives of the several underwriters named therein. The Notes are being offered and sold undera Registration Statement on Form S-3ASR (No. 333-218760) filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 15,2017 under the Securities Act of 1933, as amended (the “Securities Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to asthe “Registration Statement”), including a base prospectus dated June 15, 2017 (the “Base Prospectus”), a preliminary prospectus supplement dated March 25,2020 (the “Preliminary Prospectus Supplement”) and a final prospectus supplement dated March 25, 2020 (together with the Base Prospectus and the PreliminaryProspectus Supplement, the “Prospectus”).

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and

other instruments as we have deemed necessary for the purposes of this opinion, including (i) the certificate of incorporation and by-laws of the Company, (ii) theRegistration Statement and the Prospectus, (iii) the indenture, dated September 25, 2008, between the Company and The Bank of New York Mellon, as trustee (the“Indenture”) and (iv) copies of the Notes.

Beijing Boston Dallas Hong Kong Houston London Los Angeles Munich New York Palo Alto Paris San Francisco Shanghai Washington, D.C.

Deere & CompanyMarch 30, 2020Page 2

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all

documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of allnatural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such personssigning on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other thanthe Company. We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements andrepresentations of officers and other representatives of the Company and others.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any

bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rightsgenerally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policyconsiderations that may limit the rights of parties to obtain certain remedies.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that

the Notes have been duly authorized and are binding obligations of the Company. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K and to its incorporation into the Registration

Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. Ingiving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of the rules andregulations of the Securities and Exchange Commission.

We have also assumed that the execution and delivery of the Indenture and the Notes and the performance by the Company of its obligations thereunder

do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Company is bound. Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York and the General Corporation Law

of the State of Delaware. We do not find it necessary for purposes of this opinion, and accordingly we do not purport to cover herein, the application of thesecurities or “blue sky” laws of the various states to the sale of the Notes.

Deere & CompanyMarch 30, 2020Page 3

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This

opinion speaks only as of the date hereof, and we assume no obligation to revise or supplement this opinion. This opinion is furnished to you in connection with thefiling of the Company’s Current Report on Form 8-K, which is incorporated into the Registration Statement, and in accordance with the requirements of Item601(b)(5) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Sincerely, /s/ Kirkland & Ellis LLP KIRKLAND & ELLIS LLP

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