When added to base salary, target awards under the Bonus Plan for Deere’s executives are structured to provide median annual cash compensation relative to the peer group companies. The target award is 110 percent of base salary for the CEO and 70 to 75 percent of base salary for other senior officers. The target percentages are reviewed and set by the Committee annually. No bonus payment is available if minimum performance thresholds are not achieved.

     For fiscal 2006, Deere’s operating return on average consolidated operating assets as adjusted for actual sales volumes in the equipment divisions and return on equity in the financial services businesses, calculated in accordance with the Bonus Plan were at maximum performance. Based on these results, the preestablished Bonus Plan formula resulted in an annual performance bonus payment for Mr. Lane of $2,642,721. The Committee determined to pay Mr. Lane the amount calculated under the Bonus Plan. This amount represents approximately 215 percent of base salary. The other senior officers also received annual performance bonus payments calculated under the preestablished Bonus Plan formula of approximately 133 to 139 percent of base salaries.

     In addition to the above performance Bonus Plan payments, the Committee and the CEO are authorized to grant discretionary bonuses to selected employees in recognition of outstanding achievement. Such bonuses may not exceed 20 percent of annual base salary, except in unusual circumstances. No such discretionary bonuses were granted to Deere’s officers for fiscal 2006.

     Deere also provides senior officers with selected personal benefits that in aggregate are below market, but where provided are commensurate with those of executives at peer group companies. Such personal benefits consist primarily of health and life insurance, executive physicals, security systems, limited personal use of corporate aircraft, and financial planning assistance. The Committee does not consider personal benefits to be a material component of executive compensation.

Long-Term Incentives

     Equity Incentives. Deere’s long-term incentives for executive officers have been comprised of annual grants of market-priced and premium-priced stock options under the John Deere Stock Option Plan and the John Deere Omnibus Equity and Incentive Plan (the “Omnibus Plan”) and grants of restricted stock units under the Omnibus Plan. Stockholders approved amendments renewing the Omnibus Plan at the February, 2006 annual meeting. Grants under these plans are intended to promote the creation of sustained stockholder value, encourage ownership of Deere stock, foster teamwork and retain high-caliber executives.

     Under each plan, grants to executives are based on criteria established by the Committee, including responsibility level, base salary, current market practice, the market price of Deere’s stock and the number of shares available under each plan. Grant guidelines for market-priced options and restricted stock units are established for all executive participants (including Mr. Lane) with the objective of providing a target total compensation opportunity, including base salary, the target annual short-term bonus, stock options, and restricted stock units, equal to the 50th percentile of the peer group. Depending on stock price performance, Deere’s performance and the number of available shares, actual total compensation for any given year could be at, above, or below the target of the peer group. The number of options or restricted shares previously granted to, or held by, an executive is not a factor in determining individual grants.

     In fiscal 2006, the long-term incentive award to senior executives included market-priced options and restricted stock units that vest over three years and are subject to the other terms and conditions of the Omnibus Plan. The options have a maximum term of ten years and the restricted stock units are not transferable for five years. This combination of options and restricted stock units is intended to reinforce the focus on long-term sustained higher levels of Deere performance, support the stock ownership guidelines for senior management and allocate available shares over the expected life of the Omnibus Plan. Consistent with the Committee’s compensation philosophy and the comparator

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group marketplace, for fiscal 2006 the Committee approved a target grant of market-priced options and restricted stock units. During fiscal 2006, Mr. Lane was awarded 150,050 market-priced options that become exercisable in three annual installments beginning in December 2006 and 50,016 restricted stock units that vest after three years, must be held for five years and are payable exclusively in stock.

     The Mid-Term Plan. In fiscal 2003, Deere introduced a new, multiyear incentive plan, the John Deere Mid-Term Incentive Bonus Plan (the “Mid-Term Plan”) to create additional rewards when excellent financial results are achieved over a sustained (4-year) basis. Deere stockholders approved the Mid-Term Plan at the February, 2003 stockholders meeting. The Mid-Term Plan incentive has been targeted to provide total compensation, assuming achievement of exceptional levels of Deere’s performance, approximately equal to the 75th percentile of the peer group. In order to maintain this alignment with the market place, the Committee approved slight reductions in the executive officers’ target and maximum award percentages for the performance period beginning in fiscal 2006. Depending on Deere’s performance, actual total compensation for any given year could be at, above, or below the target of the peer group.

     Company-wide shareholder value added (“SVA”) is used to determine awards earned under the Mid-Term Plan. The Committee has continued to evaluate and test various operating performance metrics to determine the strongest correlation over time with shareholder value creation. The Committee believes SVA contains significant sustained performance incentives, has a proven correlation to Deere’s total shareholder return, and has aligned executive and employee performance with Deere’s business strategy over the past four years.

      Generally, SVA is defined as operating income before taxes and mid-term performance bonuses, less the cost of capital. SVA is computed for each fiscal year. The annual amounts are aggregated to determine performance for the four-year performance period. Deere shares with qualifying employees a small percentage of the four-year aggregated SVA, up to a capped level of $3 billion. Therefore, total annual awards paid to employees are capped.

     As part of the annual review of the Mid-Term Plan, the Committee approved changes to the SVA metric on which the bonus is paid. The percentage of the SVA pool shared with employees is decreasing from 4.7% to 4.0%. This change ensures delivery of total compensation approximately equal to 75^th percentile of the peer group when exceptional levels of company performance are achieved. In conjunction with the decrease in the percent of SVA shared with employees, the four-year aggregated SVA cap is being raised from $3 billion to $4 billion. These changes align SVA performance levels with enterprise SVA goals and raise the bar for SVA performance levels required to deliver mid-range and maximum awards. Mid-range awards will require an aggregate SVA for the performance period of $2 billion compared to $1.5 billion previously. Maximum awards will require an aggregate SVA for the performance period of $4 billion compared to $3 billion previously. These changes are effective for the performance periods beginning in and after fiscal year 2007. The first payout impacted by these changes will be in December 2010 due to the four year performance period.

     The Committee is aware that this emphasis on aggregate performance over four years can result in awards being paid for periods when Deere is entering or has recently left a down cycle in its business. Inherent in the Mid-Term Plan design is a lagging, four-year impact. Positive SVA earned in a given year is part of the bonus calculation for the next four years. Negative SVA in a given year can offset positive SVA earned in a prior or future year.

     As discussed above under Short-Term Incentives, beginning in fiscal 2006, significant goodwill from acquisitions is phased into the asset or equity base of the performance computations evenly over a sixty-month period. The objective is to encourage investments in sound acquisitions that may include goodwill, while still requiring effective integration and management of new businesses in a timely manner.

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     Beginning with fiscal 2003, three transition performance periods were established under the Mid-Term Plan consisting of two, three and four fiscal years. The first full four-year performance period ended at the close of fiscal 2006. For the four year performance period ending at the close of fiscal 2006, Deere’s SVA calculated in accordance with the Mid-Term Plan was at maximum capped performance. Based on these results, the preestablished Mid-Term Plan formula resulted in a mid-term incentive payment for Mr. Lane of $3,438,928. The Committee determined to pay Mr. Lane the amount calculated under the Mid-Term Plan. The other senior officers also received mid-term incentive payments calculated under the preestablished Mid-Term Plan formula ranging from $437,519 to $1,170,483.

     Stock Ownership Guidelines. Finally, during fiscal 1998, the Committee introduced revised stock ownership guidelines for members of Deere’s senior management team to encourage the retention of stock acquired through Deere’s various equity incentive plans. These guidelines are based on a multiple of each officer’s base salary. The guidelines are 5 times base salary for the CEO and 3.5 times base salary for the other executive officers. Other executives have stock ownership guidelines ranging from 1 to 2.5 times base salary. Restricted stock units, but not stock options, are included in determining whether an executive has achieved the ownership guideline. Once the guideline is achieved by the executive, the number of shares held at that time becomes the fixed stock ownership requirement for the executive even if base salary increases. Each of the executive officers has achieved stockholdings in excess of the applicable multiple.

CEO Compensation

     Mr. Lane has served as Chairman, President and Chief Executive Officer of Deere since August 2000. Mr. Lane’s base salary, annual performance bonus, and option and restricted stock unit grants have been targeted to provide total compensation, assuming achievement of targeted levels of Deere’s performance, approximately equal to the 50th percentile of CEO compensation of the peer group companies. The Mid-Term Plan incentive has been targeted to provide total compensation, assuming achievement of exceptional levels of Deere performance, approximately to the 75th percentile or top quartile of CEO compensation of the peer group companies. For fiscal 2006, Mr. Lane’s total compensation was in the upper quartile of total CEO compensation of the peer group due to his maximum short-term and mid-term incentive bonus. As explained above, the availability of short-term and mid-term bonus payments were based generally on return on assets, return on equity, shareholder value added and payout levels established by the Committee at the beginning of the performance periods, as determined by actual 2006 results. The above target annual and mid-term bonuses are commensurate with the record financial performance of Deere relative to market conditions over the past three fiscal years. It is the Committee’s view that this relationship between pay and Deere’s performance is appropriate and serves stockholders’ interests.

Compensation Committee
	Arthur L. Kelly, Chair
	Crandall C. Bowles
	Vance D. Coffman
	Antonio Madero B.
	Richard B. Myers

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COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG DEERE, THE S&P 500 INDEX AND THE S&P 500 CONSTRUCTION & FARM MACHINERY INDEX
The following graph and table compare the total return on $100 invested in Deere common stock at year-end for the five year period from October 31, 2001 through October 31, 2006 with the total return on $100 invested in the Standard & Poor’s 500 Stock Index and in the Standard & Poor’s 500 Construction & Farm Machinery Index. The total return includes the reinvestment of dividends. The closing market price for Deere common stock at the end of fiscal 2006 was $85.13.		The Standard & Poor’s 500 Construction & Farm Machinery Index is made up of Deere, Caterpillar Inc., Cummins Inc., Navistar International Corp., and PACCAR Inc.      The stock price performance shown on the graph is not intended to forecast and does not necessarily indicate future price performance.

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COMPENSATION OF EXECUTIVE OFFICERS

     The following table shows the amount of compensation we paid to our Chief Executive Officer (the “CEO”) and each of our four most highly compensated executive officers other than the CEO during the past three fiscal years. We refer to these five executive officers as the “named executive officers.” The amounts shown include the cash and non-cash compensation we paid to the executive officer, plus amounts the officer earned but elected to defer until a later year.

SUMMARY COMPENSATION TABLE

													Long-Term
													Compensation Awards
				Annual Compensation									Awards					Payouts
																Securities
													Restricted			Underlying
										Other Annual			Stock			Options/		LTIP			All Other
Name and Principal		Fiscal		Salary			Bonus(1)			Compensation(2)			Awards(3)			SAR(4)		Payouts(5)			Compensation(6)
Position		Year		($)			($)			($)			($)			(#)		$			($)
Robert W. Lane,		2006		$	1,230,888		$	2,642,721		$	97,315		$	3,448,603		150,050		$	3,438,928		$	110,542
Chairman, President &		2005		$	1,124,960		$	2,411,695		$	0		$	4,493,450		160,000		$	2,824,309		$	67,841
Chief Executive Officer		2004		$	1,079,570		$	2,000,000		$	0		$	4,550,260		185,000		$	1,555,872		$	12,552
H. J. Markley,		2006		$	531,310		$	731,534		$	0		$	714,667		31,097		$	1,170,483		$	128,049
President,		2005		$	508,940		$	698,508		$	0		$	1,091,286		39,467		$	943,857		$	74,118
Agricultural Division		2004		$	472,908		$	621,341		$	0		$	811,668		33,000		$	491,626		$	28,180
Nathan J. Jones,
President		2006		$	525,530		$	731,364		$	0		$	717,770		31,230		$	1,170,483		$	29,502
Worldwide Commercial		2005		$	502,845		$	691,810		$	0		$	1,151,015		41,626		$	943,857		$	22,172
& Consumer Equipment		2004		$	469,885		$	620,918		$	0		$	836,264		34,000		$	491,626		$	6,272
David C. Everitt,		2006		$	524,924		$	714,350		$	0		$	707,151		30,770		$	1,170,483		$	43,445
President,		2005		$	479,576		$	645,050		$	0		$	1,006,533		36,400		$	943,857		$	30,029
Agricultural Division		2004		$	408,803		$	535,620		$	0		$	793,221		32,200		$	491,626		$	7,444
Samuel R. Allen,
President, Worldwide		2006		$	510,264		$	703,395		$	0		$	693,637		30,182		$	1,170,483		$	113,867
Construction &		2005		$	465,364		$	636,248		$	0		$	987,315		35,706		$	943,857		$	63,452
Forestry		2004		$	403,588		$	524,628		$	0		$	762,476		30,182		$	491,626		$	22,877

(1) Salaried employees receive additional compensation in the form of year-end cash bonus payments in each year that they meet performance goals. The amount of the bonus an executive officer received over the past three fiscal years depended upon pre-bonus and pre-extraordinary item return on average assets of the equipment divisions and return on equity of the finance division for the year, and the position and salary of the executive officer.

(2) The amount shown represents the aggregate incremental cost to the Company of providing various perquisites in fiscal 2006 for those in excess of reporting thresholds. The amount includes $91,464 for personal use of Company aircraft. The taxable amount of personal aircraft use is included in the reported salary amount. The Company does not reimburse the executive for taxes. 

(3) The amounts represent the market value (based on the closing market price of Deere’s stock on the date of grant) of restricted stock units granted during the fiscal year. The units vest after three years and must be held for at least five years. Dividend equivalents are paid on the restricted stock units. As of October 31, 2006, the total number of restricted stock units and their market value (based on the closing market price) held by each of the named executive officers were as follows: Mr. Lane

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(245,621 units valued at $20,909,716); Mr. Markley (49,113 units valued at $4,180,990); Mr. Jones (51,275 units valued at $4,365,041); Mr. Everitt (46,166 units valued at $3,930,112); and Mr. Allen (44,378 units valued at $3,777,899).

(4) The amounts for each year represent market-priced options granted during that fiscal year. Additional details on the fiscal 2006 grant are included in the “Option/SAR Grants In Last Fiscal Year” table that follows.

(5) The payments represent the amounts paid under the John Deere Mid-Term Incentive Bonus Plan approved by stockholders at the 2003 annual meeting. Under the Mid-Term Plan, if the Company meets the performance goals established by the Committee at the beginning of a performance period, participants may receive awards as determined by the Committee. The amount of the bonuses for 2006 were based on the aggregate amount of fiscal 2004, 2005 and 2006 shareholder value added allocated for participants, the position of the employee and the number of participants for the performance period. At the time of the initial awards under the Mid-Term Plan, the Committee determined not to count fiscal 2003 shareholder value added if it was less than zero. Generally, shareholder value added is defined as operating income before taxes and mid-term performance bonuses, less the cost of capital or equity. For the four year performance period ending October 31, 2006, the Committee established an aggregate cap of $3,000,000,000 for the amount of shareholder value added considered for bonus purposes. The Company’s actual shareholder value added for the performance period exceeded the cap and together with the other award factors resulted in an award of 200% of the target award.

(6) The amounts shown for fiscal year 2006 consist of: (i) vested employer contributions to the Deere 401(k) Savings and Investment Plan of $15,000 for each of Mr. Lane, Mr. Jones, and Mr. Everitt, $25,484 for Mr. Markley, and $25,164 for Mr. Allen; (ii) vested employer contributions to the Deere Defined Contribution Restoration Plan of $96,619 for Mr. Markley and $88,703 for Mr. Allen; and (iii) above-market earnings on deferred compensation of $95,542 for Mr. Lane, $5,946 for Mr. Markley, $14,502 for Mr. Jones, and $28,445 for Mr. Everitt. Deere’s contribution to the Deere 401(k) Savings and Investment Plan for all participating Deere employees during the past fiscal year was $82,530,573. Deere’s contribution to the Deere Defined Contribution Restoration Plan for all participating Deere employees during the past fiscal year was $2,005,291.

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     The following table shows information concerning individual grants of stock options we made during fiscal 2006 to each of our named executive officers. In addition, the table shows the potential realizable values of the grants assuming annually compounded stock price appreciation rates of five and ten percent per annum over the maximum option term. The options were granted under the John Deere Omnibus Equity and Incentive Plan and are subject to its terms. Under the Omnibus Equity and Incentive Plan, the actual option terms may be shorter than the maximum term under certain circumstances. The five and ten percent rates of appreciation are set by the rules of the Securities and Exchange Commission and are not intended to forecast possible future appreciation, if any, of Deere’s stock price.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

												Potential Realizable Value
												at Assumed Annual Rates of
												Stock Price Appreciation for
		Individual Grants										Option Term(3)
		Number of		% of Total
		Securities		Options/SARs
		Underlying		Granted to			Exercise or
		Options/SARs		Employees in			Base Price			Expiration		5%			10%
Name		Granted(1)(#)		Fiscal Year			($/Sh)			Date(2)		($)			($)
Robert W. Lane		150,050		6.21	%		$	68.88		12/7/15		$	6,499,905		$	16,472,036
H. J. Markley		31,097		1.29	%		$	68.88		12/7/15		$	1,347,068		$	3,413,735
Nathan J. Jones		31,230		1.29	%		$	68.88		12/7/15		$	1,352,829		$	3,428,335
David C. Everitt		30,770		1.27	%		$	68.88		12/7/15		$	1,332,903		$	3,377,838
Samuel R. Allen		30,182		1.25	%		$	68.88		12/7/15		$	1,307,432		$	3,313,289

(1) The number shown represents market-priced options which we granted during the fiscal year. The options become exercisable in three approximately equal installments at one, two and three years after the date that they are granted.

(2) The options have a maximum term of ten years. The options will expire if the option holder’s employment with Deere terminates during the term of the option for any reason other than death or disability, or retirement pursuant to Deere’s disability or retirement plans. If the employee retires, the options are exercisable within five years of retirement or, if later, within one year of death but in no event more than 10 years after the date of grant.

(3) The total potential realizable value for all Deere stockholders as a group based on 227,233,062 outstanding shares as of the 2006 fiscal year end, would be $9,843,341,290 at the 5% assumed annual rate of appreciation, and $24,944,959,450 at the 10% annual rate of appreciation. Mr. Lane’s total potential realizable value is 0.07 % of the potential realizable value of all stockholders at the 5% and 10% assumed annual rates of appreciation. The ratio of the total potential realizable value of all the named executive officers to that of all stockholders is 0.12 % at both the 5% and 10% assumed annual rates of appreciation.

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     The following table shows information concerning exercises of options and SARs during fiscal 2006 for the named executive officers. The table also shows the number and value of unexercised options (and tandem SARs) each named executive officer held as of October 31, 2006.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES

		Number of					Number of Securities
		Securities					Underlying				Value of Unexercised In-the-
		Underlying					Unexercised Options/SARs at				Money Options/SARs at
		Options/SARs		Value			Fiscal Year-End (2)(#)				Fiscal Year End (3)($)
Name		Exercised (1)(#)		Realized ($)			Exercisable		Unexercisable		Exercisable			Unexercisable
Robert W. Lane		195,934		$	8,972,839		930,693		316,700		$	34,802,126		$	5,536,633
H. J. Markley		181,839		$	7,662,061		72,137		68,036		$	2,170,664		$	1,171,665
Nathan J. Jones		281,623		$	8,657,318		0		69,924		$	0		$	1,204,036
David C. Everitt		45,188		$	1,523,500		90,963		65,420		$	3,032,788		$	1,128,235
Samuel R. Allen		0		$	0		118,912		63,978		$	4,267,264		$	1,102,160

(1) The number shown represents the total number of shares with respect to which options were exercised before any withholding of shares to pay the exercise price and taxes. No SARs were exercised by executive officers during fiscal 2006.

(2) Market-priced options and SARs become exercisable one to three years after the date of grant, and have a maximum term of ten years subject to the provisions of the Omnibus Equity and Incentive Plan. The premium-priced options granted in 1998 became exercisable in 2003. The premium-priced options have a maximum term of ten years subject to the provisions of the Omnibus Equity and Incentive Plan.

(3) The amounts shown represent the difference between the option exercise price and $85.13 (the closing market price for Deere common stock as of October 31, 2006.) The options that were in-the-money as of October 31, 2006 were granted in the following calendar years at the following exercise prices:

Market-Priced Options: 1997 ($56.50), 2000 ($42.07), 2001 ($42.30), 2002 ($45.80), 2003 ($61.64), 2004 ($69.37), and 2005 ($68.88).

Premium-Priced options: 1998 ($50.97).

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     The following table shows information concerning long-term incentive plan awards made during fiscal 2006 to the named executive officers. The awards were made under the John Deere Mid-Term Incentive Bonus Plan approved by stockholders at the February 2003 annual meeting and are subject to its terms.

LONG-TERM INCENTIVE PLAN — AWARDS IN LAST FISCAL YEAR

				Estimated Future Payouts Under
				Non-Stock-Price-Based Plans (2)
		Performance or Other Period
		Until Maturation or Payout		Threshold			Target			Maximum
Name		(1)		($)			($)			($)
Robert W. Lane		4 years		$	1,100		$	1,719,464		$	3,438,928
H. J. Markley		4 years		$	400		$	585,242		$	1,170,483
Nathan J. Jones		4 years		$	400		$	585,242		$	1,170,483
David C. Everitt		4 years		$	400		$	585,242		$	1,170,483
Samuel R. Allen		4 years		$	400		$	585,242		$	1,170,483

(1) The Compensation Committee of the Board has established shareholder value added as the performance measure under the John Deere Mid-Term Incentive Bonus Plan and intends to establish performance periods generally consisting of four fiscal years. Generally, shareholder value added is defined as operating income before taxes and mid-term performance bonuses, less the cost of capital or equity.

(2) No awards will be paid unless at least $1,000,000 of shareholder value added is generated for a performance period and the maximum award will be earned if $3,000,000,000 of shareholder value added is generated during a performance period. The amounts in the table represent the awards that could be payable at the end of the performance period depending upon actual performance during the period and the actual number of participants sharing in the shareholder value added allocated to participants for the performance period.

PENSION BENEFITS

Under Deere’s pension program, employees in executive salary grades (“executives”) receive an annual pension determined by the following formula: 1.5% times the employee’s number of years of non-executive service times the executive’s average pensionable pay; plus   2.0% times the number of years the employee served as an executive times the executive’s average pensionable pay.      Executives participating in the executive program prior to 1997 chose one of the following two options for “average pensionable pay”: The executive’s compensation for the five highest years, not necessarily consecutive, during the 10 years immediately preceding the date of retirement. If the executive elected this

option, compensation is calculated by adding the executive’s salary to the larger of (i) the sum of short-term bonuses, or (ii) any payments under the long-term incentive plan, awards under the restricted stock plan, or, after 1998, a prorated amount of awards under the equity incentive plan, or, after 2000, the target amount of short-term bonuses; or The executive’s compensation over his or her entire career with Deere (“career average compensation”). If the executive elected this option, compensation is calculated by adding the executive’s salary to any short-term bonuses.      The maximum annual pension an executive may receive if “average pay” is determined under the first alternative is 66.67% of his or her average pensionable pay.

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In addition, for salaried employees hired prior to 1997 who elected the second option, career average compensation includes the average of the executive’s compensation for the executive’s five anniversary years prior to 1997, plus all future compensation the executive receives until retirement (with bonuses paid in 1992 through 1996 phased into the computation over five years.) Participants who became eligible for the executive program after January 1, 1997 do not have an election as to how average pensionable pay will be calculated; instead, the calculation is based exclusively on the career average compensation formula described above. Average pensionable pay is calculated in all cases using the entire amount of relevant compensation the executive earned, even if the executive elected to defer receipt of some of the compensation until a later time under Deere’s deferral programs.      A salaried employee who is not eligible for the executive pension receives an annual pension benefit of 1.5% for each year of service times his or her average pensionable pay. Employees hired before 1997 chose one of the following two options for “average pensionable pay”: the employee’s base salary for the five highest years during the 10 years immediately preceding the date of retirement; or   the employee’s career average compensation. Compensation is calculated by adding the employee’s salary to any bonus awarded under the performance bonus plan.      In addition, for employees hired prior to 1997, career average compensation generally will include the average of compensation from the five anniversary years prior to 1997 plus all future compensation until retirement (with bonuses paid in 1992 through 1996 phased into the computation over five years.) After January 1, 1997, the average pensionable pay for new salaried employees who are not

entitled to the executive pension is based exclusively on career average salary and performance bonuses. For salaried employees, including executives, participating in the career average compensation option, we make enhanced contributions to the employee’s 401(k) retirement savings account. In addition, depending on the employee’s years of service as of January 1, 1997, the employee’s minimum age to retirement with full benefits may be increased.      The estimated pensions payable upon retirement at age 65 for the following named executive officers is: Mr. Lane, $9,245 monthly plus a $20,410,852 lump sum; Mr. Markley, $10,069 monthly plus a $4,481,315 lump sum; Mr. Jones, $13,718 monthly plus a $4,653,097 lump sum; Mr. Everitt $12,363 monthly plus a $3,726,995 lump sum; and Mr. Allen $10,423 monthly plus a $4,247,706 lump sum. The estimated annual pensions shown are based on a straight-life annuity for the qualified pension plan and a lump sum for nonqualified pension plan benefits. Pension benefits are not reduced for any social security benefits or other offset amounts that the executive or employee may receive.      We have used the following assumptions in computing the estimated pension payments: we continue our pension plans without further amendment other than those being implemented in connection with recent changes to deferred compensation rules;   each of the named executive officers continues as a Deere executive until retirement at age 65;   the fiscal year 2007 discount rate and mortality tables are used to calculate the lump sum payments;   salaries continue at 2006 levels; and   future bonuses are paid at target earnings goals.

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CHANGE IN CONTROL SEVERANCE AGREEMENTS AND OTHER
ARRANGEMENTS

We have entered into severance agreements with our executive officers, including each of the named executive officers. These severance agreements are intended to provide for continuity of management if there is a change in control of Deere. The agreements have an initial term of three years and are automatically extended in one-year increments, unless we give notice of termination to the executive at least six months prior to the expiration of his or her current agreement. If we do give notice to terminate an agreement, the agreement will continue to be effective until the end of its then remaining term. However, we may not give notice of termination of the agreement within the six months following a “potential change in control” (as defined in the agreements).      If a “change in control” (as defined in the agreements) occurs, the agreements will continue to be effective for the longer of: (i) twenty-four months beyond the change in control; or (ii) until we have satisfied our obligations under the agreements. A “change in control” is defined generally as any change in control of Deere that is required to be reported in a proxy statement by Regulation 14A under the Securities Exchange Act. The following are “change in control” events: any “person,” as defined in the Securities Exchange Act (with certain exceptions), acquires 30 percent or more of Deere’s voting securities;   a majority of Deere’s directors are replaced during the term of the agreements without the approval of at least two-thirds of the existing directors or directors previously approved by the then existing directors;   any merger or business combination of Deere and another company, unless the outstanding voting securities of Deere prior to the transaction continue to represent at least 60% of the voting securities of the new company; or

Deere is completely liquidated, or all or substantially all of Deere’s assets are sold or disposed of.      The following are “potential change in control” events: Deere enters into an agreement that would result in a change in control (as described above); or   any “person” acquires 15 percent or more of Deere’s voting securities, and the Board resolves that a potential change in control has occurred.      Under the severance agreements, an executive is entitled to receive severance payments in either of the following situations: Deere terminates the executive within the six months preceding or within 24 months following the change in control, other than for death, disability or for “cause” (as defined in the agreements); or   The executive terminates his or her employment for “good reason” (as defined in the agreements) within 24 months following a change in control.      If the executive officer is entitled to receive a severance payment, he or she will receive the following amounts in a lump-sum payment: three times: the executive’s then base salary; plus   the greater of (i) the average of the bonuses paid to the executive under our Performance Bonus Plan for the three complete fiscal years immediately prior to the termination; and (ii) the target bonus amount for the fiscal year in which the termination occurs; a pro-rated bonus, calculated through the date of termination, and earned but unpaid base salary and vacation pay;

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the amount by which the supplemental retirement benefit to which the executive would have become entitled had employment continued for an additional three years exceeds the supplemental retirement benefit to which the executive is entitled based on actual age and credited service;   three times Deere’s contributions on behalf of the executive under our defined contribution plans for the plan year preceding termination (or, if greater, for the plan year immediately prior to the change in control); and   the number of the executive’s then outstanding unexercisable stock options multiplied by the positive difference, if any, between the price per share of Deere common stock on the executive’s termination date and the per share option exercise price.      In general, if any payments made under the severance agreements would be subject to the excise tax that the Internal Revenue Code imposes on excess parachute payments, we will cap the total payments we make to the executive at the excise tax threshold, so that no excise tax will be imposed. However, we will pay the full amount due under the severance agreements, and we will “gross-up” the executive officer’s compensation for this excise tax, for any federal, state and local income taxes applicable to the excise tax, and for tax penalties and interest, if this approach would result in the executive receiving an amount that exceeds the capped amount by at least ten percent.      We will continue to cover the executive under our welfare benefit plans for health care, life and accidental death and dismemberment insurance, and disability insurance for the three years following the date of a covered termination. We will discontinue these benefits if the executive receives substantially similar benefits from another employer. In addition, we will pay the executive’s reasonable legal fees and expenses if the executive must hire a lawyer to enforce

the agreement. As part of the agreements, the executives agree not to disclose or to use for their own purposes confidential and proprietary Deere information, and, for a period of two years following termination of employment, not to induce Deere employees to leave Deere, or to interfere with Deere’s business.      In addition to the severance agreements described above, several of our compensation plans in which the named executive officers participate have change in control provisions: Under the Performance Bonus Plan, participants as of the date of a change in control will be entitled to the greater of either (i) a bonus based on actual performance results to the date of the change in control, or (ii) their target bonus.   Under the Mid-Term Incentive Bonus Plan, participants as of the date of a change in control will be entitled to a bonus based on actual performance results to such date.   Under the Omnibus Equity and Incentive Plan, in the event of a change in control, unless the Board determines otherwise, all restrictions and vesting requirements terminate, all stock options become exercisable for the remainder of their term, and the value of other awards will be cashed out in amounts that are determined under the plan.   Under the Supplemental Pension Benefit Plan, with limited exceptions, in the event of a change in control participants who terminate employment generally will be eligible for benefits under the plan notwithstanding their age at their termination of employment with Deere.   Under the Deferred Compensation Plan, in the event of certain changes in control, amounts deferred may become payable as soon as practicable, or the plan may be modified to reflect the impact of the change in control.

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     The following table shows the total number of outstanding options and shares available for future issuances under our equity compensation plans as of October 31, 2006.

EQUITY COMPENSATION PLAN INFORMATION
								Number of Securities
	Number of							Remaining Available
	Securities to be							for Future Issuance
	Issued Upon							Under Equity
	Exercise of				Weighted-Average			Compensation Plans
	Outstanding				Exercise Price of			(excluding securities
	Options, Warrants				Outstanding Options,			reflected in column (a))
Plan Category	and Rights (#)				Warrants and Rights ($)			(#)
	(a)				(b)			(c)
Equity Compensation Plans Approved by
Security Holders	14,033,440		(1)		$57.93			11,242,434		(2)
Equity Compensation Plans Not Approved by
Security Holders	-0-				—			-0-		(3)
Total	14,033,440				$57.93			11,242,434

(1) This amount includes 796,455 restricted stock units awarded under the John Deere Omnibus Equity and Incentive Plan. The units are payable only in stock either five years after the award is granted or upon retirement. The weighted-average exercise price information in column (b) does not include these units.

(2) This amount includes 185,907 shares available under the John Deere Nonemployee Director Stock Ownership Plan for future awards of restricted stock and 11,056,527 shares available under the John Deere Omnibus Equity and Incentive Plan. Under the John Deere Omnibus Equity and Incentive Plan, we may award shares as performance awards, restricted stock or restricted stock equivalents, or other awards consistent with the purposes of the plan as determined by the Compensation Committee. In addition, shares covered by outstanding awards become available for new awards if the award is forfeited or expires before delivery of the shares.

(3) Deere currently has no equity compensation plans, other than 401(k) savings plans, that are not approved by security holders.

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STOCKHOLDER PROPOSALS AND NOMINATIONS
Next year’s annual meeting of stockholders will be held on February 27, 2008. If you intend to present a proposal at next year’s annual meeting, and you wish to have the proposal included in the proxy statement for that meeting, you must submit the proposal in writing to the Corporate Secretary at the address below. The Secretary must receive this proposal no later than September 18, 2007.      If you want to present a proposal at next year’s annual meeting, without including the proposal in the proxy statement, or if you want to nominate one or more directors, you must provide written notice to the Corporate Secretary at the address below. The Secretary must receive this notice not earlier than October 30, 2007 and not later than November 29, 2007. Nominations of directors may be made at the annual meeting of stockholders only by or at the direction of the Board, or by any stockholder entitled to vote at the meeting who complies with the above described notice procedure.      Notice of a proposal must include, for each matter, a brief description of the matter to be brought before the meeting; the reasons for bringing the matter before the meeting; and your name, address, the class and number of shares you own, and any material interest you may have in the proposal.      Notice of a nomination must include your name, address, the class and number of shares		you own; the name, age, business address, residence address and principal occupation of the nominee; and the number of shares beneficially owned by the nominee. It must also include the information that would be required to be disclosed in the solicitation of proxies for election of directors under the federal securities laws. You must submit the nominee’s consent to be elected and to serve. Deere may require any nominee to furnish any other information, within reason, that may be needed to determine the eligibility of the nominee.      Directors of Deere must tender their resignation from the Board upon any material change in their occupation, career or principal business activity, including retirement. Directors must retire from the Board upon the first annual meeting of stockholders following the directors’ 71st birthday.      Proponents must submit stockholder proposals and recommendations for nomination as a director in writing to the following address: Corporate Secretary Deere & Company One John Deere Place Moline, Illinois 61265-8098      The Secretary will forward the proposals and recommendations to the Corporate Governance Committee for consideration.

     

 

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COST OF SOLICITATION
Deere pays the cost of the annual meeting and the cost of soliciting proxies. In addition to soliciting proxies by mail, Deere has made arrangements with brokers, banks and other holders of record to send proxy materials to you, and Deere will reimburse them for their expenses in doing so.		Deere has retained Georgeson Inc., a proxy soliciting firm, to assist in the solicitation of proxies, for an estimated fee of $10,000 plus reimbursement of certain out-of-pocket expenses. In addition to their usual duties, directors, officers and a few certain other employees of Deere may solicit proxies personally or by telephone, fax or e-mail. They will not receive special compensation for these services. For the Board of Directors,
Moline, Illinois January 16, 2007		MARC A. HOWZE Secretary

 

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APPENDIX A

AUDIT REVIEW COMMITTEE CHARTER

     
AUDIT REVIEW COMMITTEE CHARTER

April 26,1977
As Amended August 29, 1990; August 25 1993;
December 5, 1995; September 11, 2001; February 26, 2003;
December 3, 2003; and November 29, 2006

     RESOLVED, that the Audit Review Committee Charter is as follows:

     RESOLVED, that there be and hereby is created a committee to be known as the Audit Review Committee (the “Committee”) to assist the Board of Directors in fulfilling its oversight responsibilities pertaining to the accounting, auditing and financial reporting processes of the Company, and that the Committee shall consist of at least three directors, all of whom meet the independence and financial literacy requirements of law and of the New York Stock Exchange. A quorum shall exist when at least half the members of the Committee are present. At least one member of the Committee will meet the accounting or related financial management expertise requirement established by the Board of Directors. The members of the Committee and the Chair thereof shall be designated by the Board of Directors.

     FURTHER RESOLVED, that the independent registered public accounting firm engaged to audit the financial statements and internal control over financial reporting of the Company (the “External Auditors”) shall be ultimately accountable to the Board of Directors and this Committee.

     FURTHER RESOLVED, that this Committee shall have the sole authority and be directly responsible for the selection, retention, evaluation and, where appropriate, replacement of the External Auditors as well as for the compensation and oversight of the work of the External Auditors.

     FURTHER RESOLVED, that the following are the primary responsibilities of the Committee and are set forth only for its guidance. The Committee may, from time to time, adopt procedures as it deems appropriate in carrying out its oversight functions and may perform such other functions as may be assigned to it by law or regulation, this Charter, the Company’s Articles of Incorporation, or Bylaws, or by the Board of Directors. The Committee shall:

(1)		Select, retain, evaluate and, where appropriate, replace, External Auditors to conduct the audit of the Company’s financial statements and internal control over financial reporting to be filed with the U.S. Securities and Exchange Commission, and approve all audit engagement fees and terms.
(2)		Assist the Board of Directors in its oversight of (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the External Auditors’ performance, qualifications and independence; and (iv) the performance of the Company’s internal audit function.
(3)		Determine whether to recommend to the Board of Directors that the Company’s financial statements be included in its Annual Report on Form 10-K for filing with the U.S. Securities and Exchange Commission. To carry out this responsibility, the Committee shall:
	review the disclosures to be included in the Management’s Discussion and Analysis;   review and discuss the results of each external audit of the Company's audited financial statements and internal control over financial reporting with management and the External Auditors;

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	discuss with the External Auditors the matters required to be discussed by Public Company Accounting Oversight Board – United States (PCAOB) Interim Auditing Standard AU Section 380, Communication with Audit Committees, relating to the conduct of the audit;   review and discuss with the External Auditors the written disclosures required by Independence Standards Board Standard No. 1, Independence Discussions Audit Committees, as may be amended by the PCAOB regarding their independence and, where appropriate, recommend that the Board of Directors take appropriate action in response to the disclosures to satisfy itself of the independence of the Company’s External Auditors;   based upon the reviews and discussions, prepare and issue its report for inclusion in the Company's proxy statement.
(4)		Consider whether the provision by the External Auditors of services not related to the audit of the annual financial statements and internal control over financial reporting included in the Company’s Annual Report on Form 10-K and the reviews of the interim financial statements included in the Company’s Quarterly Reports on Form 10-Q, including disclosures in the Management’s Discussion and Analysis, for such year is compatible with maintaining the External Auditors’ independence.
(5)		Review the scope of, and plans for, the annual audit by the External Auditors.
(6)		Meet collectively and separately, at least quarterly, with each of management, the General Counsel, the internal auditors and the External Auditors.
(7)		Meet with management and the External Auditors in order to discuss (i) the critical accounting policies and practices to be used, including critical accounting estimates, the selection of initial accounting policies, reasons why certain policies are or are not considered critical, and how current and future events affect that determination; (ii) the alternative treatments of financial information within accounting principles generally accepted in the United States of America (GAAP) for policies and practices related to material items that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the External Auditors; and (iii) other material written communications between the External Auditors and management, such as any management letter or schedule of unadjusted differences, the management representation letter, internal controls reports, schedules of material adjustments and proposed reclassifications, listings of adjustments and reclassifications not recorded, engagement letters and independence letters.
(8)		Discuss at least quarterly with management and the External Auditors the quarterly financial information prior to the Company’s filing of Quarterly Reports on Form 10-Q or Annual Report on Form 10-K, including disclosures in the Management’s Discussion and Analysis, and any matters identified in conjunction with the External Auditor’s review of the interim financial information that are required by the applicable auditing standards to be communicated to the Committee or authorize the Chair of the Committee to conduct such discussions.
(9)		Discuss with management earnings press releases, financial information and earnings guidance provided to analysts and rating agencies, with particular attention to the use of pro forma or adjusted non-GAAP information.
(10)		Review annually the Company’s procedures relating to its Business Conduct Guidelines and meet periodically with the General Counsel concerning litigation and legal and regulatory compliance.

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(11)		Meet at a minimum of once each fiscal year with members of the internal audit department, such meeting to include private session with the senior executive in charge of the internal audit department, to review and discuss as appropriate:

the internal audit function, including staffing;   the adequacy of the Company’s internal control over financial reporting;   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting;   any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

(12)		Review and reassess the adequacy of this Charter annually and submit it to the Board of Directors for approval.
(13)		Report Committee activities to the full Board of Directors on a regular basis.
(14)		Discuss with management and the External Auditors policies with respect to risk assessment and risk management.
(15)		Set clear hiring policies for employees and former employees of the Company’s External Auditors.
(16)		Assure the rotation of the lead, concurring and other audit partners as required by applicable law.
(17)		Review with the lead audit partner whether any of the audit partners receive any discretionary compensation from the External Auditors with respect to procuring engagements with the Company to provide services other than audit, review or attest services.
(18)		Establish procedures for (i) the receipt, retention and treatment of complaints about accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
(19)		Approve all engagements for the provision of audit services and permissible non-audit services by the Company’s External Auditors or any other public accountant when applicable law or regulation requires public accountant independence in connection with the engagement. Such approval may be made by any member of the Committee between meetings of the Committee. Such approval shall then be reported at the next Committee meeting.
(20)		Review with the External Auditors any audit problems or difficulties and management’s response.
(21)		Review at least annually a report by the External Auditors describing (i) the External Auditors’ internal quality control procedures; (ii) any material issues raised by the most recent internal quality control review or peer review of the External Auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to one or more independent audits carried out by the External Auditors, and any steps taken to deal with any such issues; and (iii) all relationships between the External Auditors and the Company.
(22)		Conduct a review on an annual basis of the Committee’s performance.
(23)		Retain legal, accounting or other consultants for advice and assistance as deemed necessary or appropriate by the Committee.

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     FURTHER RESOLVED, that the Company shall provide for appropriate funding, as determined by the Committee, for payment: to the External Auditors; to any legal, accounting or other consultants retained by the Committee; and for ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its duties.

     FURTHER RESOLVED, that in discharging its oversight responsibilities, the Committee shall have unrestricted access to the Company’s management, books and records.

     FURTHER RESOLVED, that it is the responsibility of management of the Company to establish and maintain internal control over financial reporting and to prepare financial statements in accordance with GAAP and it is the responsibility of the External Auditors for the Company to audit those financial statements and to express an opinion on (i) the conformity of the financial statements with GAAP, (ii) management’s assessment of the effectiveness of internal control over financial reporting, and (iii) the effectiveness of internal control over financial reporting. The Committee’s responsibility is one of oversight. The Committee is not providing any special assurance as to the Company’s financial statements or internal control over financial reporting or the audit of the financial statements and internal control over financial reporting by the External Auditors.

     FINALLY RESOLVED, that members of the Committee shall be entitled to rely, to the fullest extent permitted by law, on the accuracy of the representations made and the financial and other information provided to the Committee by persons and organizations within and outside the Company.

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APPENDIX B

DIRECTOR INDEPENDENCE CATEGORICAL STANDARDS

of

DEERE & COMPANY CORPORATE GOVERNANCE POLICIES

NYSE Standards of Independence
A director may not be considered independent if the director does not meet the criteria for independence established by the New York Stock Exchange (NYSE) and applicable law. A director is considered independent under the NYSE criteria if the board finds that the director has no material relationship with the Company. Under the NYSE rules, a director will not be considered independent if, within the past three years:

• the director has been employed by Deere, either directly or through a personal or professional services agreement;
   
• an immediate family member of the director was employed by Deere as an executive officer;
   
• the director receives more than $100,000 per year in direct compensation from Deere, other than for service as an interim chairman or CEO and other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
   
• an immediate family member of the director receives more than $100,000 per year in direct compensation from Deere, other than for service as a non-executive employee and other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
   
• the director was affiliated with or employed by Deere’s independent auditor;
   
• an immediate family member of the director was affiliated with or employed in a professional capacity by Deere’s independent auditor;
   
• a Deere executive officer has served on the compensation committee of a company that, at the same time, employed the director or an immediate family member of the director as an executive officer; or
   
• the director is employed, or the immediate family member of a director is employed as an executive officer of another company and the annual payments to, or received from Deere exceed in any single fiscal year the greater of $1 million or 2% of such other company’s consolidated gross annual revenues.

Categorical Standards of Independence
The Board of Directors has established the following additional categorical standards of independence to assist it in making independence determinations:

Business Relationships. Any payments by Deere to a business employing, or 10% or more owned by, a director or an immediate family member of a director for goods or services, or other contractual arrangements, must be made in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons. The following relationships are not considered material relationships that would impair a director’s independence:

• if a director (or an immediate family member of the director) is an officer of another company that does business with Deere and the annual sales to, or purchases from Deere during such company’s preceding fiscal year are less than one percent of the gross annual revenues of such company;

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• if a director is a partner of or of counsel to a law firm, the director (or an immediate family member of the director) does not personally perform any legal services for Deere, and the annual fees paid to the firm by Deere during such firm’s preceding fiscal year does not exceed $100,000;
   
• if a director is a partner, officer or employee of an investment bank or consulting firm, the director (or an immediate family member of the director) does not personally perform any investment banking or consulting services for Deere, and the annual fees paid to the firm by Deere during such firm’s preceding fiscal year does not exceed $100,000.

For purposes of these standards, “Deere” shall mean Deere & Company and its direct and indirect subsidiaries, and “immediate family member” shall have the meaning set forth in the NYSE independence rules, as may be amended from time to time.

Relationships with Not-for-Profit Entities. A director’s independence will not be considered impaired solely for the reason that the director or an immediate family member is an officer, director, or trustee of a foundation, university, or other not-for-profit organization that receives from Deere or its foundation during any of the prior three fiscal years, contributions in an amount not exceeding the greater of $1 million or two percent of the not-for profit organization’s aggregate annual charitable receipts during the entity’s fiscal year. (Any automatic matching of employee charitable contributions by Deere or its foundation is not included in Deere’s contributions for this purpose.) All contributions by Deere in excess of $100,000 to not-for-profit entities with which the director is affiliated shall be reported to the Corporate Governance Committee and may be considered in making independence determinations.

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DIRECTIONS TO THE DEERE & COMPANY WORLD HEADQUARTERS

One John Deere Place, Moline, Illinois 61265-8098

      The annual meeting will be held in the auditorium of the Deere & Company World Headquarters, which is located at One John Deere Place, Moline, Illinois. John Deere Place intersects the north side of John Deere Road east of 70th Street, Moline. The entrance to the World Headquarters and parking are on the east side of the building.

From Chicago (or the east)
Take I-290 (Eisenhower Expressway) west to I-88 West (East-West Tollway) which turns into IL5/ John Deere Road. Follow IL5/John Deere Road to John Deere Place. Turn right onto John Deere Place. Follow for about 1/4 mile. Turn left onto the World Headquarters grounds. Follow the signs to parking on the east side of the building.
From Des Moines (or the west)
Take I-80 east to exit number 298. Exit onto I-74 East. Follow for about 9 1/4 miles to the IL5 East/John Deere Road exit (Exit number 4B). Exit onto IL5 East/John Deere Road. Follow IL5/John Deere Road east for 3.3 miles to John Deere Place. Turn left onto John Deere Place. Follow for about 1/4 mile. Turn left onto the World Headquarters grounds. Follow the signs to parking on the east side of the building.
From Peoria (or the south)
Take I-74 west to the I-280 West exit. Exit onto I-280 West. Follow for about 10 miles to exit number 18A. Exit onto I-74 West. Follow for about 1/2 mile to the IL5 East/John Deere Road exit (Exit number 4B). Exit onto IL5 East/John Deere Road. Follow IL5/John Deere Road east for 3.3 miles to John Deere Place. Turn left onto John Deere Place. Follow for 1/4 mile. Turn left onto the World Headquarters grounds. Follow the signs to parking on the east side of the building.

 

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DEERE & COMPANY
STOCKHOLDER RELATIONS
ONE JOHN DEERE PLACE
MOLINE, IL 61265-8098

YOUR VOTE IS IMPORTANT.
THANK YOU FOR VOTING!

VOTE BY TELEPHONE AND INTERNET
24 HOURS A DAY, 7 DAYS A WEEK

VOTE BY TELEPHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
 
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
 
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Deere & Company, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
  
Your telephone or Internet vote authorizes the named proxies to vote in the same manner as if you marked, signed and returned the proxy card.

If you have submitted your proxy by telephone or the Internet there is no need for you to mail back your proxy.

 

 

 

 

 

 

 

 

 

 

 

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	DEERE1	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DEERE & COMPANY

The Directors recommend a vote FOR all Nominees and FOR Item 2.

For

Against

Abstain

For

Against

Abstain

1a.

Election of Director: Robert W. Lane

o

o

o

2.

Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2007.

o

o

o

1b.

Election of Director: Antonio Madero B.

o

o

o

1c.

Election of Director: Aulana L. Peters

o

o

o

For address changes and/or comments, please check this box and write them on the back where indicated.

o

(Please sign, date and return this proxy in the enclosed postage prepaid envelope.) To receive your materials electronically in the future, please go to www.icsdelivery.com/de to enroll.

HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household.

Yes   o

No   o

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owner)

Date

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Dear Stockholders:

It is a pleasure to invite you to the 2007 Annual Meeting of Stockholders of Deere & Company. The meeting will be held at 10 A.M. central time on Wednesday, February 28, 2007 at the Deere & Company World Headquarters, One John Deere Place, Moline, Illinois.

The Notice of the Meeting and Proxy Statement enclosed cover the formal business of the meeting, which includes election of Directors, the ratification of the independent registered public accounting firm for fiscal 2007 and any other business to properly come before the meeting. The rules of conduct for the meeting include the following:

	1.		No cameras, sound equipment or recording devices may be brought into the auditorium.
	2.		There will be a discussion period at the end of the meeting. If you wish to present a question or comment, please wait for an attendant to provide a microphone, then begin by stating your name, indicating the city and state where you reside, and confirming that you are a stockholder. If you have a question for someone at the meeting other than the Chairman, please write the question and the name of the person you wish to ask on a piece of paper (along with your name, city and state and confirmation that you are a stockholder) and give it to an attendant prior to the start of the meeting.
	3.		The Chairman is authorized to impose reasonable time limits on the remarks of individual stockholders and has discretion to rule on any matters that arise during the meeting. Personal grievances or claims are not appropriate subjects for the meeting.
	4.		Voting results announced at the meeting by the Inspectors of Voting are preliminary. Final results will be included in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the second quarter of fiscal 2007.
	5.		Cell phones, pagers and similar devices should be silenced.

	Detach Proxy Card Here
		6	6

DEERE & COMPANY PROXY- ANNUAL MEETING / 28 FEBRUARY 2007

Solicited by the Board of Directors for use at the Annual Meeting of Stockholders of Deere & Company on February 28, 2007.

The undersigned appoints each of Robert W. Lane and Marc A. Howze, attorney and proxy, with full power of substitution, on behalf of the undersigned, and with all powers the undersigned would possess if personally present, to vote all shares of Common Stock of Deere & Company that the undersigned would be entitled to vote at the above Annual Meeting and any adjournment thereof.

The shares represented by this proxy will be voted as specified and, in the discretion of the proxies, on all other matters.

Please mark, date and sign your name exactly as it appears on this proxy and return this proxy in the enclosed envelope. When signing as attorney, executor, administrator, trustee, guardian or officer of a corporation, please give your full title as such. For joint accounts, each joint owner should sign.

THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
 

Change of Address and or Comments:

(If you noted a change of address and/or comments above, please mark box on the reverse side)

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