DEERE & CO — Proxy Solicitation & Information Statement 2014

Jan 13, 2014

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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| Notice of
2014 Annual Meeting and Proxy Statement |
| --- |
| ● |
| Deere
& Company Worldwide Headquarters Moline, Illinois February 26,
2014 |

Notice of Annual Meeting of Stockholders

February 26, 2014 Deere & Company One John Deere Place, Moline, Illinois 61265

Deere’s Annual Meeting of Stockholders will be held on Wednesday, February 26, 2014, at 10:00 a.m. Central Standard Time at Deere’s headquarters at One John Deere Place, Moline, in Rock Island County, Illinois. You can find directions to our headquarters on the back cover of the Proxy Statement. At the meeting, stockholders will be asked to:

1. Elect the following directors (see page 4):

Samuel R. Allen	Dipak C. Jain	Richard B. Myers
Crandall C. Bowles	Clayton M. Jones	Gregory R. Page
Vance D. Coffman	Joachim Milberg	Thomas H. Patrick
Charles O. Holliday,
Jr.		Sherry M.
Smith

1. Approve the Company’s executive compensation on an advisory basis (“say-on-pay”) (see page 10)

2. Ratify the appointment of Deloitte & Touche LLP as Deere’s independent registered public accounting firm for fiscal 2014 (see page 11)

3. Consider any other business properly brought before the meeting

You may vote at the meeting if you were a Deere stockholder of record at the close of business on December 31, 2013.

This year, we are again using the Securities and Exchange Commission’s Notice and Access model (“Notice and Access”), which allows us to deliver proxy materials via the Internet. We believe Notice and Access provides stockholders with a convenient method to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On January 13, 2014, we mailed certain stockholders of record a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials electronically.

To be sure that your shares are properly represented at the meeting, whether or not you attend, please sign, date, and promptly mail the enclosed proxy card or voter instruction form in the enclosed envelope, or vote using the telephone or Internet voting procedures described on the proxy card . If your shares are held in the name of a bank, broker, or other holder of record, telephone or Internet voting will be available to you only if offered by them. Their procedures should be described on the voting form they send to you.

Your Vote is Important

We urge you to vote using telephone or internet voting, if available to you, or by signing, dating, and returning the enclosed proxy card promptly in the enclosed return envelope. No postage is necessary if it is mailed in the United States. Please note that if your shares are held by a bank, broker, or other holder of record and you wish to vote them at the meeting, you must obtain a legal proxy from that record holder.

Along with the attached Proxy Statement, we are also sending you our Annual Report, which includes our fiscal 2013 financial statements. Most of you can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. Please refer to your proxy card and the section “Electronic Delivery of Proxy Statement and Annual Report” on page 3 of the Proxy Statement for further information.

For the Board of Directors,

Gregory R. Noe Secretary

Moline, Illinois January 13, 2014

Table of Contents

| Proxy
Statement | 1 |
| --- | --- |
| Annual Report | 3 |
| Electronic Delivery of Proxy Statement and Annual Report | 3 |
| Information not
Incorporated into this Proxy Statement | 3 |
| Householding Information | 3 |
| Item 1 - | |
| Election of
Directors | 4 |
| Item 2
- | |
| Advisory Vote on Executive Compensation | 10 |
| Item 3 - | |
| Ratification of
Independent Registered Public Accounting Firm | 11 |
| Fees
Paid to the Independent Registered Public Accounting Firm | 11 |
| Other Matters | 12 |
| Security Ownership of Certain Beneficial Owners and
Management | 12 |
| Section 16(a)
Beneficial Ownership Reporting Compliance | 13 |
| Corporate Governance | 13 |
| Committees | 16 |
| Compensation of Directors | 17 |
| Audit Review Committee
Report | 19 |
| Compensation Discussion & Analysis (“CD&A”) | 21 |
| Executive
Summary | 21 |
| 2013
Compensation Overview | 23 |
| Compensation
Methodology and Process | 25 |
| Total
Direct Compensation Elements | 26 |
| Total Indirect
Compensation Elements | 32 |
| Risk
Assessment of Compensation Policies and Practices | 34 |
| Compensation Committee
Report | 34 |
| Executive Compensation Tables | 35 |
| Equity
Compensation Plan Information | 52 |
| Stockholder Proposals and Nominations | 52 |
| Cost of
Solicitation | 54 |
| Appendix A—Director Independence Categorical Standards of | |
| Deere
& Company Corporate Governance Policies | A-1 |
| Appendix B—Deere &
Company Reconciliation of | |
| Non-GAAP
Measures | B-1 |

Proxy Statement

Why am I receiving this proxy statement? The Deere & Company Board of Directors (the “Board”) has made available to you the Notice of Annual Meeting, this proxy statement (“Proxy Statement”), our annual report for the fiscal year ended October 31, 2013 (“Annual Report”), a proxy card, and a voter instruction card (collectively, “Proxy Solicitation Materials”) either on the Internet or by mail in connection with the Deere & Company (“Deere,” the “Company,” “we,” or “us”) 2014 Annual Meeting of Stockholders (the “meeting” or “Annual Meeting”). You are receiving this Proxy Statement because you owned shares of Deere common stock at the close of business on December 31, 2013, which entitles you to vote at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting. This Proxy Statement describes the matters on which we would like you to vote and provides information about those matters so that you can make an informed decision.

The Proxy Solicitation Materials are being mailed to, or can be accessed online by, stockholders on or about January 13, 2014.

What is Notice and Access and why did Deere elect to use it? We make the Proxy Solicitation Materials available to stockholders electronically via the Internet under the Notice and Access regulations of the Securities and Exchange Commission (the “SEC”).

Most of our stockholders have received a Notice of Electronic Availability (“Notice”) in lieu of receiving a full set of Proxy Solicitation Materials in the mail. The Notice includes information on how to access and review the Proxy Solicitation Materials, and how to vote, via the Internet. We believe this method of delivery will decrease costs, expedite distribution of Proxy Solicitation Materials to you, and reduce our impact on the environment.

Stockholders who received a Notice but would like to receive a printed copy of the Proxy Solicitation Materials in the mail should follow the instructions in the Notice for requesting such materials.

What will I be voting on?

| – | Election of directors (see page
4) |
| --- | --- |
| – | Advisory resolution to approve
executive compensation (“say-on-pay”) as disclosed in this Proxy Statement
(see page 10) |
| – | Ratification of the independent
registered public accounting firm (see page
11) |

How do I vote? You can vote either in person at the Annual Meeting or by proxy without attending the meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting so that we will know as soon as possible whether enough votes will be present for us to hold the meeting. If you attend the meeting in person, you may vote at the meeting and your proxy will not be counted.

To vote your shares, follow the instructions in the Notice, voter instruction form, or enclosed proxy card. Telephone and Internet voting is available to all registered and most beneficial holders.

Stockholders voting by proxy may use one of the following three options:

| – | fill out the enclosed voter instruction form or proxy
card , sign it, and mail it in the
enclosed postage-paid envelope; |
| --- | --- |
| – | vote by Internet (if available; instructions are on the voter instruction form,
proxy card, or Notice); or |
| – | vote by telephone (if available; instructions are on the voter instruction form,
proxy card, or Notice). |

If you hold your shares in “street name,” please refer to the information forwarded by your bank, broker, or other holder of record to see the options available to you.

The telephone and Internet voting facilities for stockholders will close at 11:59 p.m. Eastern Standard Time on February 25, 2014. If you vote over the Internet, you may incur costs, such as telephone and Internet access charges, for which you will be responsible. The telephone and Internet voting procedures are designed to authenticate stockholders and to allow you to confirm that your instructions have been properly recorded.

If you hold shares through one of our employee savings plans, your vote must be received by the plan administrator by February 21, 2014, or the shares represented by the card will not be voted.

Can I change my proxy vote? Yes. At any time before your shares are voted by proxy, you may change your vote by:

| – | revoking it by written notice
to Gregory R. Noe, our Corporate Secretary, at the address on the cover of
this Proxy Statement; |
| --- | --- |
| – | delivering a later-dated proxy
(including a telephone or Internet vote); or |
| – | voting in person at the
meeting. |

If you hold your shares in “street name,” please refer to the information forwarded by your bank, broker, or other holder of record for procedures on revoking or changing your proxy.

How many votes do I have? You will have one vote for each share of Deere common stock that you owned at the close of business on December 31, 2013.

How many shares are entitled to vote? There are 371,367,178 shares of Deere common stock outstanding as of December 31, 2013 and entitled to vote at the meeting. Each share is entitled to one vote. There is no cumulative voting.

1

How many votes must be present to hold the meeting? Under our Bylaws, a majority of the votes that can be cast must be present in person or by proxy to hold the Annual Meeting. Abstentions and shares represented by “broker non-votes,” as described below, will be counted as present and entitled to vote for purposes of determining a quorum.

How many votes are needed for the proposals to pass?

| – | Nominees
for director who receive a majority of “for” votes cast will be elected as
directors. The number of shares voted “for” a nominee must exceed the number of
shares voted “against” that nominee. In the event the number of nominees exceeds
the number of directors to be elected, the nominees who receive the most votes
will be elected as directors. |
| --- | --- |
| – | The affirmative vote of a majority of
the shares present in person or by proxy must be cast in favor of the advisory
vote to adopt the resolution approving the Company’s executive compensation as
disclosed in this Proxy Statement. |
| – | The affirmative vote of a majority of the shares present in person or by proxy
must be cast in favor of the ratification of the appointment of the independent
registered public accounting firm. |

What if I vote “abstain”? If you vote to “abstain,” your shares will be counted as present for purposes of determining whether enough votes are present to hold the Annual Meeting. A vote to “abstain” on the election of directors will have no effect on the outcome. A vote to “abstain” on the other proposals will have the effect of a vote against the proposal.

What if I don’t return my proxy card and don’t attend the Annual Meeting? If you are a holder of record (that is, your shares are registered in your own name with our transfer agent) and you do not vote your shares, your shares will not be voted.

If you hold your shares in “street name” and you do not give your bank, broker, or other holder of record specific voting instructions for your shares, your record holder can vote your shares on the ratification of the independent registered public accounting firm. However, your record holder cannot vote your shares without your specific instructions on the election of directors or the advisory vote on executive compensation.

For the aforementioned proposals on which a broker cannot vote without your instruction, if you do not provide voting instructions to your broker, the votes will be considered “broker non-votes” and will not be counted in determining the outcome of the vote. “Broker non-votes” will be counted as present for purposes of determining whether enough votes are present to hold the Annual Meeting.

What happens if a nominee for director declines or is unable to accept election? If you vote by proxy, and if unforeseen circumstances make it necessary for the Board to substitute another person for a nominee, we will vote your shares for that other person.

Is my vote confidential? Yes. Your voting records will not be disclosed to us except:

| – | as required by
law; |
| --- | --- |
| – | to the inspectors of voting;
or |
| – | if the election is
contested. |

The tabulator, the proxy solicitation agent, and the inspectors of voting must comply with confidentiality guidelines that prohibit disclosure of votes to Deere. The tabulator of the votes and at least one of the inspectors of voting will be independent of Deere and our officers and directors.

If you are a holder of record or an employee savings plan participant and you write comments on your proxy card, your comments will be provided to us but your vote will remain confidential.

2

Annual Report

Will I receive a copy of Deere’s Annual Report? We have either mailed the Annual Report to you with this Proxy Statement or, if you have previously elected to view our annual reports over the Internet, provided in the Notice the web address for you to access the Annual Report online. The Annual Report includes our audited financial statements and other financial information for the fiscal year ended October 31, 2013, and we urge you to read it carefully.

How can I receive a copy of Deere’s 10-K? You can obtain, free of charge, a copy of our Annual Report on Form 10-K for the fiscal year ended October 31, 2013 (the “Form 10-K”), by:

| – | accessing our Internet site at
www.deere.com/stock; or |
| --- | --- |
| – | writing
to: |

Deere & Company Stockholder Relations One John Deere Place Moline, Illinois 61265-8098

You can also obtain a copy of our Form 10-K and other periodic filings with the SEC from the SEC’s EDGAR database at www.sec.gov.

Electronic Delivery of Proxy Statement and Annual Report

Can I access Deere’s proxy materials and Annual Report electronically? Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on February 26, 2014:

The Proxy Statement and Annual Report to security holders are available on our Internet site at www.deere.com/stock.

Most stockholders can elect to view future proxy statements and annual reports over the Internet instead of receiving copies in the mail.

You can choose this option and save us the cost of producing and mailing these documents by:

| – | following the instructions
provided on your proxy card, voter instruction form, or Notice;
or |
| --- | --- |
| – | going to www.proxyvote.com and
following the instructions
provided. |

If you choose to receive future proxy statements and annual reports over the Internet, you will receive an e-mail message next year containing the Internet address to access future proxy statements and annual reports. This e-mail will include instructions for voting over the Internet. If you have not elected electronic delivery, you will receive a notice indicating that proxy solicitation materials are available at www.proxyvote.com.

Information not Incorporated into this Proxy Statement

The information on our website (www.deere.com) is not, and shall not be deemed to be, a part of this Proxy Statement nor, by reference or otherwise, except to the extent we specifically incorporate it by reference, incorporated into any other filings we make with the SEC.

Householding Information

What is “householding?” Either a single copy of the Proxy Solicitation Materials or the Notice, as applicable, will be sent to households at which two or more stockholders reside if they appear to be members of the same family unless one of the stockholders at that address notifies us that they wish to receive individual copies. This procedure reduces our printing costs and fees. Householding will not affect dividend check mailings in any way.

A number of brokerage firms have instituted householding. If you hold your shares in “street name,” please contact your bank, broker, or other holder of record to request information about householding.

If Proxy Solicitation Materials were delivered to an address that you share with another stockholder, we will promptly deliver a separate copy if you make a written or verbal request to Deere & Company Stockholder Relations, One John Deere Place, Moline, Illinois 61265-8098, (309) 765-4539.

How do I revoke my consent to the householding program? You must revoke your consent to the householding program by contacting Broadridge Financial Solutions, Inc. (“Broadridge”), either by calling toll free at (800) 542-1061 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days of Broadridge’s receipt of the revocation of your consent.

3

Item 1 – Election of Directors

Samuel R. Allen, Crandall C. Bowles, Vance D. Coffman, Charles O. Holliday, Jr., Dipak C. Jain, Clayton M. Jones, Joachim Milberg, Richard B. Myers, Gregory R. Page, Thomas H. Patrick, and Sherry M. Smith are to be elected for terms expiring at the annual meeting in 2015. As the result of an amendment to the Company’s Certificate of Incorporation that was approved by our stockholders on February 24, 2010, all members of the Board are elected annually.

The Corporate Governance Committee of the Board recommended these individuals to the Board and the Board nominated them.

Gregory R. Page was elected to the Board effective June 1, 2013 for a term expiring at the 2014 annual meeting.

Pursuant to Deere’s mandatory retirement age policy for directors as described in the “Stockholder Proposals and Nominations” section of this Proxy Statement, Aulana L. Peters will be leaving the Board effective with the 2014 annual meeting. The size of the Board will be reduced accordingly.

Each nominee’s age as of December 31, 2013, present position, directorships at public companies and registered investment companies during the past five or more years, positions with Deere, current directorships in other companies, and key qualifications, experiences, and attributes qualifying them to serve on the Company’s Board appear below.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL ELEVEN NOMINEES.

SAMUEL R. ALLEN (60) Chairman and Chief Executive Officer of Deere

| – | Chairman and Chief Executive
Officer of Deere since February 2010 |
| --- | --- |
| – | President and Chief Executive
Officer of Deere - August 2009 to February 2010 |
| – | President and Chief Operating
Officer of Deere - June 2009 to August 2009 |
| – | President, Worldwide
Construction & Forestry Division and John Deere Power Systems of Deere
- March 2005 to June 2009 |
| – | President, Global Financial
Services, John Deere Power Systems, and Corporate Human Resources of Deere
- November 2003 to March 2005 |
| – | Director of Deere since June
2009. Chair of Executive Committee |
| – | Other current directorships:
Whirlpool Corporation |

Key Qualifications, Experiences, and Attributes: In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Allen should serve on Deere’s Board of Directors: his leadership experience as an officer of Deere since 2001, the breadth of his management experiences within and knowledge of each of Deere’s major global operations, and his subject matter knowledge in the areas of engineering, manufacturing, and industrial management.

4

PART B

CRANDALL C. BOWLES (66) Chairman of The Springs Company

| – | Chairman of The Springs Company (asset management
company) since August 2007 |
| --- | --- |
| – | Chairman of Springs Industries, Inc. - January 2006
to June 2013 |
| – | Co-Chairman and Co-Chief Executive Officer of
Springs Global US, Inc. and Springs Global Participacoes S.A. - January
2006 to June 2007 |
| – | Chairman and Chief Executive Officer of Springs
Industries, Inc. - April 1998 to January 2006 |
| – | Director of Deere from 1990 to 1994 and since 1999.
Chair of Corporate Governance Committee and member of Compensation and
Executive Committees |
| – | Other current directorships: JP Morgan Chase &
Company |
| – | Other previous directorships: Sara Lee
Corporation |

Key Qualifications, Experiences, and Attributes: In addition to her professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Ms. Bowles should serve on Deere’s Board of Directors: her leadership qualities developed from her service as Chairman and Chief Executive Officer of Springs Industries, Inc., the breadth of her experiences in auditing, risk management, and other areas of oversight while serving as a member of the boards of directors of other global corporations, and her subject matter knowledge in the areas of economics and sales and marketing of consumer products.

VANCE D. COFFMAN (69) Retired Chairman of Lockheed Martin Corporation

| – | Retired Chairman of Lockheed Martin Corporation
(aerospace, defense, and information technology) since April
2005 |
| --- | --- |
| – | Chairman of Lockheed Martin Corporation - April 1998
to April 2005 |
| – | Chief Executive Officer of Lockheed Martin
Corporation - August 1997 to August 2004 |
| – | Director of Deere since 2004. Chair of Compensation
Committee and member of Corporate Governance and Executive
Committees |
| – | Other current directorships: 3M Company and Amgen
Inc. |

Key Qualifications, Experiences, and Attributes: In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Coffman should serve on Deere’s Board of Directors: his leadership qualities developed from his service as Chairman and Chief Executive Officer of Lockheed Martin Corporation, the breadth of his experiences in auditing, corporate governance, and other areas of oversight while serving as a member of the boards of directors of other global corporations, and his subject matter knowledge in the areas of engineering, manufacturing, and finance.

5

CHARLES O. HOLLIDAY, JR. (65) Chairman of the National Academy of Engineering

| – | Chairman of the National Academy of Engineering
(nonprofit engineering institution) since July 2012 |
| --- | --- |
| – | Chairman of Bank of America Corporation (banking,
investing, and asset management) since April 2010 |
| – | Chairman from January 1999 to December 2009 and
Chief Executive Officer from 1998 through 2008 of DuPont (agricultural,
electronics, materials science, safety and security, and
biotechnology) |
| – | Director of Deere since May 2007. Presiding Director
of the Board since May 2009. Chair of Audit Review Committee and member of
Corporate Governance and Executive Committees |
| – | Other current directorships: Bank of America
Corporation, CH2M HILL Companies, Ltd., and Royal Dutch Shell
plc |
| – | Other previous directorships: E.I. du Pont de
Nemours and Company |

Key Qualifications, Experiences, and Attributes: In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Holliday should serve on Deere’s Board of Directors: his leadership qualities developed from his experiences while serving as Chairman of the National Academy of Engineering, Chairman of Bank of America Corporation, and Chairman and Chief Executive Officer of DuPont, the breadth of his experiences in auditing, compensation, and other areas of oversight while serving as a member of the boards of directors of other global corporations, and his subject matter knowledge in the areas of engineering, finance, business development, and corporate responsibility.

DIPAK C. JAIN (56) Chaired Professor of Marketing, INSEAD

| – | Chaired Professor of Marketing, INSEAD
(international graduate business school) since March 2013 |
| --- | --- |
| – | Dean, INSEAD - May 2011 to March 2013 |
| – | Dean, Kellogg School of Management, Northwestern
University, Evanston, Illinois - July 2001 to September 2009 |
| – | Associate Dean for Academic Affairs, Kellogg School
of Management, Northwestern University - 1996 to 2001 |
| – | Sandy and Morton Goldman Professor of
Entrepreneurial Studies and Professor of Marketing, Kellogg School of
Management, Northwestern University - 1994 to 2001 and since
2009 |
| – | Visiting professor of marketing at Sasin Graduate
Institute of Business Administration at Chulalongkorn University, Bangkok,
Thailand; Nijenrode University, The Netherlands; Indian School of
Business, Hyderabad, India |
| – | Director of Deere since 2002. Member of Audit Review
and Pension Plan Oversight Committees |
| – | Other current directorships: Northern Trust
Corporation, Reliance Industries Limited, India, and Global Logistics
Properties Limited, Singapore |

Key Qualifications, Experiences, and Attributes: In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Jain should serve on Deere’s Board of Directors: his leadership qualities developed from his experiences while serving as Dean of INSEAD, Dean of the Kellogg School of Management, and as a foreign affairs adviser for the Prime Minister of Thailand, the breadth of his experiences in compensation, corporate governance, and other areas of oversight while serving as a member of the boards of directors of other global corporations, and his subject matter knowledge in the areas of marketing, global product diffusion, and new product forecasting and development.

6

CLAYTON M. JONES (64) Chairman of Rockwell Collins, Inc.

| – | Chairman of
Rockwell Collins, Inc. (aviation electronics and communications) since
July 2013 |
| --- | --- |
| – | Chairman and
Chief Executive Officer of Rockwell Collins, Inc. - September 2012 to July
2013 |
| – | Chairman,
President, and Chief Executive Officer of Rockwell Collins, Inc. - June
2002 to September 2012 |
| – | Director of
Deere since August 2007. Member of Compensation and Pension Plan Oversight
Committees |
| – | Other current
directorships: Rockwell Collins, Inc. and Cardinal Health,
Inc. |
| – | Other previous
directorships: Unisys Corporation |

Key Qualifications, Experiences, and Attributes: In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Jones should serve on Deere’s Board of Directors: his leadership qualities developed from his service as Chairman and Chief Executive Officer of Rockwell Collins, Inc., the breadth of his experiences in finance, compensation, and other areas of oversight while serving as a member of the boards of directors of other global corporations, and his subject matter knowledge in the areas of government affairs and marketing.

JOACHIM MILBERG (70) Chairman of the Supervisory Board of Bayerische Motoren Werke (BMW) AG

| – | Chairman of the
Supervisory Board of Bayerische Motoren Werke (BMW) AG (motor vehicles)
since May 2004 |
| --- | --- |
| – | Retired Chief
Executive Officer of BMW AG since May 2002 |
| – | Chairman of the
Board of Management and Chief Executive Officer of BMW AG - February 1999
to May 2002 |
| – | Director of
Deere since 2003. Member of Audit Review and Corporate Governance
Committees |
| – | Other current
directorships: Bertelsmann AG, BMW AG, and Festo AG |
| – | Other previous
directorships: SAP AG and ZF Friedrichshafen
AG |

Key Qualifications, Experiences, and Attributes: In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Milberg should serve on Deere’s Board of Directors: his leadership qualities developed from his experiences while serving as Chief Executive Officer of BMW AG and Chairman of BMW AG’s Board of Management and Supervisory Board, the breadth of his global experiences from his service as a member of the boards of directors of non-U.S.-based corporations, and his subject matter knowledge in the areas of engineering, production automation, and robotic technology.

7

RICHARD B. MYERS (71) Retired Chairman of the Joint Chiefs of Staff and Retired General of the United States Air Force

| – | Retired Chairman
of the Joint Chiefs of Staff (principal military advisor to the President,
the Secretary of Defense, and the National Security Council) and Retired
General of the United States Air Force since September 2005 |
| --- | --- |
| – | Colin L. Powell
Chair for National Security Leadership, Character, and Ethics at the
National Defense University since March 2006 |
| – | Foundation
Professor of Military History and Leadership at Kansas State University
since February 2006 |
| – | Chairman of the
Joint Chiefs of Staff and General of the United States Air Force - October
2001 to September 2005 |
| – | Director of
Deere since April 2006. Member of Compensation and Pension Plan Oversight
Committees |
| – | Other current
directorships: Aon plc, Northrop Grumman Corporation, and United
Technologies Corporation |

Key Qualifications, Experiences, and Attributes: In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Myers should serve on Deere’s Board of Directors: his leadership qualities developed from his service as the 15th Chairman of the Joint Chiefs of Staff, the breadth of his experiences in compliance, finance, and other areas of oversight while serving as a member of the boards of directors of other global corporations, and his subject matter knowledge in the areas of crisis management, national security, and international geopolitics.

GREGORY R. PAGE (62) Executive Chairman of Cargill, Incorporated

| – | Executive
Chairman of Cargill, Incorporated (agricultural, food, financial, and
industrial products and services) since December 2013 |
| --- | --- |
| – | Chairman and
Chief Executive Officer of Cargill, Incorporated – 2011 to December
2013 |
| – | Chairman, Chief
Executive Officer, and President of Cargill, Incorporated - 2007 to
2011 |
| – | President and
Chief Operating Officer of Cargill, Incorporated - 2000 to
2007 |
| – | Director of
Deere since June 2013. Member of Audit Review and Corporate Governance
Committees |
| – | Other current
directorships: Carlson and Eaton Corporation
plc |

Key Qualifications, Experiences, and Attributes: In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Page should serve on Deere’s Board of Directors: his leadership qualities developed from his experiences while serving as Chairman and Chief Executive Officer of Cargill, Incorporated, the breadth of his experiences in auditing, corporate governance, and other areas of oversight while serving as a member of the boards of directors of other global corporations, and his subject matter knowledge in the areas of commodities, agriculture, operating processes, finance, and economics.

8

THOMAS H. PATRICK (70) Chairman of New Vernon Capital, LLC

| – | Chairman of New
Vernon Capital, LLC (private equity fund) since 2003 |
| --- | --- |
| – | Executive Vice
Chairman of Merrill Lynch & Co., Inc. - November 2002 to July
2003 |
| – | Executive Vice
President and Chief Financial Officer of Merrill Lynch & Co., Inc. -
February 2000 to November 2002 |
| – | Director of
Deere since 2000. Chair of Pension Plan Oversight Committee and member of
Audit Review and Executive Committees |
| – | Other current
directorships: Baldwin & Lyons, Inc. |
| – | Other previous
directorships: Computer Sciences
Corporation |

Key Qualifications, Experiences, and Attributes: In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Patrick should serve on Deere’s Board of Directors: his leadership qualities developed from his service as an executive officer of Merrill Lynch & Co., Inc., the breadth of his experiences in auditing, corporate governance, and other areas of oversight while serving as a member of the boards of directors of other global corporations, and his subject matter knowledge in the areas of finance, economics, and asset management.

SHERRY M. SMITH (52) Former Executive Vice President and Chief Financial Officer of Supervalu Inc.

| – | Executive Vice
President and Chief Financial Officer of Supervalu Inc. (retail and
wholesale grocery and retail general merchandise products) - December 2010
to August 2013 |
| --- | --- |
| – | Senior Vice
President, Finance of Supervalu Inc. - 2005 to 2010 |
| – | Senior Vice
President, Finance and Treasurer of Supervalu Inc. - 2002 to
2005 |
| – | Director of
Deere since December 2011. Member of Audit Review and Pension Plan
Oversight Committees |

Key Qualifications, Experiences, and Attributes: In addition to her professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Ms. Smith should serve on Deere’s Board of Directors: her leadership qualities developed from her experience while serving as a senior executive and as Chief Financial Officer of Supervalu Inc., the breadth of her experiences in auditing, finance, accounting, compensation, strategic planning, and other areas of oversight, her family farming background, and her subject matter knowledge in the areas of finance, accounting, and food and supply chain management.

9

Item 2 – Advisory Vote on Executive Compensation

Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires that Deere seek an advisory vote from its stockholders to approve the compensation of the executives named in the Summary Compensation Table of this Proxy Statement (the “Named Executive Officers” or “NEOs”) as disclosed in the Compensation Discussion & Analysis (“CD&A”) and tabular and narrative executive compensation disclosures of this Proxy Statement. The Company’s practice, which was approved by its stockholders at the 2011 annual meeting, is to conduct this non-binding vote on an annual basis.

SUPPORTING STATEMENT

Pay for Performance Deere’s compensation philosophy is to pay for performance, support Deere’s business strategies, and offer competitive compensation arrangements. Our compensation programs consist of elements designed to complement each other and reward achievement of short-term and long-term objectives. The metrics used for our incentive programs are associated with operating performance or based upon a function of the Company’s stock price with linkage to revenue growth and total shareholder return. See the “Deere & Company Pay for Performance” graph in the Executive Summary of the CD&A, which highlights our success in aligning executive compensation with the Company’s financial performance.

Program Design In the CD&A, we have provided stockholders with a description of our compensation programs, including the philosophy and strategy underpinning the programs, the individual elements of the compensation programs, and how our compensation plans are administered. Our compensation approach, which we call our Total Rewards Strategy, is supported by the following principles, among others, as fully described in the section “Total Rewards Strategy” in the CD&A:

| – | Attracting, retaining, and motivating high-caliber
executives |
| --- | --- |
| – | With greater responsibility, placing a larger
portion of total compensation “at-risk” with a larger portion tied to
long-term incentives |
| – | Recognizing the cyclical nature of our equipment
businesses and the need to manage value throughout the business
cycle |
| – | Providing opportunity for NEOs to be long-term
stockholders of Deere |
| – | Structuring compensation programs to be regarded
positively by our stockholders and
employees |

Best Practices in Executive Compensation

| – | We include a
double-trigger change in control provision in our current Omnibus Plan and
our current Nonemployee Director Stock Ownership Plan |
| --- | --- |
| – | We do not
provide tax gross ups for executives, except for those available to all
employees generally (including with respect to moving expenses and
international assignments) |
| – | We do not have
retirement programs uniquely applicable to executive officers |
| – | We have adopted
an Executive Incentive Compensation Recoupment Policy to ensure
accountability in the presentation of our financial
statements |
| – | We have
established stock ownership requirements to ensure the retention of stock
by our directors and executives and strengthen the relationship between
compensation and performance |
| – | We prohibit all
directors and employees, including our executive officers, and their
related persons from engaging in short sales of the Company’s stock or
trading in instruments designed to hedge against price declines by the
Company’s stock |
| – | We prohibit our
directors and officers from holding Company securities in margin accounts
or pledging Company securities as collateral for loans or other
obligations |

The Board believes that the executive compensation as disclosed in the CD&A, tabular disclosures, and other narrative executive compensation disclosures in this Proxy Statement is consistent with our compensation philosophy and aligns with the pay practices of our peer group.

FOR THE REASONS STATED, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING NON-BINDING RESOLUTION: “RESOLVED, that the stockholders approve the compensation of the NEOs as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the CD&A, tabular disclosures, and other narrative executive compensation disclosures.”

Effect of Proposal The say-on-pay resolution is non-binding. The approval or disapproval of this proposal by stockholders will not require the Board or the Compensation Committee to take any action regarding the Company’s executive compensation practices. The final decision on the compensation and benefits of our NEOs and on whether, and if so, how, to address stockholder disapproval remains with the Board and the Compensation Committee.

10

Fees Paid to the Independent Registered Public Accounting Firm

The Board believes that the Compensation Committee is in the best position to consider the extensive information and factors necessary to make independent, objective, and competitive compensation recommendations and decisions that are in the best interests of the Company and its stockholders.

The Board values the opinions of the Company’s stockholders as expressed through their votes and other communications. Although the resolution is non-binding, the Board and the Compensation Committee will carefully consider the outcome of the advisory vote and those opinions when making future compensation decisions.

Item 3 - Ratification of Independent Registered Public Accounting Firm

The Audit Review Committee has approved the selection of Deloitte & Touche LLP to serve as the independent registered public accounting firm to audit Deere’s financial statements and internal controls over financial reporting for fiscal 2014. The Audit Review Committee and the Board are requesting that stockholders ratify this appointment as a means of soliciting stockholders’ opinions and as a matter of good corporate practice.

The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the meeting is required to ratify the selection of Deloitte & Touche LLP. If the stockholders do not ratify the selection, the Audit Review Committee will consider any information submitted by the stockholders in connection with the selection of the independent registered public accounting firm for the next fiscal year. Even if the selection is ratified, the Audit Review Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Review Committee believes such a change would be in the best interests of the Company and its stockholders.

We expect that a representative of Deloitte & Touche LLP will be in attendance at the Annual Meeting. This representative will have an opportunity to make a statement and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

For the years ended October 31, 2013 and 2012, professional services were performed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, Limited, and their respective affiliates (collectively, “Deloitte & Touche”).

Audit Fees The aggregate fees billed include amounts for the audit of Deere’s annual financial statements and reviews of the financial statements included in Deere’s Quarterly Reports on Form 10-Q, including services related thereto such as comfort letters, statutory audits, attest services, consents, and accounting consultations. Audit fees for the fiscal years ended October 31, 2013 and 2012 were $16.3 million and $15.3 million, respectively.

Audit-Related Fees During the last two fiscal years, Deloitte & Touche has provided Deere with assurance and related services that are reasonably related to the performance of the audit of our financial statements. The aggregate fees billed for such audit-related services for the fiscal years ended October 31, 2013 and 2012 were $1.9 million and $0.7 million, respectively. These services included audits of financial statements of employee benefit plans, various attestation services, and other consultations.

Tax Fees There were no fees billed for tax services for the fiscal years ended October 31, 2013 and October 31, 2012.

All Other Fees There were no fees billed for services not included above for the fiscal years ended October 31, 2013 and October 31, 2012.

Pre-approval of Services by the Independent Registered Public Accounting Firm The Audit Review Committee has adopted a policy for pre-approval of audit and permitted non-audit services provided by Deere’s independent registered public accounting firm. The Audit Review Committee will consider annually and, if appropriate, approve the provision of audit services by its independent registered public accounting firm and consider and, if appropriate, pre-approve the provision of certain defined audit and non-audit services. The Audit Review Committee will also consider on a case-by-case basis and, if appropriate, approve specific services that are not otherwise pre-approved.

Any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the Audit Review Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Review Committee or one or more of its members between regular meetings. The member or members to whom authority is delegated to approve such services between regular meetings shall report any specific approvals of services to the Audit Review Committee at its next regular meeting.

11

PART C

The Audit Review Committee will regularly review summary reports detailing all services being provided to Deere by its independent registered public accounting firm.

During fiscal 2013, all services by Deere’s independent registered public accounting firm were pre-approved by the Audit Review Committee in accordance with this policy.

Other Matters

We do not know of any other matters that will be considered at the Annual Meeting. If, however, any other appropriate business should properly come before the meeting, the Board will have discretionary authority to vote according to its best judgment.

Security Ownership of Certain Beneficial Owners and Management

The following table shows the number of shares of Deere common stock beneficially owned as of December 31, 2013 (unless otherwise indicated) by:

| – | each person, who,
to our knowledge, beneficially owns more than 5% of our common
stock; |
| --- | --- |
| – | each of our
nonemployee directors; |
| – | each of our NEOs;
and |
| – | all individuals
who served as directors or executive officers on December 31, 2013, as a
group. |

A beneficial owner of stock is a person who has sole or shared voting power, meaning the power to control voting decisions, or sole or shared investment power, meaning the power to cause the sale or other disposition of the stock. A person is also considered the beneficial owner of shares to which that person has the right to acquire beneficial ownership (within the meaning of the preceding sentence) within 60 days. For this reason, the following table includes exercisable stock options, shares underlying restricted stock units (“RSUs”) that are scheduled to settle within 60 days of December 31, 2013, and options and RSUs that would become exercisable or be settled within 60 days of December 31, 2013 at the discretion of an individual identified in the table (for example, upon retirement).

All individuals listed in the table have sole voting and investment power over the shares unless otherwise noted. As of December 31, 2013, Deere had no preferred stock issued or outstanding.

	Shares — Beneficially	Options
	Owned	Exercisable		Percent of
	Excluding	Within 60		Shares
	Options	Days	Total	Outstanding
Greater
Than
5%
Owners
Cascade Investment,
L.L.C. (1)
2365 Carillon Point
Kirkland, WA 98033	30,008,573	—	30,008,573	8.1%
BlackRock Inc. (2)
40
East 52nd Street
New York, NY 10022	25,354,708	—	25,354,708	6.54%
Non-Employee
Directors
(3)
Crandall C. Bowles	33,250		33,250	*
Vance D.
Coffman	17,066		17,066	*
Charles
O. Holliday, Jr.	11,694		11,694	*
Dipak C. Jain	23,768		23,768	*
Clayton
M. Jones	11,358		11,358	*
Joachim
Milberg	21,242		21,242	*
Richard
B. Myers	13,710		13,710	*
Gregory R.
Page	3,736		3,736	*
Thomas
H. Patrick	29,786		29,786	*
Aulana L.
Peters	22,542		22,542	*
Sherry M. Smith	3,136		3,136	*
Named
Executive
Officers (4)
Samuel
R. Allen	101,691	895,918	997,609	*
James
M. Field	19,514	192,255	211,769	*
Jean H.
Gilles	19,062	174,058	193,120	*
Rajesh
Kalathur	4,358	74,355	78,713	*
Michael J. Mack, Jr.	34,556	113,605	148,161	*
All
directors and
executive
officers as
a
group
(21 persons) (5)	431,148	1,862,255	2,293,403	*
* Less than 1% of the outstanding shares of Deere common
stock.

12

Section 16(a) Beneficial Ownership Reporting Compliance

(1) The ownership information for Cascade Investment, L.L.C. (“Cascade”) is based on information supplied by Cascade in a statement on Schedule 13D filed with the SEC. All shares of common stock held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. Cascade has sole voting power and sole dispositive power over 30,008,573 shares owned.

(2) The ownership information for BlackRock Inc. (“BlackRock”) is based on information supplied by BlackRock in a statement on Schedule 13G filed with the SEC for the period ended December 31, 2012. BlackRock holds the shares in its capacity as a registered investment advisor on behalf of numerous investment advisory clients, none of which is known to own more than five percent of Deere’s shares. BlackRock has sole voting power and sole dispositive power over 25,354,708 shares owned.

(3) The table includes restricted shares and RSUs awarded to directors under the Deere & Company Nonemployee Director Stock Ownership Plan (see footnote (2) to the Fiscal 2013 Director Compensation Table). Restricted shares and RSUs may not be transferred prior to retirement as a director. RSUs are payable only in Deere common stock following retirement and have no voting rights until they are settled in shares of stock. In addition, directors own the following number of deferred stock units, which are payable solely in cash under the terms of the Nonemployee Director Deferred Compensation Plan:

Director
Crandall C.
Bowles	33,813
Vance D. Coffman	19,156
Dipak C.
Jain	3,779
Thomas H. Patrick	13,565

(4) See the Outstanding Equity Awards at Fiscal 2013 Year-End table for additional information regarding equity ownership for NEOs as of October 31, 2013.

(5) The number of shares shown for all directors and executive officers as a group includes 134,072 shares owned jointly with family members over which the directors and executive officers share voting and investment power.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, certain of our officers, and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. These individuals are required by SEC regulations to furnish Deere with copies of all such Section 16(a) forms.

We help our directors and officers to prepare and file the required reports. We have established procedures where the directors and officers (and others on their behalf) provide us with the relevant information regarding their transactions in Deere shares. Based on this information, we prepare and file the required ownership reports on behalf of the directors and officers. We have reviewed the reports we prepared and filed. In addition, our directors and officers have made written statements to us regarding their Deere stock ownership and reports. Based solely upon a review of these statements and reports, we believe that during 2013 all Section 16(a) filing requirements applicable to our insiders were complied with.

Corporate Governance

Corporate Governance Policies In recognition of the importance of corporate governance as a component of providing stockholder value, our Board of Directors has adopted Corporate Governance Policies for the Company. Our Corporate Governance Policies are periodically reviewed and revised as appropriate by the Board to ensure that the policies reflect the Board’s corporate governance objectives. The independence standards included in these policies meet or exceed the independence requirements of the New York Stock Exchange (“NYSE”). Our Corporate Governance Policies can be found on our website at www.deere.com/corpgov.

Director Independence As part of our Corporate Governance Policies, the Board has adopted categorical standards to assist the Board in evaluating the independence of each director. The categorical standards are intended to assist the Board in determining whether or not certain relationships between our directors and Deere or its affiliates (either directly or indirectly as a partner, stockholder, officer, director, trustee, or employee of an organization that has a relationship with Deere) are “material relationships” for purposes of the NYSE independence standards. The categorical standards establish thresholds at which such relationships are deemed not to be material. The categorical standards are attached as Appendix A to this Proxy Statement and are included as part of the Corporate Governance Policies referenced above. A copy may also be obtained upon request to the Deere & Company

13

Stockholder Relations Department. In addition, each director’s independence is evaluated under our Related Person Transactions Approval Policy, as discussed in the “Review and Approval of Related Persons Transactions” section below.

In November 2013, we reviewed the independence of each director, applying the independence standards set forth in our Corporate Governance Policies. The review considered relationships and transactions between each director (and his or her immediate family and affiliates) and each of the following: Deere, Deere’s management, and Deere’s independent registered public accounting firm.

Based on this review, at the December 2013 Board meeting, the Board affirmatively determined that the following directors have no material relationships with Deere and its affiliates and are independent as defined in our Corporate Governance Policies and the listing standards of the NYSE: Ms. Bowles, Mr. Coffman, Mr. Holliday, Mr. Jain, Mr. Jones, Mr. Milberg, Mr. Myers, Mr. Page, Mr. Patrick, Ms. Peters, and Ms. Smith. Mr. Allen is not considered an independent director because of his employment relationship with Deere.

Review and Approval of Related Person Transactions The Board has adopted a Related Person Transactions Approval Policy (the “Related Person Policy”). Under the Related Person Policy, our Corporate Governance Committee is responsible for reviewing, approving, and ratifying all related person transactions.

The following are considered to be related persons under the Related Person Policy:

| (1) | executive
officers and directors of Deere; |
| --- | --- |
| (2) | any holder of 5%
or more of Deere’s voting securities; or |
| (3) | immediate family
members of anyone in categories (1) or (2). |

A related person transaction is a transaction, relationship, or arrangement between a related person and Deere where:

| – | the amount
involved exceeds $120,000; and |
| --- | --- |
| – | any related person
(as defined above) has or will have a direct or indirect material interest
in the transaction. |

Each year, our directors and executive officers complete annual questionnaires designed to elicit information about potential related person transactions. Deere’s directors and officers must promptly advise our Corporate Secretary if there are any changes to the information they previously provided.

After consultation with our General Counsel, management, and outside counsel, as appropriate, our Corporate Secretary determines whether the transaction is reasonably likely to be a related person transaction. Transactions deemed reasonably likely to constitute related person transactions are submitted to the Corporate Governance Committee for consideration at its next meeting. If action is required prior to the next meeting, the transaction is submitted to the Chairperson of the Corporate Governance Committee (the “Chairperson”) and the Chairperson’s determination is then reported to the Corporate Governance Committee at its next meeting.

When evaluating potential related person transactions, the Corporate Governance Committee or the Chairperson, as applicable, considers all reasonably available relevant facts and circumstances and approves only those related person transactions determined in good faith to be in compliance with, or not inconsistent with, our Code of Ethics, Code of Business Conduct, and the best interests of our stockholders.

Patrick E. Mack, brother of Michael J. Mack, Jr., our President, Worldwide Construction & Forestry Operations, is an employee in the Company’s Financial Services division. During fiscal 2013, Patrick E. Mack received $660,252 in direct cash compensation, along with stock options valued at $149,600 at the time of grant. Patrick E. Mack’s compensation is consistent with that of other employees at his grade level. Pursuant to our Corporate Governance Committee charter, this transaction was approved by the Corporate Governance Committee after determining that it is not inconsistent with our Code of Ethics or Code of Business Conduct.

Identification and Evaluation of Director Nominees The Corporate Governance Committee is responsible for screening candidates and recommending director nominees to the full Board, which nominates the slate of directors for election at each annual meeting of stockholders and also elects directors to fill vacancies or newly-created seats on the Board. The Corporate Governance Committee considers candidates as recommended by stockholders, directors, officers, and third party search firms. Recommendations from stockholders are considered by the Corporate Governance Committee in accordance with the procedures described under the section of this Proxy Statement entitled “Stockholder Proposals and Nominations.” The Corporate Governance Committee reviews all candidates in the same manner, regardless of the source of the recommendation.

14

Our Corporate Governance Policies, which are periodically reviewed by the Board, provide the general criteria and framework for assessing director candidates. In accordance with our Corporate Governance Policies, when screening candidates for nomination to the Board, the Corporate Governance Committee considers skills, experience, international versus domestic background, diversity, age, and legal and regulatory requirements in the context of an assessment of the perceived needs of the Board. The Corporate Governance Committee seeks to ensure that the Board is composed of members whose particular skills, qualifications, experiences, and attributes, when taken together, allow the Board to satisfy its oversight responsibilities effectively.

At a minimum, the Board assesses the diversity of its members and nominees on an annual basis during its performance evaluation by considering, among other factors, diversity in expertise, experience, background, ethnicity, and gender.

Board Oversight of Risk Management The Board believes that strong and effective internal controls and risk management processes are essential elements in achieving long-term stockholder value. The Board, directly and through its committees, is responsible for overseeing risks potentially affecting the Company.

The Audit Review Committee oversees financial, operational, strategic, and hazard-related risks by regularly reviewing reports and presentations given by management, including our Senior Vice President and General Counsel, Senior Vice President and Chief Financial Officer, and Vice President, Internal Audit, as well as other operational Company personnel. In addition, the Audit Review Committee regularly meets with our external auditors to discuss and assess potential risks. The Audit Review Committee regularly reviews our risk management practices and risk-related policies (for example, the Company’s Code of Business Conduct, information security policies, risk management and insurance portfolio, and legal and regulatory reviews) and evaluates potential risks related to internal control over financial reporting.

The Compensation Committee oversees potential risks related to the design and administration of our compensation plans, policies, and programs, including our performance-based compensation programs, to promote appropriate incentives which do not encourage unnecessary and excessive risk-taking by our executive officers or other employees.

The Corporate Governance Committee oversees potential risks related to our governance practices by, among other tasks, reviewing succession plans and performance evaluations of the Board and Chief Executive Officer, monitoring legal developments and trends regarding corporate governance practices, and evaluating potential related person transactions.

The Pension Plan Oversight Committee oversees potential risks related to funding our U.S. qualified pension plans (other than the defined contribution savings and investment plans) and monitoring compliance with applicable laws and Company policies and objectives.

The full Board oversees the Company’s risk management procedures and regularly receives and evaluates reports and presentations from the Chairs of the Audit Review, Compensation, Corporate Governance, and Pension Plan Oversight Committees on risk-related matters falling within each respective committee’s oversight responsibilities.

Board Leadership Structure The Chairman of the Board also serves as our Chief Executive Officer. The Board believes that combining the Chairman and Chief Executive Officer roles is the most appropriate structure for the Company at this time because the Board believes that: (1) this structure has a longstanding history of serving our stockholders well, through many economic cycles, business challenges, and the succession of multiple leaders; (2) its governance processes, as reflected in the Corporate Governance Policies and Board committee charters, preserve Board independence by ensuring independent discussion among directors and independent evaluation of, and communication with, members of senior management, and (3) the enhanced role of the independent Presiding Director strengthens the Company’s governance structure such that separation of the Chairman and Chief Executive Officer roles is unnecessary at this time.

Presiding Director Charles O. Holliday, Jr., an independent director, currently serves as our Presiding Director. Mr. Holliday is currently serving his fifth term as our Presiding Director.

The Presiding Director is elected by a majority of the independent directors upon a recommendation from the Corporate Governance Committee. The Presiding Director is appointed for a one-year term beginning upon election and expiring upon the selection of a successor Presiding Director.

The Board has determined that the Presiding Director should have the following duties and responsibilities:

| – | Preside at all
meetings of the Board at which the Chairman is not present, including
executive sessions of the independent directors; |
| --- | --- |
| – | Serve as liaison
between the Chairman and the independent directors; |
| – | In consultation
with the Chairman, review and approve the schedule of meetings of the
Board, the proposed agendas, and the materials to be sent to the Board; |

15

| – | Call meetings of
the independent directors when necessary and appropriate; and |
| --- | --- |
| – | Remain available
for consultation and direct communication with Deere’s stockholders. |

The Board believes that the role of the Presiding Director furthers the Company’s continuing commitment to strong corporate governance and Board independence.

Political Contributions In order to promote transparency and good corporate citizenship, we have since 2012 provided voluntary disclosure relating to the political contribution activities of the Company and its political action committee. This information is publicly available at www.deere.com/politicalcontributions.

Communication with the Board If you wish to communicate with the Board you may send correspondence to: Corporate Secretary, Deere & Company, One John Deere Place, Moline, Illinois 61265-8098.

The Corporate Secretary will submit your correspondence to the Board or the appropriate committee, as applicable.

You may communicate directly with the Presiding Director of the Board by sending correspondence to: Presiding Director, Board of Directors, Deere & Company, Department A, One John Deere Place, Moline, Illinois 61265-8098.

Committees

The Board met five times during fiscal 2013. Directors are expected to attend Board meetings, meetings of committees on which they serve, and stockholder meetings. Directors are expected to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. During fiscal 2013, all directors attended 75% or more of the meetings of the Board and committees on which they served. All directors attended the Annual Meeting of Stockholders in February 2013 except for Mr. Page, whose election to the Board occurred subsequent to such meeting.

Each Board meeting normally begins or ends with a session between the CEO and the independent directors. This provides a platform for discussions outside the presence of the non-Board management attendees, as well as an opportunity for the independent directors to go into executive session (without the CEO) if requested by any director. The independent directors may meet in executive session, without the CEO, at any time, and such non-management executive sessions are scheduled (and in

practice typically occur) at each regularly scheduled Board meeting. The Presiding Director presides over these executive sessions.

The Board has delegated some of its authority to the following five committees of the Board: the Executive Committee, the Audit Review Committee, the Compensation Committee, the Corporate Governance Committee, and the Pension Plan Oversight Committee. Each such committee has adopted a charter that complies with current NYSE rules relating to corporate governance matters. Copies of the committee charters, as well as our Code of Ethics and Code of Business Conduct, are available at www.deere.com/corpgov. A copy of these charters and policies also may be obtained upon request to the Deere & Company Stockholder Relations Department.

The Executive Committee The Executive Committee may act on behalf of the Board if a matter requires Board action between meetings of the full Board. The Executive Committee’s authority concerning certain significant matters is limited by law and our Bylaws. No meetings of the Executive Committee were required during fiscal 2013.

The Audit Review Committee The Board has determined that under current NYSE listing standards all members of the Audit Review Committee are independent and financially literate. The Board has also determined that Mr. Holliday, Mr. Page, Mr. Patrick, Ms. Peters, and Ms. Smith are “audit committee financial experts” as defined by the SEC and that each has accounting or related financial management expertise as required by NYSE listing standards. The Audit Review Committee reports to the Board on its activities and findings. The Audit Review Committee’s primary responsibilities include:

| – | Overseeing the
independent registered public accounting firm’s qualifications,
independence, and performance; |
| --- | --- |
| – | Assisting the
Board in overseeing the integrity of our financial statements, compliance
with legal requirements, and the performance of our internal auditors; and |
| – | Pre-approving all
audit and allowable non-audit services by the independent registered
public accounting firm. |

The Compensation Committee The Board has determined that under current NYSE listing standards all members of the Compensation Committee are independent. The Compensation Committee currently retains Pearl Meyer & Partners (“Pearl Meyer”) as its compensation consultant. Pearl Meyer also provides independent input for the Corporate Governance Committee’s decision-making with respect

16

to director compensation. The Compensation Committee reports to the Board on its activities. The Compensation Committee’s primary responsibilities include:

| – | Making
recommendations to the Board regarding incentive and equity-based
compensation plans; |
| --- | --- |
| – | Evaluating and
(except for the CEO) approving the compensation of our executive officers,
including reviewing and approving corporate performance goals and
objectives related to the compensation of our executive officers; |
| – | Evaluating and
approving compensation granted pursuant to the Company’s equity-based and
incentive compensation plans, policies and programs; |
| – | Overseeing the
work and assessing the independence of compensation consultants and other
advisors retained by the Compensation Committee; |
| – | Overseeing our policies on structuring compensation programs for
executive officers to preserve tax deductibility; and |
| – | Reviewing
and discussing the CD&A with our management and determining whether to
recommend to the Board that the CD&A be included in our filings with
the SEC. |

The Corporate Governance Committee The Board has determined that under current NYSE listing standards all members of the Corporate Governance Committee are independent. The Corporate Governance Committee reports to the Board on its activities. The Corporate Governance Committee’s primary responsibilities include:

| – | Monitoring corporate
governance policies and overseeing our Center for Global Business Conduct; |
| --- | --- |
| – | Reviewing senior management
succession plans and identifying and recommending to the Board individuals
to be nominated as directors; |
| – | Making recommendations
concerning the size, composition, committee structure, and fees for the
Board; |
| – | Overseeing the evaluation of
our management; and |
| – | Reviewing and
reporting to the Board on the performance and effectiveness of the Board
and the Corporate Governance Committee. |

The Pension Plan Oversight Committee The Board has determined that under current NYSE listing standards all members of the Pension Plan Oversight Committee are independent. The Pension Plan Oversight Committee oversees our pension plans, establishes corporate policy with respect to the pension plans, and reviews the Company’s funding policies. The Pension Plan Oversight Committee also has authority to make substantive amendments and modifications to the pension plans. The Pension Plan Oversight Committee reports to the Board on its activities.

The following table shows the current membership of each committee and the number of meetings held by each committee during fiscal 2013:

		Audit		Corporate	Pension — Plan
	Executive	Review	Compensation	Governance	Oversight
Director	Committee	Committee	Committee	Committee	Committee
Samuel R. Allen	Chair
Crandall C. Bowles	X		X	Chair
Vance D.
Coffman	X		Chair	X
Charles
O. Holliday, Jr.	X	Chair		X
Dipak C. Jain		X			X
Clayton
M. Jones			X		X
Joachim
Milberg		X		X
Richard
B. Myers			X		X
Gregory R.
Page		X		X
Thomas
H. Patrick	X	X			Chair
Aulana L.
Peters		X		X
Sherry
M. Smith		X			X
Fiscal 2013
meetings	0	4	5	4	2

Compensation of Directors

We pay nonemployee directors an annual retainer along with additional fees to committee chairpersons and the Presiding Director as described below. We do not pay any other committee retainers or meeting fees. In addition, nonemployee directors are awarded RSUs after each annual meeting during their service as directors. A person who becomes a nonemployee director between annual meetings, or who serves a partial term, receives a prorated retainer and a prorated RSU award. We also reimburse directors for expenses related to meeting attendance. Directors who are employees receive no additional compensation for serving on the Board or its committees. Compensation for nonemployee directors is reviewed annually by the Corporate Governance Committee. At its December 2013 meeting, the Board approved an increase of

17

the annual retainer for nonemployee directors to $120,000, as recommended by the Corporate Governance Committee, which became effective January 1, 2014. The following chart describes amounts we pay and the value of awards we grant to nonemployee directors:

| Date Approved by Corporate — Governance
Committee | August
2011 | August
2013 |
| --- | --- | --- |
| Effective Date of
Annual Amounts | January
2012 | January
2014 |
| Retainer | $100,000 | $120,000 |
| Equity
Award | $120,000 | $120,000 |
| Presiding Director
Fee | $20,000 | $20,000 |
| Audit
Review Committee Chair Fee | $20,000 | $20,000 |
| Compensation
Committee Chair Fee | $20,000 | $20,000 |
| Corporate Governance Committee Chair Fee | $15,000 | $15,000 |
| Pension Plan Oversight Committee Chair Fee | $10,000 | $10,000 |

Under our Nonemployee Director Deferred Compensation Plan, directors may choose to defer some or all of their annual retainers until their retirement as a director. A director may elect to have these deferrals invested in either an interest-bearing account or an account with a return equivalent to an investment in Deere common stock.

Prior to fiscal 2008, nonemployee directors received the equity award in the form of restricted stock. Beginning in fiscal 2008, directors receive the equity award in the form of RSUs. In fiscal 2012, the Board adopted stock ownership guidelines requiring each nonemployee director to own Company common stock equivalent in value to at least three times the director’s annual cash retainer. This ownership level must be achieved within five years of the date the director joins the Board. Restricted stock, RSUs, and any common stock held personally by the nonemployee director are included in determining whether the applicable ownership requirement has been achieved. Other than Ms. Smith, who was first elected to the Board in December 2011, and Mr. Page, who was first elected to the Board in June 2013, each director has achieved stockholdings in excess of the applicable multiple as of the date of this Proxy Statement. Additionally, we require nonemployee directors to hold all equity awards until the occurrence of one of the following triggering events: retirement from the Board, permanent and total disability, death, or a change in control of Deere along with a qualifying termination of the director. The directors are prohibited from selling, gifting, or otherwise disposing of their equity awards prior to a triggering event. While the restrictions are in effect, the nonemployee directors may vote the restricted shares (but not shares underlying RSUs) and receive dividends on the restricted shares and dividend equivalents on the RSUs.

In fiscal 2013, we provided the following compensation to nonemployee directors:

Fiscal 2013 Director Compensation Table
			Nonqualified
	Fees Earned		Deferred
	or Paid in	Stock	Compensation
Name	Cash (1)	Awards (2)	Earnings (3)	Total
Crandall C. Bowles	$ 115,000	$ 119,977	$ 0	$234,977
Vance
D. Coffman	$ 120,000	$ 119,977	$ 0	$239,977
Charles O. Holliday,
Jr.	$ 140,000	$ 119,977	$ 0	$259,977
Dipak
C. Jain	$ 100,000	$ 119,977	$ 16,796	$236,773
Clayton M.
Jones	$ 100,000	$ 119,977	$ 0	$219,977
Joachim
Milberg	$ 100,000	$ 119,977	$ 0	$219,977
Richard B.
Myers	$ 100,000	$ 119,977	$ 0	$219,977
Gregory
R. Page (4)	$ 33,333	$ 86,561	$ 0	$119,894
Thomas H.
Patrick	$ 110,000	$ 119,977	$ 0	$229,977
Aulana
L. Peters	$ 100,000	$ 119,977	$ 0	$219,977
Sherry M.
Smith	$ 100,000	$ 119,977	$ 1,150	$221,127

(1) All fees earned in fiscal 2013 for services as a director, including Committee Chairperson and Presiding Director fees, whether paid in cash or deferred under the Nonemployee Director Deferred Compensation Plan, are included in this column.

(2) Represents the grant date fair value of RSUs for financial statement reporting purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and does not correspond to the actual value that will be realized by the nonemployee directors. All grants are fully expensed in the fiscal year granted based on the grant price (the average of the high and low price for Deere common stock on the grant date). For fiscal 2013, the grant date was March 6, 2013, and the grant price was $90.01. The nonemployee director grant date is seven calendar days after the Annual Meeting. The assumptions made in valuing the RSUs reported in this column are discussed in Note 24, “Stock Option and Restricted Stock Awards,” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended October 31, 2013. The following table lists the cumulative restricted shares and RSUs held by the nonemployee directors as of October 31, 2013:

Director Name	Restricted — Stock	RSUs
Crandall C. Bowles	19,916	10,534
Vance D.
Coffman	6,532	10,534
Charles O. Holliday,
Jr.	1,160	10,534
Dipak C.
Jain	13,234	10,534
Clayton M. Jones	824	10,534
Joachim
Milberg	10,708	10,534
Richard B. Myers	3,176	10,534
Gregory R.
Page	—	986
Thomas H. Patrick	19,252	10,534
Aulana L.
Peters	12,008	10,534
Sherry M. Smith	—	3,136

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(3) Directors are eligible to participate in the Nonemployee Director Deferred Compensation Plan. Under this plan, participants may defer part or all of their annual cash compensation. For these deferrals, two investment choices are available:

| – | an interest-bearing alternative which pays interest at the end of each calendar
quarter based on the Moody’s “A” rated Corporate Bond Rate for amounts
deferred during or after fiscal 2010. For amounts deferred prior to fiscal
2010, the interest rate is based on the prime rate as determined by the
Federal Reserve Statistical Release plus 2%; or |
| --- | --- |
| – | an equity
alternative denominated in units of Deere common stock which earns
additional shares each quarter at the quarterly dividend rate on Deere
common stock. |

Amounts included in this column represent the above-market earnings on any amounts deferred under the Nonemployee Director Deferred Compensation Plan. Above-market earnings represent the difference between the interest rate used to calculate earnings under the applicable investment choice and 120% of the applicable federal long-term rate.

(4) Mr. Page was elected to the Board effective June 1, 2013. His compensation amounts reflect a partial year award for the retainer fees for June 2013 through September 2013 and a pro-rated RSU award for June 2013 through February 2014.

Audit Review Committee Report

The reports of the Audit Review Committee and the Compensation Committee that follow do not constitute soliciting material and will not be deemed filed or incorporated by reference by any general statement incorporating by reference this Proxy Statement or future filings into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that Deere specifically incorporates the information by reference, and will not otherwise be deemed filed under these Acts.

To the Board of Directors:

The Audit Review Committee consists of the following members of the Board of Directors:

Charles O. Holliday, Jr. (Chair), Dipak C. Jain, Joachim Milberg, Gregory R. Page, Thomas H. Patrick, Aulana L. Peters, and Sherry M. Smith. Each of the members is independent as defined under the rules of the New York Stock Exchange (NYSE). The Audit Review Committee is responsible for assisting the Board of Directors in fulfilling its oversight responsibilities pertaining to the accounting, auditing, and financial reporting processes of Deere. Management is responsible for establishing and maintaining Deere’s internal control over financial reporting and for preparing financial statements in accordance with accounting principles generally accepted in the United States of America. The Audit Review Committee is directly responsible for the appointment, oversight, compensation, and retention of Deloitte & Touche LLP, the independent registered public accounting firm for Deere. Deloitte & Touche LLP is responsible for performing an independent audit of Deere’s annual consolidated financial statements and internal control over financial reporting, and expressing opinions on (i) the conformity of Deere’s financial statements with accounting principles generally accepted in the United States of America; and (ii) Deere’s internal control over financial reporting.

All members of the Audit Review Committee are financially literate under the applicable NYSE rules, and the following members of the Audit Review Committee – Mr. Holliday, Mr. Page, Mr. Patrick, Ms. Peters, and Ms. Smith – are “audit committee financial experts” within the meaning of that term as defined by the Securities and Exchange Commission (SEC) in Regulation S-K under the Securities Exchange Act of 1934, as amended. The Audit Review Committee has a written charter describing its responsibilities, which has been approved by the Board of Directors and is available on Deere’s website at www.deere.com/corpgov. The Audit Review Committee’s responsibility is one of oversight. Members of the Audit Review Committee rely on the information provided and the representations made to them by: management, which has primary responsibility for establishing and maintaining appropriate internal control over financial reporting and for Deere’s financial statements and reports; and by the independent registered public accounting firm, which is responsible for performing an audit in accordance with Standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and expressing opinions on (i) the conformity of Deere’s financial statements with accounting principles generally accepted in the United States; and (ii) Deere’s internal control over financial reporting.

In this context, we have reviewed and discussed with management Deere’s audited financial statements as of and for the fiscal year ended October 31, 2013.

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PART D

We have discussed with Deloitte & Touche LLP, the independent registered public accounting firm for Deere, the matters required to be discussed by PCAOB Interim Auditing Standard AU Section 380, Communications with Audit Committees.

We have received and reviewed the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Review Committee concerning independence, and have discussed with them their independence. We have concluded that Deloitte & Touche LLP’s provision of audit and non-audit services to Deere is compatible with their independence.

Based on the reviews and discussions referred to above, and exercising our business judgment, we recommend to the Board of Directors that the financial statements referred to above be included in Deere’s Annual Report on Form 10-K for the fiscal year ended October 31, 2013 for filing with the SEC. We have selected Deloitte & Touche LLP as Deere & Company’s independent registered public accounting firm for fiscal 2014, and have approved submitting the selection of the independent registered public accounting firm for ratification by the stockholders.

Audit Review Committee

Charles O. Holliday, Jr. (Chair) Dipak C. Jain Joachim Milberg Gregory R. Page Thomas H. Patrick Aulana L. Peters Sherry M. Smith

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Compensation Discussion & Analysis

Executive Summary Fiscal 2013 Performance Review During fiscal 2013, the Company maintained its strong financial condition in the face of continuing global economic pressure. The following table illustrates the Company’s performance in fiscal 2013 in terms of net sales and revenues, net income, and stock price relative to performance in fiscal 2012:

| ($ in
millions, | ($ in
millions, | | |
| --- | --- | --- | --- |
| except
stock | except
stock | Change | |
| price) | price) | (%) | |
| Net Sales and
Revenues | | | |
| (U.S.
GAAP) | $37,795 | $36,157 | +5% |
| Worldwide Net Income | | | |
| Attributable to Deere
& | | | |
| Company (U.S. GAAP) | $3,537 | $3,065 | +15% |
| Stock Price per
Share at | | | |
| Fiscal Year
End | $81.84 | $85.44 | -4.2% |

Pay for Performance Review and Analysis Pay for performance is an important component of our longstanding compensation philosophy. Our compensation approach, which we refer to as our Total Rewards Strategy (and which is described in greater detail below in the section “Total Rewards Strategy”), is designed to motivate our executives,

including our NEOs, to substantially contribute individually and collaboratively to the Company’s long-term, sustainable growth. The following chart shows the direct and indirect compensation components of our Total Rewards Strategy:

TOTAL REWARDS STRATEGY — TOTAL DIRECT COMPENSATION				TOTAL INDIRECT COMPENSATION
Short-Term Compensation		Long-Term Compensation		Other Compensation and
Benefits
	Short-Term Incentive	Mid-Term Incentive	Long-Term Incentive
Base Salary	(“STI”)	(“MTI”)	(“LTI”)
Fixed cash component	Annual cash award for
profitability and efficient operations during the fiscal year	Cash award for sustained profitable growth during a multi-year
period	Equity award for
creation of stockholder value, as reflected by the Company’s stock price,
with linkage to revenue growth and total shareholder return
(“TSR”)	Perquisites; Retirement Benefits; Deferred Compensation Benefits;
and Additional Benefits Payable upon a Change-in-Control
Event

The pay elements are designed to complement each other and award upper quartile compensation for sustained upper quartile Company performance. The underlying incentive programs are based on financial metrics that are aligned with the Company’s

business strategy and stockholders’ interests, take into account the cyclical nature of Deere’s businesses, and support collaborative teamwork across our integrated global enterprise.

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As our NEOs assume greater responsibility, our pay for performance approach provides that: (1) a larger portion of their total compensation should be “at-risk” in the form of short-term, mid-term, and long-term incentive awards; and (2) a larger proportion of their incentive awards should be in the form of long-

term awards in order to drive sustainable growth of stockholder value. The following chart illustrates the allocation of all fiscal 2013 Total Direct Compensation components at target for each NEO. This chart highlights the Company’s emphasis on long-term and at-risk compensation.

Consultant Review of Pay for Performance Relative to Peer Group In the course of reviewing our overall executive compensation program, the Compensation Committee’s consultant, Pearl Meyer & Partners (“Pearl Meyer”), reviewed the relationship between total realizable compensation and our performance for the three fiscal years ended October 31, 2012. This approach was selected because this is the most recent time period coinciding with our fiscal year-end for which corresponding compensation information is available for our peer companies. This review was conducted to understand the degree of alignment between total compensation delivered to our NEOs during the period and our performance relative to our peer group as identified in the “Benchmarking” section below. For purposes of this review, “company performance” is defined as total shareholder return. “Total realizable compensation” for Deere NEOs is defined as the sum of the following components:

1. Actual base salaries paid over the three-year period;

2. Actual short-term incentive awards paid over the three-year period;

3. The Black-Scholes value as of October 31, 2012 of any stock options granted over the three-year period;

4. The current value of restricted stock units granted over the three-year period;

5. The pro-rated number of performance stock units based on actual performance as of October 31, 2012 for the fiscal 2011-2013 and fiscal 2012-2014 performance cycles; and

6. The value of actual MTI payouts made over the three-year period.

For peer companies, realizable pay includes cash-based long-term incentive plan and performance share plan payouts for performance cycles fully contained within the 3-year period with award values multiplied by a factor that reflects grant frequency and long-term incentive vehicle mix.

Pearl Meyer’s analysis, as shown in the chart below, reveals that we achieved total shareholder return above the 75th percentile of our peer group while total realizable compensation for our CEO and other NEOs was at or below the 75th percentile of the peer group.

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Pearl Meyer also noted that two of Deere’s most highly-paid executive officers for the three fiscal years ended October 31, 2012, who have since retired and are not reported in the Executive Compensation Tables of this year’s Proxy Statement, are included in this analysis. Had the analysis been performed with respect to Deere’s current non-CEO NEOs, the competitive positioning of relative total realizable compensation would have been below median due to the short tenures of several of these executive officers.

Pearl Meyer will conduct the pay for performance analysis with respect to the three fiscal years ended October 31, 2013 once corresponding information is available for our peer companies (expected to be spring 2014). It is anticipated that this analysis will indicate that pay and performance have remained aligned, albeit at a lower point within the alignment corridor shown in the chart above, reflecting Deere’s more recent share price performance.

2013 Compensation Overview At Deere, we remain committed to our longstanding compensation philosophy, which incorporates the principles of paying for performance, supporting business strategies, and paying competitively. The Compensation Committee believes this philosophy continues to drive our NEOs and salaried employees to produce sustainable, positive results for the Company and our stockholders.

Compensation Objectives We aspire to distinctively serve our customers – those linked to the land – through a great business. To achieve this aspiration, our business strategy includes:

| – | Exceptional
operating performance; |
| --- | --- |
| – | Disciplined
growth of shareholder value added (“SVA”); and |
| – | Aligned
high-performance teamwork. |

Execution of this strategy is expected to create a sustainable business that rewards our customers, employees, and stockholders. Our Total Rewards Strategy is designed to motivate our NEOs and salaried employees to execute our business strategy and strive for higher Company performance while maintaining our core values of quality, innovation, integrity, and commitment.

Total Rewards Strategy (“TRS”) TRS includes Total Direct Compensation (base salary, short-term, mid-term, and long-term incentive compensation) and Total Indirect Compensation (other compensation and benefits). The award ranges and values for each of the incentive compensation components of TRS are tied to our performance through association with operating metrics or as a function of our stock price. We have chosen financial metrics that align compensation with our business strategy and our stockholders’ interests. This alignment is further accomplished by keeping our metrics simple, transparent, and consistently communicated from year to year. SVA, for example, has been published in the annual report every year since 2002 in the section following the Chairman’s message.

Although TRS applies to most salaried employees, this Proxy Statement focuses on its applicability to our NEOs. TRS is supported by the following principles: (1) attract, retain, and motivate high-caliber executives; (2) with greater responsibility, place a larger portion of total compensation “at-risk” with a larger portion tied to long-term incentives; (3) provide the appropriate level of reward for performance (below median total compensation for substandard Company performance; median total compensation for median levels of Company performance; and upper quartile total compensation for sustained upper quartile Company performance); (4) recognize the cyclical nature of our equipment businesses and the need to manage value throughout the business cycle; (5) provide opportunity for NEOs to be long-term stockholders of the Company; (6) structure compensation programs to meet the tax deductibility criteria in the U.S. Internal Revenue Code (“IRC”) where practicable; and (7) structure compensation programs to be regarded positively by our stockholders and employees.

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Compensation Elements of TRS Each component of Total Direct Compensation and Total Indirect Compensation within TRS is summarized in the table below:

| Component | Purpose | Characteristics | Where Reported
in Accompanying Tables |
| --- | --- | --- | --- |
| Base Salary | Reward for level of responsibility, experience, and
sustained individual performance | Fixed cash component targeted at our peer group
median; Base salary can vary from the market due to individual
performance, experience, time in position, and internal equity
considerations | Fiscal 2013 Summary Compensation Table under the
column “Salary” |
| Discretionary
Bonus Awards | To recognize
outstanding individual achievement | A cash award
that may not exceed 20% of base salary, except in unusual
circumstances | No discretionary
bonuses were awarded in fiscal 2013 to our NEOs |
| Short-Term Incentive (“STI”) | Reward for the achievement of higher profitability
through operating efficiencies and asset management during the fiscal
year | A target STI award is designed to provide median
annual cash compensation compared with our peer group when combined with
base salary and median overall compensation compared with our peer group
when combined with base salary, a target MTI award and a base-level LTI
award | Fiscal 2013 Summary Compensation Table under the
column “Non-Equity Incentive Plan Compensation” and Fiscal 2013 Grants of
Plan-Based Awards under the column “Estimated Future Payouts Under
Non-Equity Incentive Plan Awards” |
| Mid-Term
Incentive (“MTI”) | Reward for the
achievement of sustained profitable growth over a multi-year performance
period | Cash portion of
long-term compensation; A target MTI award is designed to provide median
compensation compared with our peer group in combination with base salary,
a target STI award, and a base-level LTI award | Fiscal 2013
Summary Compensation Table under the column “Non-Equity Incentive Plan
Compensation” and Fiscal 2013 Grants of Plan-Based Awards under the column
“Estimated Future Payouts Under Non-Equity Incentive Plan
Awards” |
| Long-Term Incentive (“LTI”) | Reward for the creation of stockholder value as
reflected by our stock price with linkage to revenue growth and
TSR | Equity-based portion of long-term compensation; A
base-level LTI award is designed to provide median compensation compared
with our peer group when combined with base salary and target STI and MTI
awards; Award is delivered through a combination of Performance Stock
Units (“PSUs”), Restricted Stock Units (“RSUs”), and stock options;
Ultimate value of award depends on our stock price and operating
performance | Fiscal 2013 Summary Compensation Table under the
columns “Stock Awards” and “Option Awards;” Fiscal 2013 Grants of
Plan-Based Awards under the columns referencing stock and option awards;
Outstanding Equity Awards at Fiscal 2013 Year-End; Fiscal 2013 Option
Exercises and Stock Vested; Fiscal 2013 Nonqualified Deferred Compensation
Table in the row “Deferred RSUs” |
| Perquisites | Provide our
executives with selected benefits commensurate with those provided to
executives at our peer group companies | Types of
compensation that personally benefit an employee, are not related to job
performance, and are available to a select group of employees | Fiscal 2013
Summary Compensation Table under the column “All Other
Compensation” |
| Retirement Benefits | Provide income upon retirement | Defined benefit pension plans plus a 401(k) plan
(John Deere Savings and Investment Plan (“SIP”)); Our matches to the SIP
are based on the applicable pension option (Traditional or Contemporary)
and Company performance | Fiscal 2013 Summary Compensation Table under the
columns “Change in Pension Value and Nonqualified Deferred Compensation
Earnings” and “All Other Compensation;” Fiscal 2013 Pension Benefits
Table |
| Deferred
Compensation Benefits | Allow executives
to defer compensation on a tax-efficient basis | Executives can
elect to defer base salary, STI, or MTI into the Voluntary Deferred
Compensation Plan; Executives participating in the Contemporary pension
option can defer employee contributions and receive matching employer
contributions under the Defined Contribution Restoration Plan; RSUs may
also be deferred | Accumulated
amounts deferred are reported in the Fiscal 2013 Nonqualified Deferred
Compensation Table; Above-market earnings on these amounts are reported in
the Fiscal 2013 Summary Compensation Table under the column “Change in
Pension Value and Nonqualified Deferred Compensation
Earnings” |

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| Component | Purpose | Characteristics | Where Reported
in Accompanying Tables |
| --- | --- | --- | --- |
| Potential Payments upon Change in
Control | Encourage executives to operate in the best
interests of stockholders both before and after a Change in Control
event | Contingent in nature; Most elements are payable only
if a NEO’s employment is terminated as specified under various
plans | Fiscal 2013 Potential Payments upon Change in
Control |
| Other Potential
Post- Employment Payments | Provide
potential payments under the scenarios of death, disability, retirement,
termination without cause or for cause, and voluntary separation | Contingent in
nature; Amounts are payable only if a NEO’s employment is terminated as
specified under the arrangements of various plans | Fiscal 2013
Potential Payments upon Termination of Employment Other than Following a
Change in Control |

Compensation Methodology and Process Independent Review and Approval of Executive Compensation The Compensation Committee (the “Committee”), all of the members of which are independent under current NYSE listing standards, is responsible for reviewing and approving corporate goals and objectives related to compensation for the majority of salaried employees. The Committee evaluates the NEOs’ performances in relation to established goals and ultimately approves the compensation for the NEOs (except for the CEO) after evaluating their total compensation. See the “Committees” section of this Proxy Statement for a detailed listing of Committee responsibilities and members.

The Committee does not delegate any substantive responsibilities related to the compensation of NEOs and exercises its independent judgment when approving executive compensation. No member of the Committee is a former or current officer of Deere or any of its subsidiaries.

The Committee periodically reviews compensation delivery to ensure its alignment with our business strategy, the Company’s performance, and the interests of our employees and stockholders. In addition, the Committee periodically reviews market practices for all elements of executive compensation and approves necessary adjustments to remain competitive.

The Corporate Governance Committee of the Board directs an annual evaluation process of the CEO. Generally, at the Board meeting in August of each year, the full Board (in executive session without the CEO present) evaluates the CEO’s performance. The Committee considers the Board’s evaluation when providing recommendations to the Board for the CEO’s compensation. The Committee’s recommendations for the CEO’s compensation are presented to and approved by the independent members of the Board. The CEO does not play a role in and is not present during discussions regarding his own compensation.

The CEO plays a significant role in setting the compensation for the other NEOs. The CEO presents an evaluation of each NEO’s individual performance. The CEO also provides recommendations

for changes to the NEOs’ base salaries and LTI awards. Since the STI and MTI awards are calculated using predetermined factors, the CEO does not provide recommendations for changes to the other NEOs’ STI and MTI awards. The Committee has the discretion to accept, reject, or modify the CEO’s recommendations. The other NEOs are not present during these discussions.

As part of its process for making compensation decisions, the Committee reviews the results of the Company’s most recent annual advisory “say-on-pay” vote. A substantial majority (approximately 92%) of our stockholders who voted on the “say-on-pay” proposal in our fiscal 2012 proxy statement approved our executive compensation as described in the CD&A and tabular and narrative disclosures. The Committee took account of this strong level of stockholder support in determining to apply the same effective principles and philosophy in structuring our executive compensation program for fiscal 2013.

The Role of the Compensation Committee’s Consultant The Committee has retained Pearl Meyer as its compensation consultant. Pearl Meyer reviewed our executive compensation program design and assessed our compensation approach relative to our performance and the market.

Pearl Meyer attends Committee meetings, reviews compensation data with the Committee, and participates in general discussions regarding executive compensation issues. While the Committee considers input from Pearl Meyer, ultimately the Committee’s decisions reflect many factors and considerations. Management works with Pearl Meyer at the Committee’s direction to develop materials and analysis essential to the Committee’s compensation evaluations and determinations. Such materials include competitive market assessments and summaries of current legal and regulatory developments.

Pearl Meyer periodically meets independently with the Chairman of the Committee to discuss compensation matters. In addition, Pearl Meyer regularly participates in executive sessions with the Committee (without any of the Company’s personnel or executives present) to discuss compensation matters. Pearl Meyer does not

25

provide other significant services to Deere and has no other direct or indirect business relationships with Deere or any of its affiliates. Taking these and other factors into account, the Committee has determined that the work performed by Pearl Meyer does not raise any conflicts of interest. Additionally, based on its analysis of the factors identified in the Committee’s charter as being relevant to compensation consultant independence, the Committee has concluded that Pearl Meyer is independent of the Company’s management.

Benchmarking To ensure that total compensation for NEOs aligns with the market, we benchmarked our compensation and performance against the companies in our peer group. The companies in the peer group that we used in our fiscal 2013 benchmarking process, listed in the chart below, are similar to Deere in sales volume, products, services, market capitalization, and/or global presence.

Company	Fiscal Year	Employees *	Revenues * — ($MM)	Market Value 10/31/2013 — ($MM)
3M Company	Dec 12	87,677	$ 29,904	$ 84,731
Alcoa
Inc.	Dec 12	61,000	$ 23,700	$ 9,915
Caterpillar Inc.	Dec 12	125,341	$ 65,875	$ 53,047
Cummins
Inc.	Dec 12	46,000	$ 17,352	$ 23,799
Eaton Corp. Plc	Dec 12	103,000	$ 16,311	$ 33,438
Emerson Electric
Co.	Sep 13	131,600	$ 24,669	$ 47,144
General Dynamics
Corporation	Dec 12	92,200	$ 31,682	$ 30,511
Honeywell
International Inc.	Dec 12	132,000	$ 37,665	$ 68,055
Illinois Tool Works
Inc.	Dec 12	60,000	$ 17,924	$ 35,288
Ingersoll-Rand
Plc	Dec 12	49,000	$ 14,035	$ 19,455
Johnson Controls, Inc.	Sep 13	170,000	$ 42,730	$ 31,613
Lockheed Martin
Corporation	Dec 12	120,000	$ 47,182	$ 42,710
Northrop Grumman
Corporation	Dec 12	68,100	$ 25,218	$ 23,866
PACCAR
Inc	Dec 12	21,800	$ 17,051	$ 19,688
Parker-Hannifin
Corporation	Jun 13	58,151	$ 13,016	$ 17,426
Raytheon
Company	Dec 12	67,800	$ 24,414	$ 26,315
Textron Inc.	Dec 12	33,000	$ 12,237	$ 8,094
United
Technologies Corporation	Dec 12	218,300	$ 57,708	$ 97,493
Whirlpool Corporation	Dec 12	68,000	$ 18,143	$ 11,461
Xerox
Corporation	Dec 12	147,600	$ 22,390	$ 12,237
75th
Percentile		125,341	$ 37,665	$ 42,710
Median		68,100	$ 24,414	$ 30,511
25th
Percentile		60,000	$ 17,352	$ 19,455
Deere &
Company	Oct 13	67,044	$ 37,795	$ 31,332
Source: Factset Research Systems, Inc.
*
Reflects employees and revenues for last reported fiscal
year

Compensation paid by our peer group is representative of the compensation we believe is required to attract, retain, and motivate executive talent. The Committee, in consultation with Pearl Meyer, periodically reviews the peer group list to confirm that it continues to be an appropriate benchmark for NEO compensation. During fiscal 2013, the Committee determined that, due to their significantly lower revenue levels, Ingersoll-Rand Plc, Parker-Hannifin Corp, and Textron Inc. should no longer be included as part of our peer group after fiscal 2013 for purposes of executive compensation benchmarking, while The Boeing Company and E.I. du Pont de Nemours and Company should be added to the group.

Total Direct Compensation Elements The following information describes each direct compensation element, including discussion of performance metrics where applicable.

Base Salary In determining salary levels for each of our NEOs, the Committee takes into consideration factors such as fulfillment of job responsibilities, the financial and operational performance of the activities directed by each NEO, experience, time in position, internal equity, and potential. The Committee also considers each NEO’s current salary as compared to the salary range and the median salary practices of our peer group.

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In fiscal 2013, after considering the aforementioned factors, the Board approved a base salary increase of 6% for the CEO and the Committee approved increases ranging from 2-15% for the other NEOs. The resulting salary levels align with the market median for similar positions except for Mr. Kalathur, whose base salary is below the market median due to his short time in the CFO position.

Short-Term Incentive (“STI”) The following factors are used to calculate the amount of the STI award paid to our NEOs:

–	Salary;
–	Target STI
rate as described below under “Approval of STI Rates;” and
–	Deere’s
actual Operating Return on Operating Assets (“OROA”) and Return on Equity
(“ROE”) performance as defined below under “Performance Metrics for
STI.”

The STI plan is periodically approved by our stockholders and was last approved at the annual meeting in February 2010. Individual STI awards cannot exceed the maximum as established in the plan.

Performance Metrics for STI There are two metrics used in the calculation of STI: one for the Equipment Operations (consisting of our worldwide Agriculture and Turf Operations and Construction and Forestry Operations) and one for our Financial Services segment.

OROA is the performance metric used by the Equipment Operations. Deere is primarily a manufacturing company with high investment in fixed assets, such as buildings and machinery, and significant expenses with longer term payoffs, such as research and development. OROA was selected as the STI performance metric because the Committee believes it effectively measures the efficient use of the Equipment Operations’ assets.

Targeted OROA performance for each Equipment Operations business segment varies based on the segment’s sales volume. The actual sales volume is measured in relationship to mid-volume sales. Mid-volume sales is determined at the beginning of the fiscal year using historical sales volumes, industry growth rates, and market share data, among other considerations, and represents the midpoint of a business cycle.

The preceding graph represents how Deere’s operating leverage functions in a given business. For Deere, operating leverage means:

| – | When sales volumes and
capacity utilization are low compared to mid-volume, it is more difficult
to cover fixed costs and achieve high asset turnover; therefore, OROA
performance goals are lower; and |
| --- | --- |
| – | When sales volumes and
capacity utilization are high compared to mid-volume, it is easier to
cover fixed costs and achieve high asset turnover; therefore, OROA
performance goals are higher. |

By adjusting OROA performance goals as sales volumes change, Deere believes the level of difficulty in attaining targeted performance will be comparable for a range of sales volumes and capacity utilization levels. Using OROA aligns employee decisions with our strategic approach to sound investment of capital and asset utilization. This model encourages our management team to make necessary structural changes, such as those related to capacity, margin enhancements, and asset turnover for a given volume level.

At the beginning of fiscal 2013, the Committee approved the following OROA goals at different sales volume levels for the Equipment Operations:

| Fiscal 2013 OROA
Goals — OROA Goals at Low Volume | 4% | 8% | 12% |
| --- | --- | --- | --- |
| OROA Goals at
Mid-Volume | 8% | 12% | 20% |
| OROA Goals at High Volume | 12% | 20% | 28% |

These OROA goals have not changed since fiscal 2007. Minimum, target, and maximum OROA goals are interpolated for sales volumes between low and mid-volume and between mid-volume and high volume.

ROE is the performance metric for Financial Services. Financial Services experiences different cash flow risk characteristics and operates with significantly different debt-to-equity leverage than the Equipment Operations. ROE goals for Financial Services are adjusted for the actual mix of business subsidized by the Equipment Operations as well as for the business that is not subsidized. ROE goals are higher for non-subsidized business. The Committee approved the following ROE goals at the beginning of fiscal 2013:

Subsidized Business	10%	10%	10%
Non-Subsidized
Business	10%	13%	16%

These ROE goals have not changed since fiscal 2011. See Appendix B, “Deere & Company Reconciliation of Non-GAAP Measures,” for additional information regarding the calculation of OROA and ROE for fiscal 2013.

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PART E

For fiscal 2013, the various business results were weighted to calculate STI as follows (which weighting has not changed since fiscal 2011):

| Equipment
Operations OROA | 50 |
| --- | --- |
| Agriculture and
Turf Operations OROA | 25 % |
| Construction and
Forestry Operations OROA | 15 % |
| Financial
Services ROE | 10 % |

Approval of STI Rates At the beginning of the fiscal year, after review and consideration of Deere’s peer group data for target cash bonuses, the Committee approves target STI rates as a percentage of the NEO’s base salary. A target STI award is designed to provide median annual cash compensation compared with our peer group when combined with base salary and median overall compensation compared with our

peer group when combined with base salary, a target MTI award and a base-level LTI award. In December 2012, the Committee approved STI rates for fiscal 2013 as follows:

Target STI Rates:
CEO	125 %
Other NEOs	85 %

Fiscal 2013 Performance Results for STI The chart below details:

| – | the goals that
were necessary to achieve STI payout based on the sales volumes (OROA) and
the actual mix of subsidized and non-subsidized business (ROE) using the
performance metrics approved by the Committee; and |
| --- | --- |
| – | the actual OROA
and ROE performance results calculated in accordance with the STI
plan. |

| Fiscal 2013 Performance
Results for STI | Goal to Achieve Payout | Fiscal 2013 Performance
Results | Performance as % of Target | Fiscal 2013
Award Weighting | |
| --- | --- | --- | --- | --- | --- |
| Equipment Operations OROA | 22.0% for maximum | 31.8% | 200% | 50% | 100 % |
| Agriculture and
Turf Operations OROA | 24.4% for maximum | 38.3% | 200% | 25% | 50 % |
| Construction and Forestry Operations OROA | 13.2% for maximum | 10.2% | 134% | 15% | 20 % |
| Financial
Services ROE | 12.1% for maximum | 13.9% | 200% | 10% | 20 % |
| Actual Performance as % of Target
190% | | | | | |

To further explain this chart and the fiscal 2013 OROA goals, actual sales volumes for the combined Equipment Operations were above mid-volume levels for fiscal 2013. Therefore, the combined Equipment Operations needed to achieve 22% OROA to earn maximum payout. Since an OROA of 31.8% was achieved, a maximum payout for that component of STI was earned.

The amount of the STI award paid to a NEO is calculated as follows:

Base salary for the fiscal year x Target STI rate x Actual performance as a percent of target (up to a maximum of 200%) = STI award amount

STI awards paid to NEOs are detailed in the Fiscal 2013 Summary Compensation Table under footnote (4). The Committee did not exercise its authority to decrease or eliminate the STI award for fiscal 2013.

The STI plan and the results for fiscal 2013 described above are also used to determine the STI award paid to most salaried employees worldwide. For fiscal 2013, STI awards paid to the NEOs represented about 1% of the total amount of STI awards paid to all eligible employees.

Long-Term Compensation Long-term compensation includes a combination of MTI and LTI. MTI is paid in cash and is considered part of long-term compensation because multiple fiscal years are included in the performance period. For fiscal 2013, the LTI award consisted of RSUs, PSUs, and stock options.

Mid-Term Incentive (“MTI”) The following factors are used to calculate the amount of the MTI award paid to our NEOs:

| – | Median of actual
salaries for the salary grade; |
| --- | --- |
| – | Target MTI rate
as described below under “Approval of MTI Rates;” and |
| – | Shareholder
Value Added (“SVA”) results as defined below under “Performance Metrics
for MTI.” |

The MTI plan is periodically approved by our stockholders and was last approved at the annual meeting in February 2013. Individual MTI awards cannot exceed the maximum as established in the plan.

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Performance Metrics for MTI In 2003, the Committee established SVA as the MTI performance metric. SVA measures Deere’s success in delivering sustained growth in economic profitability. SVA was selected as the MTI performance metric because the Committee believes that Deere should: (a) earn, at a minimum, its weighted average cost of capital each year; (b) ensure that investments in capital and research and development earn their cost of capital; and (c) ensure that acquisitions do not dissipate stockholder value. We believe that sustained growth can be accomplished through a combination of revenue growth and high returns on invested capital. Since MTI is based on enterprise-wide SVA, MTI encourages teamwork across

all units of our business. See Appendix B, “Deere & Company Reconciliation of Non-GAAP Measures,” for an explanation regarding the calculation of SVA.

The Committee has approved multi-year performance periods to emphasize and reward consistent, sustained operating performance. The Committee has conducted annual reviews of the target and maximum SVA goals since fiscal 2006. The maximum SVA goal matches enterprise SVA goals set by the business for each year in the performance period. The target SVA is set at half of the maximum SVA goal. The chart below details the target and maximum SVA goals for each of the performance periods that include fiscal 2013.

| | Fiscal
2011 | Fiscal
2012 | Fiscal
2013 |
| --- | --- | --- | --- |
| | through | through | through |
| SVA Goals for
MTI | Fiscal
2013 | Fiscal
2014 | Fiscal
2015 |
| SVA Goal for Target
Payout | $2.465 billion | $2.5 billion | $2.755 billion |
| SVA Goal for Maximum Payout | $4.93 billion | $5 billion | $5.51 billion |
| Payable in | Dec 2013 | Dec 2014 | Dec 2015 |
| Approved by Committee | Nov 2010 | Dec 2011 | Dec 2012 |

Inherent in the MTI plan is a lagging, multi-year impact of SVA. Whether positive or negative, SVA results for a given year become part of the MTI award calculation for that year and subsequent years. Negative SVA in a given year is part of the calculation for that year and subsequent years and can offset positive SVA earned in a prior or future year. Thus, MTI plan payouts in a strong-performance year, following a number of weak-performance years, will be lower than the financial results that the strong-performance year alone would justify. The opposite is also true: MTI plan payouts made in a weak-performance year, following several strong-performance years, will be higher than the financial results that the weak-performance year alone would justify.

Beginning with the performance period ended in fiscal 2013, the Committee changed the length of a MTI performance period from four to three years. The Committee believes a three-year performance period lessens the impact of the lag effect described in the previous paragraph and better matches the timing of SVA accumulation with MTI payout.

Approval of MTI Rates After review and consideration of compensation data for our peer group, the Committee approves target MTI rates as a percentage of the median salary of the NEO’s salary grade. A target MTI award is designed to provide median compensation compared with our peer group in combination with base salary, a target STI award, and a base-level LTI award. In November 2010, the Committee approved the following target MTI rates for the performance period ended October 31, 2013. When maximum SVA goals are met or exceeded, 200% of target rates are paid.

Target MTI Rates*:
CEO	121 %
Other NEOs	93 %

• A minimum MTI award ($1,100 for the CEO and $400 for the other NEOs) will not be paid unless accumulated SVA exceeds $1 million for the performance period.

Fiscal 2013 Performance Results for MTI Deere’s accumulated SVA, calculated in accordance with the MTI performance metrics as described in Appendix B, is reported in the following table for the three-year performance period ended October 31, 2013:

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For the three-year performance period ended October 31, 2013, the accumulated SVA exceeded the maximum payout goal of $4.93 billion, resulting in a maximum MTI award. MTI awards paid to NEOs are detailed in the Fiscal 2013 Summary Compensation Table under footnote (4). The Committee did not exercise its authority to decrease or eliminate the MTI award for fiscal 2013. For fiscal 2013, MTI awards paid to the NEOs were equal to approximately 4% of the MTI payout to all eligible employees.

In the ten years preceding the implementation of MTI, fiscal years 1994 through 2003, accumulated SVA, as reported, was negative $1.4 billion as compared to accumulated positive SVA of $16.3 billion in the ten years since 2003. The Committee believes that Deere’s adoption of the SVA model is an important factor driving the Company’s performance.

Long-Term Incentive (“LTI”) The purpose of LTI is to reward the NEOs for the creation of sustained stockholder value, encourage ownership of Deere stock, foster teamwork, and retain and motivate high-caliber executives while aligning their interests with those of our stockholders. Historically, LTI awards consisted of annual grants of restricted stock or RSUs, along with market-priced stock options under the John Deere Omnibus Equity and Incentive Plan (“Omnibus Plan”). In fiscal 2011, the Committee introduced PSUs as an element of the annual award mix in order to strengthen the incentive features of LTI awards and create stronger alignment between ultimate payouts and Company performance. The Omnibus Plan is periodically approved by our stockholders and was last approved at the annual meeting in February 2010.

The Committee established LTI grants to the NEOs based on the following criteria: level of responsibility, individual performance, current market practice, peer group data, and the number of shares available under the Omnibus Plan. Awards granted in previous years are not a factor in determining the current year’s award. Potential accumulated wealth is not viewed as relevant in arriving at the current year’s LTI award. The following table summarizes the mix, performance measurements, and general terms for each form of equity awarded to the NEOs for fiscal year 2013:

| Fiscal Year 2013 LTI
Award Overview for NEOs | PSUs | RSUs | Stock Options |
| --- | --- | --- | --- |
| LTI Mix | 40% | 25% | 35% |
| Performance Measurements | 50% revenue growth* and 50% TSR
relative to the S&P Industrial Sector over a three-year performance
period | Stock price
appreciation | Stock price
appreciation |
| Vesting Period | Cliff vest on the third anniversary of
the grant date | Cliff vest on the third anniversary of
the grant date | Vest in approximately equal
installments over three years |
| Restrictions/ Expiration | Converted to Deere common stock
upon vesting | Converted to Deere common stock
upon vesting | Expire ten years from the grant
date |

• Based on the Company’s compound annual growth rate

Approval of LTI Award Values At the beginning of the fiscal year, after review and consideration of peer group data on target long-term incentives, the Committee approves a dollar value for a base-level LTI award and the mix of awards (options, RSUs, and PSUs) to be delivered. A base-level LTI award is designed to provide median compensation compared with our peer group when combined with base salary and target STI and MTI awards. The Committee determines LTI awards at the first Committee meeting at the beginning of the fiscal year. The Committee has the discretion to increase or decrease the base-level award to distinguish an individual’s level of performance, to deliver a particular LTI value, or to reflect other adjustments as the Committee deems necessary. For fiscal 2013, adjustments to base-level award values ranging up to 15% were approved in recognition of the individual performance of the NEOs. Following these adjustments, awards were approved for the NEOs as follows:

| Adjusted Award
Values*: | |
| --- | --- |
| Samuel R.
Allen | $ 8,740,000 |
| Rajesh Kalathur | $ 1,633,000 |
| James M.
Field | $ 1,562,000 |
| Jean H. Gilles | $ 1,633,000 |
| Michael J. Mack,
Jr | $ 1,491,000 |

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• Amounts differ from the value of equity awards shown in the Fiscal Year 2013 Summary Compensation Table and Grants of Plan-Based Awards table because those tables reflect the probable outcome of the performance metrics for PSUs. The amounts shown here include PSUs valued at the grant price on the date of grant, reflecting the value the Committee considered when granting the LTI awards for fiscal 2013.

See the Fiscal 2013 Grants of Plan-Based Awards table and footnotes for more information on LTI awards delivered as well as the terms of the awards.

For fiscal 2013, the number of RSUs and PSUs granted to the NEOs represented 48% of all RSUs and PSUs, respectively, granted to eligible salaried employees. The number of stock options granted to the NEOs represented 9% of all stock options granted to eligible salaried employees in fiscal 2013. These proportions are consistent with our philosophy that as NEOs assume greater responsibility, a larger portion of their incentive compensation should be focused on long-term awards.

PSUs Granted in Fiscal Year 2013 For PSUs granted in fiscal 2013, the actual number of shares to be issued upon conversion of the PSUs will be based on Deere’s revenue growth and TSR for the three-year performance period ending in 2015. The Company’s performance will be measured relative to the companies in the S&P Industrial Sector as of the end of the performance period.

| Performance Targets (Performance
Period Ending in 2015) — Revenue Growth Payout
% | + | TSR Payout % | Final |
| --- | --- | --- | --- |
| × PSUs
Awarded | × | PSUs Awarded | Award |

The number of PSUs that vest and convert to shares can range from 0% to 200% of the number of PSUs awarded depending on the Company’s relative performance during the performance period as illustrated in the following table:

	% of Target Shares
Deere’s Revenue Growth or
TSR	Earned
Relative to the S&P Industrial Sector	(Payout %) *
Below 25th
percentile	0%
At 25th percentile	25%
At 50th
percentile	100%
At or above 75th
percentile	200%

• Interim points are interpolated

2011-2013 PSU Program (Payable in Fiscal 2014) The performance period for PSUs granted in fiscal year 2011 ended on October 31, 2013. The final number of shares earned was based on Deere’s revenue growth and TSR relative to the S&P Industrial Sector over the three-year performance period. The final payout determination was made by the Committee in December 2013 following a review of the relative performances of the Company and the S&P Industrial Sector. Revenue growth and TSR were comparable to the 79th and 4th percentiles, respectively, of the S&P Industrial Sector. This resulted in an overall payout of 100% of target.

	Performance
	Results for
	Performance
	Period Relative	% of Target
	to S&P Industrial	Shares	Award	Weighted
Metric	Sector	Earned	Weighting	Payout
%
Revenue Growth	79th percentile	200%	50%	100%
TSR	4th percentile	0%	50%	0%
Final Payout as % of
Target				100%

The number of units that are or would be payable based on actual achievement relative to the S&P Industrial Sector and year-end values for PSUs granted in fiscal years 2011 through 2013 are included in the Outstanding Equity Awards at Fiscal 2013 Year-End table.

LTI Grant Practices For more than 20 years, the Committee has authorized the annual LTI awards for all eligible employees on a single date each year. The grant date is seven calendar days after the first Board meeting of the fiscal year. This timing allows for stock price stabilization after the release of year-end financial results and Board meeting announcements. The grant price for LTI awards is the average of the high and low common stock price on the grant date as reported on the NYSE. This grant price is also used to determine the number of PSUs, RSUs, and stock options to be awarded.

Stock Ownership Requirements Stock ownership requirements apply to NEOs to ensure the retention of stock acquired through our equity incentive plan. The required levels of ownership are five times base salary for the CEO and 3.5 times base salary for the other NEOs, to be achieved within five years of the date the NEO is first appointed as CEO or as an executive officer, as applicable. Only vested RSUs and any common stock held personally by the NEOs are included in determining whether the applicable ownership requirement is achieved. Once the appropriate ownership level is achieved by the NEO, the number of shares held at that time becomes the fixed stock ownership requirement for the NEO for three years, even if base salary

31

increases or stock price decreases. Other than Mr. Kalathur, who was first appointed Senior Vice President and Chief Financial Officer on September 1, 2012, each NEO has achieved stockholdings in excess of the applicable multiple as of the date of this Proxy Statement.

Our Insider Trading Policy precludes all directors and employees, including our NEOs, and their related persons from engaging in short sales of the Company’s stock or trading in instruments designed to hedge against price declines by the Company’s stock. Our Insider Trading Policy also prohibits our directors and officers (including NEOs) from holding Company stock in margin accounts or pledging Company stock as collateral for loans or other obligations.

Summary of Total Direct Compensation The Committee believes each pay element included in Total Direct Compensation is consistent with our compensation philosophy. The Committee reviews Total Direct Compensation in the aggregate for the NEOs (excluding the CEO) as well as for each NEO individually and compares this compensation to the market position data of our peer group. This market position data takes into account the level of responsibility (including the level of sales volume) for each NEO’s respective operations. We have a practice of rotating individuals among the executive officer positions. As described above, a primary part of our strategy is aligned high-performance teamwork. A substantial portion of the evaluation of individual performance is a careful analysis of each NEO’s collaboration and contribution to the success of a high-performing team. Thus, while the market data for each position is a factor in reviewing Total Direct Compensation, the Committee also considers individual fulfillment of duties, teamwork, development, time in position, experience, and internal equity among NEOs (other than the CEO). The Committee recognizes individual performance through adjustments to base salary and LTI.

Total Direct Compensation for the CEO is higher than other NEOs due to the CEO’s breadth of executive and operating responsibilities for the entire global enterprise. The Committee does not target CEO compensation as a certain multiple of the compensation of the other NEOs. The relationship between the CEO’s compensation and that of the other NEOs is influenced by our organizational structure, which does not include a chief operating officer. For Mr. Allen, Total Direct Compensation as compared to the other NEOs’ Total Direct Compensation is generally comparable to that of our peer group.

Limitations on Deductibility of Compensation Section 162(m) of the IRC generally limits to $1 million the U.S. federal income tax deductibility of compensation paid in one year to any individual employee. Performance-based compensation

is not subject to the limits on deductibility of Section 162(m), provided such compensation meets certain requirements, including stockholder approval of material terms of compensation. The Committee strives to provide NEOs with compensation programs that will preserve the tax deductibility of compensation paid by Deere, to the extent reasonably practicable and consistent with Deere’s other compensation objectives. The Committee believes, however, that stockholder interests are best served by not restricting the Committee’s discretion and flexibility in structuring compensation programs, even though such programs may result in certain non-deductible compensation expenses.

Recoupment of Previously Paid Incentive Compensation In November 2007, the Committee adopted the Executive Incentive Compensation Recoupment Policy (“Recoupment Policy”). The Recoupment Policy authorizes the Committee to determine whether to require recoupment of incentive compensation paid to or deferred by certain executives (including the NEOs) if certain conditions are met. The Committee may require recoupment if the executive engaged in misconduct that:

| – | contributed to
the need for a restatement of all or a portion of Deere’s financial
statements filed with the SEC; or |
| --- | --- |
| – | contributed to
inaccurate operating metrics being used to calculate incentive
compensation; |

and, in either case, the Committee determines that the executive’s incentive compensation would have been less if the misconduct had not occurred.

Total Indirect Compensation Elements The following sections describe each Total Indirect Compensation element:

Perquisites We offer our NEOs various perquisites that the Committee believes are reasonable in order to remain competitive. These perquisites constitute a small percentage of the NEOs’ total compensation. The Committee conducts an annual review of the perquisites offered to the NEOs. For more information on the perquisites provided and to whom they apply, see footnote (6) to the Fiscal 2013 Summary Compensation Table. In addition to the items listed in the aforementioned footnote, NEOs, as well as other selected employees, are also provided indoor parking and access to Deere-sponsored skyboxes at local venues for personal use when not occupied for business purposes, both at no incremental cost to the Company. All security services provided by the Company are reimbursed by the NEOs.

In August 2006, the Board voted to require the CEO to use the Company’s aircraft for all business and personal travel, believing that the ability to travel safely and efficiently provides substantial

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benefits that justify the cost. Deere’s geographic location in the Midwest, outside of a major metropolitan area, makes personal and business travel challenging. Traveling by company aircraft for business and personal reasons allows the CEO to conduct business confidentially while in transit. Since the CEO travels extensively, inefficient travel is costly to the Company. Personal use of company aircraft by other NEOs is minimal. Any personal travel on Deere aircraft by the other NEOs, individually or accompanied by their family members, must be approved by the CEO. The Committee has limited the CEO’s annual personal usage of company aircraft to approximately 100 hours.

Retirement Benefits Each of our NEOs is currently covered by the same defined benefit pension plans, which include the same plan terms, as most qualifying U.S. salaried employees. We also maintain two additional defined benefit pension plans in which NEOs may participate, the Senior Supplementary Pension Benefit Plan (the “Supplementary Plan”) and the John Deere Supplemental Benefit Plan (the “Supplemental Plan”).

The defined benefit pension plans have compensation limits imposed by the IRC. The Supplementary Plan provides participants with the same benefit they would have received without the limits. This avoids the relative disadvantage that participants would experience compared to other qualified plan participants. The Supplemental Plan is designed to reward career service at Deere above a specified grade level by utilizing a formula that takes into account only years of service above that grade level. We believe that the defined benefit plans serve as important retention tools, provide a level of competitive income upon retirement, and reward long-term employment and service as an officer of Deere. For additional information, see the Fiscal 2013 Pension Benefits Table, along with the accompanying narrative and footnotes.

We also maintain a tax-qualified defined contribution plan, the John Deere Savings and Investment Plan (“SIP”), which is available to the majority of U.S. employees, including the NEOs. We make matching contributions on up to six percent of an employee’s pay to participant SIP accounts. The STI results for the previous fiscal year (see the “Performance Metrics for STI” section above) are used to determine the level of actual Company match for the following calendar year. The level of Company match also depends on an employee’s participation in the Traditional Option versus the Contemporary Option, as explained in the narrative preceding the Fiscal 2013 Pension Benefits Table. The following table illustrates the Company’s match for calendar 2013, which is reported for our NEOs under the “All Other Compensation” column of the Fiscal 2013 Summary Compensation Table:

| Traditional
Option match on 1-6% of eligible earnings | 100 |
| --- | --- |
| Contemporary Option match on
first 2% of eligible earnings | 300 % |
| Contemporary
Option match on next 4% of eligible earnings | 100 % |

Deferred Compensation Benefits We also maintain certain deferred compensation plans that provide the NEOs with longer-term savings opportunities on a tax-efficient basis. All deferred compensation benefits are designed to attract, retain, and motivate employees. Such deferred compensation benefits are commonly offered by companies with whom we compete for talent. See the “Nonqualified Deferred Compensation” section below for additional details.

Potential Payments upon Change in Control and Other Potential Post-Employment Payments Potential Payments upon Change in Control In August 2009, the Committee approved a Change in Control Severance Program (the “CIC Program”) to replace the change in control agreements in place since 2000. The CIC Program covers certain executive officers, including each of the NEOs, and is intended to facilitate continuity of management in the event of a change in control. The Committee believes that the CIC Program serves the following purposes:

| – | Encourages
executives to act in the best interests of stockholders in evaluating
transactions that, without a change in control arrangement, could be
personally detrimental; |
| --- | --- |
| – | Keeps executives
focused on running the business in the face of real or rumored
transactions; |
| – | Protects Deere’s
value by retaining key talent in the face of corporate
changes; |
| – | Protects Deere’s
value after a change in control by including restrictive covenants (such
as non-compete provisions) and a general release of claims in favor of
Deere; and |
| – | Assists in the
attraction and retention of executives as a competitive
practice. |

For more information, see “Fiscal 2013 Potential Payments upon Change in Control” and the corresponding tables.

Other Potential Post Employment Payments The Company’s various plans and policies provide payments to NEOs upon certain types of employment terminations that are not related to a change in control. These events and amounts are explained in the section below entitled “Fiscal 2013 Potential Payments upon Termination of Employment Other than Following a Change in Control.”

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Compensation Committee Report

Risk Assessment of Compensation Policies and Practices During fiscal 2013, management conducted a comprehensive risk assessment of the Company’s compensation policies and practices. The risk assessment process included the following:

(1) Assembled a Compensation Risk Assessment Team (“Management Team”) comprised of management personnel representing relevant areas of oversight;

(2) Completed an inventory of the Company’s compensation programs globally for both executive and non-executive employees; and

(3) Established a detailed risk assessment questionnaire and applied it to the compensation programs which, due to their size, potential payout, and/or structure, could potentially have a material adverse effect on the Company.

The inquiries in the risk assessment questionnaire focused on the following issues: (a) pay-for-performance comparison against the Company’s peer group; (b) balance of compensation components; (c) program design and pay leverage; (d) program governance; and (e) mitigating factors that offset program risks.

After review, the Management Team concluded that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Committee, along with its independent compensation consultant, Pearl Meyer, reviewed the risk assessment and concurred with the Management Team’s conclusion. Specifically, the Committee believes the following key factors support the Management Team’s conclusion: (i) the performance metrics for determining STI (OROA and ROE) and MTI (SVA) are based on worldwide, publicly reported metrics with only minor adjustments and, therefore, are not easily susceptible to manipulation; (ii) the metrics for STI are capped at a maximum level of OROA and ROE performance, thereby reducing the risk that the executives might be motivated to attain excessively high “stretch” goals in order to maximize short-term payouts; and (iii) the metrics for MTI are capped at a maximum level of SVA performance, thereby reducing the risk that the executives might be motivated to attain excessively high “stretch” goals in order to maximize mid-term payouts. In addition, Deere maintains stock ownership requirements that are designed to incentivize our NEOs to focus on the Company’s long-term, sustainable growth. Finally, Deere has a Recoupment Policy (described above) designed to prevent misconduct relating to financial reporting.

The Compensation Committee of the Board of Directors has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed it with Deere’s management. Based on the Compensation Committee’s review and discussions with management, the Compensation Committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in Deere’s Proxy Statement.

Vance D. Coffman, Chair Crandall C. Bowles Clayton M. Jones Richard B. Myers

34

Executive Compensation Tables

In this section, we provide tabular and narrative information regarding the compensation of our CEO, CFO, and the next three most highly compensated executive officers for the fiscal year ended October 31, 2013. Because fiscal 2012 was the first year

Messrs. Kalathur and Gilles met the criteria for inclusion in this section, only data for fiscal years 2012 and 2013 is included for these executives.

Fiscal 2013 Summary Compensation Table
						Change in
						Pension
Value
						and
Nonqualified
					Non-Equity	Deferred
					Incentive
Plan	Compensation	All
Other
	Fiscal	Salary	Stock
Awards	Option
Awards	Compensation	Earnings	Compensation
Name & Position	Year	(1)	(2)	(3)	(4)	(5)	(6)	Total
Samuel R.
Allen	2013	$ 1,435,644	$ 6,241,025	$ 3,058,773	$ 6,705,518	$ 1,187,345	$ 520,067	$ 19,148,372
Chairman
and	2012	$ 1,352,400	$ 6,022,556	$ 3,059,041	$ 6,274,944	$ 1,884,030	$ 438,972	$ 19,031,943
Chief Executive
Officer	2011	$ 1,255,000	$ 6,100,913	$ 2,925,996	$ 6,041,500	$ 2,233,075	$ 245,880	$ 18,802,364
Rajesh Kalathur	2013	$ 465,552	$ 1,165,925	$ 571,490	$ 1,718,594	$ 9,042	$ 330,621	$ 4,261,224
Senior Vice President and	2012	$ 347,565	$ —	$ 179,990	$ 485,945	$ 94,507	$ 156,421	$ 1,264,428
Chief Financial Officer
James M.
Field	2013	$ 620,543	$ 1,115,269	$ 546,644	$ 1,969,106	$ 28,674	$ 159,379	$ 4,439,615
President,
Agricultural	2012	$ 586,306	$ 1,125,239	$ 571,551	$ 2,002,226	$ 348,084	$ 145,988	$ 4,779,394
Equipment
Operations	2011	$ 561,275	$ 1,160,461	$ 556,629	$ 1,942,332	$ 289,164	$ 114,210	$ 4,624,071
Jean H. Gilles	2013	$ 561,341	$ 1,165,925	$ 571,490	$ 1,873,417	$ 3,192	$ 152,991	$ 4,352,673
Senior Vice President	2012	$ 520,517	$ 1,027,253	$ 521,849	$ 1,895,523	$ 688,350	$ 134,138	$ 4,787,630
JDPS/Adv Tech & Eng
Michael J. Mack,
Jr.	2013	$ 637,536	$ 1,064,500	$ 521,799	$ 1,996,571	$ 85,717	$ 171,229	$ 4,477,352
President, WW
Construction	2012	$ 624,532	$ 1,027,253	$ 521,849	$ 2,064,224	$ 621,689	$ 158,140	$ 5,017,687
& Forestry
Operations	2011	$ 606,336	$ 1,139,830	$ 546,692	$ 2,018,935	$ 588,742	$ 108,907	$ 5,009,442

(1) Includes amounts deferred by the NEO under the John Deere Voluntary Deferred Compensation Plan. Salary amounts deferred in fiscal 2013 are included in the first column of the Fiscal 2013 Nonqualified Deferred Compensation Table corresponding with “Deferred Plan.”

(2) Represents the aggregate grant date fair value of PSUs and RSUs computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. The values in this column exclude the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 24, “Stock Option and Restricted Stock Awards,” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended October 31, 2013. For PSUs, the value at the grant date is based upon the probable outcome of the performance metrics over the three-year performance period. If the highest level of payout was achieved, the value of the award as of the grant date for PSUs would be as follows: $8,112,000 (Allen); $1,515,400 (Kalathur); $1,449,700 (Field); $1,515,400 (Gilles); and $1,383,500 (Mack). RSUs granted in fiscal year 2013 will vest three years after the grant date, at which time they may be settled in Deere common stock. RSUs granted in fiscal years 2011 and 2012 must be held until five years after the grant

date. Refer to the Fiscal 2013 Grants of Plan-Based Awards table and footnote (7) thereto for a detailed description of the grant date fair value of stock awards.

(3) Represents the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. The assumptions made in valuing option awards reported in this column and a more detailed discussion of the binomial lattice option pricing model are described in Note 24, “Stock Option and Restricted Stock Awards,” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended October 31, 2013. Refer to the Fiscal 2013 Grants of Plan-Based Awards table and footnote (7) thereto for a detailed description of the grant date fair value of option awards.

(4) Non-equity incentive plan compensation includes cash awards under the STI and MTI plans. Cash awards earned under the STI and MTI plans for the performance period ended in fiscal 2013 were paid to NEOs on December 15, 2013 unless deferred under the Voluntary Deferred Compensation Plan. Deferred STI and MTI amounts are included in the first column of the Fiscal 2013 Nonqualified Deferred Compensation Table corresponding with “Deferred Plan.”

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PART F

The following table shows the awards earned under the STI and MTI plans:

		STI (a)			MTI (b)
				Target
	Target	Actual		Award as %	Actual		Total Non-Equity
	Award as %	Performance	Award	of Median	Performance	Award	Incentive Plan
Name	of Salary	as % of Target	Amount	Salary	as % of Target	Amount	Compensation
Samuel R. Allen	125 %	190%	$ 3,412,382	121 %	200%	$ 3,293,136	$6,705,518
Rajesh Kalathur	85 %	190%	$ 752,472	93 %	200%	$ 966,122	$1,718,594
James M. Field	85 %	190%	$ 1,002,984	93 %	200%	$ 966,122	$1,969,106
Jean H. Gilles	85 %	190%	$ 907,295	93 %	200%	$ 966,122	$1,873,417
Michael J. Mack, Jr.	85 %	190%	$ 1,030,449	93 %	200%	$ 966,122	$1,996,571

(a) Based on actual performance, as discussed in the CD&A under “Fiscal 2013 Performance Results for STI,” the NEOs earned an STI award equal to 190% of the target opportunity.

(b) Based on actual performance, as discussed in the CD&A under “Fiscal 2013 Performance Results for MTI,” the NEOs earned an MTI award equal to 200% of the target opportunity.

(5) The following table shows the change in pension value and above-market earnings on nonqualified deferred compensation during fiscal 2013:

| Name | Change in — Pension Value
(a) | Compensation Earnings
(b) | | Total |
| --- | --- | --- | --- | --- |
| Samuel R.
Allen | $ 1,120,099 | | $ 67,246 | $ 1,187,345 |
| Rajesh Kalathur | $ 5,617 | | $ 3,425 | $ 9,042 |
| James M.
Field | $ 6,205 | | $ 22,469 | $ 28,674 |
| Jean H. Gilles | $ (24,317 | ) | $ 27,509 | $ 3,192 |
| Michael J. Mack,
Jr. | $ 40,691 | | $ 45,026 | $ 85,717 |

(a) Represents the change in the actuarial present value of each NEO’s accumulated benefit under all defined benefit plans from October 31, 2012 to October 31, 2013. The pension value calculations include the same assumptions as used in the pension plan valuations for financial reporting purposes. For more information on the assumptions, see footnote (4) under the Fiscal 2013 Pension Benefits Table.

(b) Represents above-market earnings on compensation that is deferred by the NEOs under our nonqualified deferred compensation plans. Above-market earnings represent the difference between the interest rate used to calculate earnings under the applicable plan and 120% of the applicable federal long-term rate prescribed by the IRC. See the Fiscal 2013 Nonqualified Deferred Compensation Table for additional information.

(6) The following table provides details about each component of the “All Other Compensation” column in the Fiscal 2013 Summary Compensation Table:

							Company
	Personal						Contributions
	Use of						to Defined
	Company	Financial	Relocation/Int’l	Medical	Misc		Contribution	Total All
	Aircraft	Planning	Assignment	Exams	Perquisites	Tax Gross Ups	Plans	Other
Name	(a)	(b)	(c)	(d)	(e)	(f)	(g)	Compensation
Samuel R.
Allen	$ 47,118	$ —	$ —	$ 5,510	$ 1,300	$ —	$ 466,139	$ 520,067
Rajesh Kalathur	$ —	$ —	$ 9,181	$ 3,837	$ 372	$ 233,151	$ 84,080	$ 330,621
James M.
Field	$ —	$ 1,860	$ —	$ —	$ 372	$ —	$ 157,147	$ 159,379
Jean H. Gilles	$ —	$ 8,666	$ —	$ 3,396	$ 372	$ —	$ 140,557	$ 152,991
Michael J. Mack,
Jr.	$ —	$ —	$ —	$ —	$ 6,183	$ —	$ 165,046	$ 171,229

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(a) Per Internal Revenue Service (“IRS”) regulations, the NEOs recognize imputed income on the personal use of Deere’s aircraft at rates established by the IRS. For SEC disclosure purposes, the cost of personal use of Deere’s aircraft is calculated based on the incremental cost to Deere. To determine the incremental cost, Deere calculates the variable costs for fuel on a per mile basis, plus any direct trip expenses such as on-board catering, landing/ramp fees, and crew expenses. Fixed costs that do not change based on usage, such as pilot salaries, depreciation of aircraft, and maintenance costs, are excluded. Mr. Allen’s personal usage of Company aircraft in fiscal 2013 amounted to approximately 28 hours of travel, which represents less than 1% of the total hours flown by Company aircraft.

(b) This column contains amounts Deere paid for financial planning assistance on behalf of the NEOs. The CEO may annually receive up to $15,000 of assistance and the other NEOs may receive up to $10,000 annually.

(c) This column contains amounts reimbursed for relocation and in connection with international assignments.

(d) This column contains the amounts Deere paid for annual medical exams for NEOs.

(e) Miscellaneous perquisites include spousal attendance at company events.

(f) Tax gross ups are provided when expenses are incurred for business purposes, but applicable tax rules result in imputed income to the employee. We have eliminated tax gross ups for spousal travel. Tax gross ups are provided only under the following circumstances as available to all employees:

| – | Tax reimbursements associated with
international assignments. Our policy provides that an employee will not
incur excess tax liability or receive a tax benefit as a result of taking
an international assignment. Accordingly, an
employee’s taxes are equalized to ensure that the employee pays the same
amount of tax that the employee would have paid had the employee not taken
the international assignment. Due to differences in timing of tax payments
and relative tax rates, this policy can result in a positive or negative
amount being recognized by the employee in any given year;
and |
| --- | --- |
| – | Tax reimbursement for income imputed to an
employee on reimbursed moving
expenses. |

(g) Deere makes contributions to the John Deere Savings and Investment Plan (“SIP”) for all eligible employees. Deere also credits contributions to the John Deere Defined Contribution Restoration Plan for all employees covered by the Contemporary Option under the tax-qualified pension plan. All of the NEOs are covered by the Contemporary Option.

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Fiscal 2013 Grants of Plan-Based Awards The following table provides additional information regarding fiscal 2013 grants of RSU, PSU, and stock option awards under the Omnibus Plan, and the potential range of awards that were approved in fiscal 2013 under the STI and MTI plans for payout in future years. These awards are further described in the CD&A under “Total Direct Compensation Elements.”

| | | | | | | | | All
Other | All
Other | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | Stock | Option | Exercise | |
| | | | | | | | | Awards: | Awards: | or Base | Grant
Date |
| | | Estimated Future Payouts | | | Estimated Future Payouts | | | Number of | Number of | Price of | Fair
Value |
| | | Under Non-Equity Incentive Plan | | | Under Equity Incentive Plan | | | Shares of | Securities | Option | of
Stock |
| | | | Awards | | | Awards | | Stock or | Underlying | Awards | and
Option |
| | Grant
Date | | (2) | | | (3) | | Units | Options | ($ / Sh) | Awards |
| Name | (1) | Threshold | Target | Maximum | Threshold | Target | Maximum | (4) | (5) | (6) | (7) |
| Samuel R.
Allen | 12/4/2012-STI | $— | $1,794,555 | $3,589,110 | | | | | | | |
| | 12/4/2012-MTI | $1,100 | $1,745,363 | $3,490,726 | | | | | | | |
| | 12/12/2012 | | | | | | | 25,301 | | | $2,184,994 |
| | 12/12/2012 | | | | 10,120 | 40,480 | 80,960 | | | | $4,056,031 |
| | 12/12/2012 | | | | | | | | 128,899 | $86.36 | $3,058,773 |
| | | $1,100 | $3,539,918 | $7,079,836 | 10,120 | 40,480 | 80,960 | 25,301 | 128,899 | | $9,299,798 |
| Rajesh Kalathur | 12/4/2012-STI | $— | $395,719 | $791,438 | | | | | | | |
| | 12/4/2012-MTI | $400 | $497,011 | $994,022 | | | | | | | |
| | 12/12/2012 | | | | | | | 4,727 | | | $408,224 |
| | 12/12/2012 | | | | 1,890 | 7,562 | 15,124 | | | | $757,701 |
| | 12/12/2012 | | | | | | | | 24,083 | $86.36 | $571,490 |
| | | $400 | $892,730 | $1,785,460 | 1,890 | 7,562 | 15,124 | 4,727 | 24,083 | | $1,737,415 |
| James M.
Field | 12/4/2012-STI | $— | $527,462 | $1,054,924 | | | | | | | |
| | 12/4/2012-MTI | $400 | $497,011 | $994,022 | | | | | | | |
| | 12/12/2012 | | | | | | | 4,521 | | | $390,434 |
| | 12/12/2012 | | | | 1,808 | 7,234 | 14,468 | | | | $724,835 |
| | 12/12/2012 | | | | | | | | 23,036 | $86.36 | $546,644 |
| | | $400 | $1,024,473 | $2,048,946 | 1,808 | 7,234 | 14,468 | 4,521 | 23,036 | | $1,661,913 |
| Jean Gilles | 12/4/2012-STI | $— | $477,140 | $954,280 | | | | | | | |
| | 12/4/2012-MTI | $400 | $497,011 | $994,022 | | | | | | | |
| | 12/12/2012 | | | | | | | 4,727 | | | $408,224 |
| | 12/12/2012 | | | | 1,890 | 7,562 | 15,124 | | | | $757,701 |
| | 12/12/2012 | | | | | | | | 24,083 | $86.36 | $571,490 |
| | | $400 | $974,151 | $1,948,302 | 1,890 | 7,562 | 15,124 | 4,727 | 24,083 | | $1,737,415 |
| Michael J. Mack,
Jr. | 12/4/2012-STI | $— | $541,906 | $1,083,812 | | | | | | | |
| | 12/4/2012-MTI | $400 | $497,011 | $994,022 | | | | | | | |
| | 12/12/2012 | | | | | | | 4,316 | | | $372,730 |
| | 12/12/2012 | | | | 1,726 | 6,904 | 13,808 | | | | $691,770 |
| | 12/12/2012 | | | | | | | | 21,989 | $86.36 | $521,799 |
| | | $400 | $1,038,917 | $2,077,834 | 1,726 | 6,904 | 13,808 | 4,316 | 21,989 | | $1,586,299 |

(1) For the non-equity incentive plan awards, the grant date is the date the Committee approved the range of the estimated potential future payouts for the performance periods noted under footnote (2) below. For equity awards, the grant date is seven calendar days after the first regularly scheduled Board meeting of the fiscal year.

(2) These columns show the range of potential payouts under the STI and MTI plans.

The performance period for STI in this table covers November 1, 2012 through October 31, 2013. For actual performance between threshold, target, and maximum, the earned STI award is prorated.

The range of the MTI award covers the three-year performance period beginning in fiscal 2013 and ending in fiscal 2015. Awards are not paid unless Deere generates at least $1 million of SVA for the performance period. The target MTI award will be earned if $2.755 billion of SVA is accumulated and the maximum MTI award will be earned if $5.51 billion or

38

more is accumulated during the performance period. The amounts shown in the table represent potential MTI awards based on the median salary of the NEOs’ salary grade as of September 30, 2013. The actual MTI awards will depend upon Deere’s actual SVA performance and the median salary of the NEOs’ salary grade as of September 30, 2014.

(3) Represents the potential payout range of PSUs granted in fiscal 2013 (in December 2012). The number of shares that vest is equally based on total shareholder return and revenue growth, both relative to companies in the S&P Industrial Sector. Performance and payouts are determined independently for each metric. At the end of the three-year performance period, the actual award, delivered as Deere common stock, can range from 0% to 200% of the original grant.

(4) Represents the number of RSUs granted during fiscal 2013 (in December 2012). RSUs will vest three years after the grant date, at which time they may be settled in Deere common stock. Prior to settlement, each RSU entitles the individual to receive dividend equivalents in cash at the same time as dividends are paid on Deere’s common stock.

(5) Represents the number of options granted during fiscal 2013 (in December 2012). These options vest in approximately three equal installments on the first, second, and third anniversaries of the grant date.

(6) The exercise price is the average of the high and low price of Deere common stock on the NYSE on the grant date.

(7) For RSUs and options, amounts shown represent the grant date fair value of the equity award granted to the NEOs in fiscal 2013 calculated in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. For RSUs, fair value is the market value of the underlying stock on the grant date (which is the same as the exercise price in column (6) for stock options). For options, the fair value on the grant date was $23.73, which was calculated using the binomial lattice option pricing model.

For PSUs, the fair value at the grant date is measured according to the requirements under FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. The grant date fair value of the PSUs, subject to the TSR metrics, was $106.75 based on a lattice valuation model excluding dividends. The grant date fair value of the PSUs, subject to the revenue growth metric, was $80.73 based on the market price of a share of underlying common stock excluding dividends.

For additional information on the valuation assumptions, refer to Note 24, “Stock Option and Restricted Stock Awards,” of Deere’s consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended October 31, 2013.

39

Outstanding Equity Awards at Fiscal 2013 Year-End The following table itemizes outstanding options, RSUs, and PSUs held by the NEOs as of October 31, 2013:

						Number		Equity Incentive	Equity Incentive
	Number of	Number of				of Shares	Market	Plan Awards:	Plan Awards:
	Securities	Securities				or Units	Value of	Number of	Market or Payout
	Underlying	Underlying		Market		of Stock	Shares or	Unearned Shares,	Value Unearned
	Unexercised	Unexercised		Value of	Option	That	Units of Stock	Units or Other	Shares, Units or
	Options	Options	Option	Unexercised	Expiration	Have Not	That Have	Rights That Have	Other Rights That
	Exercisable	Unexercisable	Exercise	Options	Date	Vested	Not Vested	Not Vested	Have Not Vested
Name	(1)	(1)	Price	(2)	(3)	(4)	(5)	(6)	(7)
Samuel R.
Allen	32,371	—	$48.38	$ 1,083,296	6-Dec-16	—	$ —
	28,808	—	$88.82	$ —	5-Dec-17	—	$ —
	62,704	—	$39.67	$ 2,644,541	17-Dec-18	—	$ —
	269,353	—	$52.25	$ 7,970,155	9-Dec-19	—	$ —
	76,549	37,704	$80.61	$ 140,531	8-Dec-20	67,409	$ 5,516,753
	46,204	89,693	$74.24	$ 1,032,817	14-Dec-21	29,431	$ 2,408,633	47,090	$ 3,853,846
	—	128,899	$86.36	$ —	12-Dec-22	25,301	$ 2,070,634	18,418	$ 1,507,329
	515,989	256,296		$ 12,871,340		122,141	$ 9,996,020	65,508	$ 5,361,175
Rajesh Kalathur	4,860	—	$34.69	$ 229,173	8-Dec-14	—	$ —
	4,366	—	$34.44	$ 206,948	7-Dec-15	—	$ —
	5,816	—	$48.38	$ 194,632	6-Dec-16	—	$ —
	4,519	—	$88.82	$ —	5-Dec-17	—	$ —
	11,133	—	$39.67	$ 469,534	17-Dec-18	—	$ —
	12,151	—	$52.25	$ 359,548	9-Dec-19	—	$ —
	4,943	2,436	$80.61	$ 9,076	8-Dec-20	—	$ —
	2,718	5,278	$74.24	$ 60,770	14-Dec-21	—	$ —
	—	24,083	$86.36	$ —	12-Dec-22	4,727	$ 386,858	3,440	$ 281,530
	50,506	31,797		$ 1,529,681		4,727	$ 386,858	3,440	$ 281,530
James M.
Field	13,380	—	$48.38	$ 447,762	6-Dec-16	—	$ —
	17,680	—	$88.82	$ —	5-Dec-17	—	$ —
	42,178	—	$39.67	$ 1,778,857	17-Dec-18	—	$ —
	56,457	—	$52.25	$ 1,670,563	9-Dec-19	—	$ —
	14,562	7,173	$80.61	$ 26,734	8-Dec-20	12,822	$ 1,049,352
	8,632	16,759	$74.24	$ 192,972	14-Dec-21	5,499	$ 450,038	8,798	$ 720,028
	—	23,036	$86.36	$ —	12-Dec-22	4,521	$ 369,999	3,291	$ 269,335
	152,889	46,968		$ 4,116,888		22,842	$ 1,869,389	12,089	$ 989,363
Jean Gilles	10,704	—	$88.82	$ —	5-Dec-17	—	$ —
	22,650	—	$39.67	$ 955,264	17-Dec-18	—	$ —
	50,163	—	$52.25	$ 1,484,323	9-Dec-19	—	$ —
	13,651	6,725	$80.61	$ 25,062	8-Dec-20	12,022	$ 983,880
	7,882	15,301	$74.24	$ 176,191	14-Dec-21	5,020	$ 410,837	8,032	$ 657,339
	—	24,083	$86.36	$ —	12-Dec-22	4,727	$ 386,858	3,440	$ 281,530
	105,050	46,109		$ 2,640,840		21,769	$ 1,781,575	11,472	$ 938,869
Michael J. Mack,
Jr.	24,388	—	$88.82	$ —	5-Dec-17	—	$ —
	14,302	7,045	$80.61	$ 26,257	8-Dec-20	12,594	$ 1,030,693
	7,882	15,301	$74.24	$ 176,191	14-Dec-21	5,020	$ 410,837	8,032	$ 657,339
	—	21,989	$86.36	$ —	12-Dec-22	4,316	$ 353,221	3,141	$ 257,059
	46,572	44,335		$ 202,448		21,930	$ 1,794,751	11,173	$ 914,398

(1) Options become vested and exercisable in approximately three equal installments on the first, second and third anniversaries of the grant date.

(2) The amount shown represents the number of options that have not been exercised (vested and unvested) multiplied by the difference between the closing price for Deere common stock on the NYSE on October 31, 2013, which was $81.84, and the option exercise price. No value is shown for “underwater” options.

(3) Options expire ten years from the grant date.

(4) RSUs vest three years from the grant date. RSUs granted in fiscal year 2013 must be held until three years after the grant date before they are settled in Deere common stock. RSUs granted in fiscal years 2011 and 2012 must be held for five years. RSUs that have vested, but have not been settled in Deere common stock, are included in the Fiscal 2013 Nonqualified Deferred Compensation Table.

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The three-year performance period for PSUs granted in fiscal 2011 ended on October 31, 2013. The final payout determination was made by the Committee in December 2013 and the award was settled in Deere common stock on December 8, 2013 (the third anniversary of the grant date). As discussed in the CD&A under “2011-2013 PSU Program (Payable in Fiscal 2014),” the final payout under the award was equal to 100% of the target opportunity. The numbers of shares earned by the applicable NEOs were as follows: 41,482 (Allen); 7,890 (Field); 7,398 (Gilles); and 7,750 (Mack).

(5) The amount shown represents the number of RSUs that have not vested and PSUs described in footnote (4) to this table multiplied by the closing price for Deere common stock on the NYSE on October 31, 2013, which was $81.84.

(6) The amount shown represents actual achievement of the PSUs granted in fiscal years 2012 and 2013 relative to the S&P Industrial Sector assuming truncated performance measurement periods. The final number of shares earned, if any, will be based upon performance as determined by revenue growth and TSR relative to the S&P Industrial Sector at the end of the applicable performance period.

PSU Grant Date	December 14, 2011	December 12, 2012
Truncated
performance period	11/1/2011 -
10/31/2013	11/1/2012 -
10/31/2013
Actual performance period ending
date	10/31/2014	10/31/2015
Payout of target
number of shares based on revenue growth	200%	91%
Payout of target number of
shares based on TSR	0%	0%

(7) The amount shown represents the number of PSUs described in footnote (6) to this table multiplied by the closing price for Deere common stock on the NYSE on October 31, 2013, which was $81.84.

Fiscal 2013 Option Exercises and Stock Vested The following table provides information regarding option exercises and vesting of RSUs during fiscal 2013. These options and stock awards were granted in prior fiscal years and are not related to performance in fiscal 2013. No PSUs vested during fiscal 2013.

| | Option Awards — Number of Shares | Value Realized | Number of Shares | Value
Realized |
| --- | --- | --- | --- | --- |
| | Acquired on Exercise | on Exercise | Acquired on Vesting | on
Vesting |
| Name | (1) | (2) | (3) | (4) |
| Samuel R. Allen | 19,922 | $ 1,206,476 | 27,043 | $ 2,310,283 |
| Rajesh Kalathur | 6,930 | $ 383,651 | — | $ — |
| James M. Field | 17,086 | $ 914,272 | 5,668 | $ 484,217 |
| Jean H. Gilles | — | $ — | 5,036 | $ 430,225 |
| Michael J. Mack, Jr. | 81,829 | $ 3,412,715 | 6,505 | $ 555,722 |

(1) Represents the total number of shares that were exercised before any withholding of shares to pay the exercise price and taxes.

(2) Value realized on exercise is based on the market price upon exercise minus the exercise price (the grant price).

(3) Represents the number of RSUs that vested during fiscal 2013. These RSUs were granted in December 2009 and vested in December 2012. Although they are vested, these RSUs will not be settled in Deere common stock until retirement or other permitted termination of employment.

(4) Represents the number of RSUs vested multiplied by the closing price ($85.43) of Deere common stock on the NYSE as of the vesting date.

41

Pension Benefits The NEOs are eligible to participate in pension plans that provide benefits based on years of service and pay. Pension benefits are provided under a qualified defined benefit pension plan called the John Deere Pension Plan for Salaried Employees (the “Salaried Plan”) and two nonqualified pension plans called the Senior Supplementary Pension Benefit Plan (the “Supplementary Plan”) and the John Deere Supplemental Pension Benefit Plan (the “Supplemental Plan”).

In 1996, we introduced a new pension option under the Salaried Plan known as the “Contemporary Option.” At that time, participants were given the choice between remaining in the existing Salaried Plan option known as the “Traditional Option” or choosing the new Contemporary Option. New employees hired after 1996 automatically participate in the Contemporary Option.

Salaried Plan The Salaried Plan is a qualified plan subject to certain IRC limitations on benefits and is subject to the Employee Retirement Income Security Act of 1974. Deere makes contributions to, and benefits are paid from, a tax-exempt pension trust. The two pension options, Traditional and Contemporary, provided by the Salaried Plan are summarized as follows:

Traditional Option The Traditional Option pension benefit is based on a formula that calculates a retirement benefit using service credit, “Final Average Pay” as defined below, and a multiplier. Generally, Final Average Pay is the participant’s aggregate salary (up to IRC limits) for the last 60 months prior to retirement divided by 60, unless the last 60 months does not represent the participant’s highest earnings. In that case, Final Average Pay would be calculated using the participant’s five highest consecutive anniversary years of earnings.

The formula for calculating monthly pension benefits under the qualified Traditional Option is:

Final Average Pay (up to IRC limits) x Years of Service x 1.5%

Eligibility to retire with unreduced pension benefits under the Traditional Option is based on age and years of service. Participants who are age 60 with ten or more years of service, or who are age 65 with five or more years of service, receive unreduced pension benefits.

Under the Traditional Option, early retirement eligibility occurs upon the earliest of:

(1) having 30 years of service; (2) the sum of the participant’s years of service and age equaling 80 or more; or (3) reaching age 60 or more with ten years of service.

Pension amounts are reduced 4% for each year that retirement benefits are received before age 60. At this time, none of our NEOs participate in the Traditional Option.

Contemporary Option Under the Contemporary Option, “Career Average Pay” replaces Final Average Pay in computing retirement benefits. Career Average Pay is calculated using salary plus STI (up to IRC limits). For participants electing the Contemporary Option, the transition to Career Average Pay includes salary and STI awards from 1992 until retirement. For salaried employees participating in this option, Deere makes enhanced contributions to the employee’s 401(k) retirement savings account.

The formula for calculating benefits under the qualified Contemporary Option is:

Career Average Pay (up to IRC limits) x Years of Service x 1.5%

Eligibility to retire with unreduced benefits under the Contemporary Option occurs at age 67 for all employees hired on or after January 1, 1997. For employees hired before this date, the eligibility age for retiring with unreduced benefits is based on years of service as of January 1, 1997 and ranges from ages 60 to 67. None of our NEOs are currently eligible to retire with unreduced benefits under the Contemporary Option.

For employees hired before January 1, 1997 who were not eligible to retire on January 1, 1997, and for employees hired on or after January 1, 1997, early retirement eligibility under the Contemporary Option is the earlier of:

(1) age 55 with ten or more years of service; or

(2) age 65 with five or more years of service.

Pension payments are reduced 4% for each year the employee is under the unreduced benefits age upon retirement. Messrs. Allen, Gilles, and Mack are the only NEOs currently eligible to retire early with reduced benefits under the Contemporary Option.

42

Supplementary Plan The Supplementary Plan is an unfunded, nonqualified excess defined benefit plan that provides additional pension benefits in a comparable amount to those benefits that the participant would have received under the Salaried Plan in the absence of IRC limitations. Benefit payments for the Supplementary Plan are made from the assets of Deere.

The Supplementary Plan uses the same formula as the Salaried Plan to calculate the benefit payable, except that eligible earnings include only amounts above IRC qualified plan limits.

Supplemental Plan The Supplemental Plan is an unfunded, nonqualified supplemental retirement plan for certain employees, including all NEOs. Benefit payments for the Supplemental Plan are made from the assets of Deere.

The formulas for calculating benefits under the Supplemental Plan for each pension option can be summarized as follows:

Contemporary Option

Career Average Pay x Years of Service at grade 13 and above beginning January 1, 1997 x 0.5%

Traditional Option The Supplemental Plan benefit under the Traditional Option is derived by subtracting the value of the Traditional Option (Salaried Plan plus Supplementary Plan) from the value of the Contemporary Option (Salaried Plan, Supplementary Plan plus Supplemental Plan) had it been chosen. If this amount is positive, the NEO will receive this additional amount as a Supplemental Plan benefit.

Fiscal 2013 Pension Benefits Table

Name	Plan Name (1)	Assumed — Retirement Age (2)	Number of Years — of Credited Service (3)	Present Value of — Accumulated Benefit (4)
Samuel R. Allen	Salaried Plan	63	38.4	$ 1,291,416
Contemporary Option	Supplementary Plan	63	38.4	$ 7,106,173
	Supplemental Plan	63	16.8	$ 1,184,990
	Total			$ 9,582,579
Rajesh
Kalathur	Salaried
Plan	65	16.4	$ 206,188
Contemporary
Option	Supplementary
Plan	65	16.4	$ 108,960
	Supplemental
Plan	65	7.8	$ 53,486
	Total			$ 368,634
James M. Field	Salaried Plan	65	19.5	$ 318,917
Contemporary Option	Supplementary Plan	65	19.5	$ 671,647
	Supplemental Plan	65	14.7	$ 256,531
	Total			$ 1,247,095
Jean
Gilles	Salaried
Plan	64	25.6	$ 746,889
Contemporary
Option	Supplementary
Plan	64	25.6	$ 2,220,701
	Supplemental
Plan	64	16.8	$ 652,764
	Total			$ 3,620,354
Michael J. Mack Jr.	Salaried Plan	65	27.3	$ 650,650
Contemporary Option	Supplementary Plan	65	27.3	$ 1,752,220
	Supplemental Plan	65	16.8	$ 492,561
	Total			$ 2,895,431

(1) Benefits are provided under the Salaried Plan, the Supplementary Plan, and the Supplemental Plan as described in the narrative preceding the table. A portion of Mr. Gilles’ benefits will be provided by certain German pension plans in which he participated during his period of employment at Deere’s European Office in Germany. Any benefits received from

these German plans will offset benefits that would have otherwise been provided under the Salaried Plan. Mr. Gilles’ total pension benefits are calculated for all purposes as if he had been a participant in the U.S. pension plans his entire career.

43

PART G

(2) The assumed retirement age is the earliest age at which the NEO could retire without any benefit reduction due to age or normal retirement age, if earlier. The assumed retirement age may vary depending on whether the NEO is covered by the Traditional Option or the Contemporary Option as explained in the narrative preceding the table.

(3) Years and months of service credit under each plan as of October 31, 2013. The years of credited service are equal to years of eligible service with Deere for the Salaried and Supplementary Plan. Service credit under the Supplemental Plan is based on service at grade 13 or above, beginning January 1, 1997.

(4) The actuarial present value of the accumulated benefit is shown as of October 31, 2013, and is provided as 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 NEO may receive. A portion of the benefit for Mr. Gilles will be provided under certain German pension plans as described in footnote (1) above.

The actuarial present value is calculated by estimating expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount which, if invested today at the discount rate, would be sufficient on an average basis to provide estimated future payments based on the current accumulated benefit. Actual benefit present values will vary from these estimates depending on many factors, including actual retirement age.

The following assumptions were used to calculate the present value of the accumulated benefit:

| – | Each
of the NEOs continues as an executive until the earliest age at which he
could retire without any benefit reduction due to age or normal retirement
age, whichever is earlier, as defined in the Salaried
Plan ; |
| --- | --- |
| – | Present value amounts were determined based on the financial
accounting discount rate for U.S. pension plans of 4.6% ; |
| – | Benefits subject to a lump sum distribution were determined using
an interest rate of 3.79% ; |
| – | The
mortality table used for the qualified and non-qualified plans was the
RP2020 table, as published by the IRS; and |
| – | Pensionable earnings are calculated for the most recently completed
fiscal year using base pay as an estimate (assuming one base pay increase
of 3.5% - 4.5% depending on age) with no future increase and the STI bonus
at target. Pensionable earnings for prior years are calculated based on
actual base pay and actual STI earned for prior years . |

Nonqualified Deferred Compensation The Fiscal 2013 Nonqualified Deferred Compensation Table below shows information about four programs:

(1) the John Deere Voluntary Deferred Compensation Plan (“Deferred Plan”), a nonqualified deferred compensation plan;

(2) the Deere & Company European Office Vorsorgeplan 2001 (“German Deferral Plan”), a voluntary deferral plan;

(3) the John Deere Defined Contribution Restoration Plan (“DCRP”), a nonqualified savings plan; and

(4) deferred RSUs.

Deferred Plan Under the Deferred Plan, through fiscal 2008, NEOs could defer their base salary, STI, and/or MTI in 5% increments up to 95%. For deferrals elected after 2008, up to 70% of base salary can be deferred while STI and MTI awards can be deferred up to 95%. On the first day of each calendar quarter, the balance in each account under the Deferred Plan is credited with interest. For deferrals made through calendar 2009, interest is credited at the prime rate (as determined by the Federal Reserve Statistical Release for the prior month) plus 2% as of the last day of the preceding quarter. For deferrals made after December 31, 2009, the deferred amounts earn interest based on the Moody’s “A” rated Corporate Bond Rate. During fiscal 2013, amounts deferred under the Deferred Plan were credited with interest at the following rates:

Earnings Under Deferred Plan	Deferrals through	Deferrals after 2009
	calendar 2009	Moody’s “A” Corporate
	Prime plus 2%	Bond Rate
November-12	5.25%	3.87%
February-13	5.25%	4.19%
May-13	5.25%	4.18%
August-13	5.25%	4.78%

An election to defer salary must be made prior to the beginning of the calendar year in which deferral occurs. An election to defer STI must be made prior to the beginning of the fiscal year upon which the award is based. An election to defer MTI must be made prior to the close of the fiscal year preceding the calendar year of payment. Participants may elect to receive the deferred funds in a lump sum or in equal annual installments not to exceed ten years. Distribution must be completed within ten years following retirement. All deferral elections and associated distribution schedules are irrevocable. This plan is unfunded and participant accounts are at-risk in the event of the Company’s bankruptcy.

44

German Deferral Plan Mr. Gilles participated in the German Deferral Plan during his period of employment at Deere’s European Office in Germany. The German Deferral Plan was available to all salaried employees in Germany and permitted participants to defer up to 100% of their base salary, STI, and/or MTI. Interest on deferrals is determined on the basis of “transforming factors” specified in the plan documentation. All distributions are paid in a lump sum in the January following the year in which the participant retires or, if the participant retires prior to age 65, no later than the January following the year the participant turns 65.

DCRP The DCRP is designed to allow executives participating in our Contemporary Option to defer employee contributions and receive employer matching contributions on up to 6% of eligible earnings that are otherwise limited by the IRC. For DCRP purposes, eligible earnings include base salary, STI, and commission compensation. None of the NEOs receive commission compensation. The 401(k) deferral percentage selected by the employee in place each October 31st is used during the following calendar year to calculate the DCRP employee contribution. This plan is unfunded and participant accounts are at-risk in the event of the Company’s bankruptcy.

Two investment options are available under the DCRP: the prime rate, as determined by the Federal Reserve Statistical Release for the prior month, plus 2%; or a rate of return based on the S&P 500 Index for the prior month. Participants may choose either investment option for any portion of their account. Participants can change investment options between the 1st and 10th day of any month. During fiscal 2013, the annualized rates of return under the two options were as follows:

| Earnings For DCRP | Prime plus
2% | S&P
500 Index |
| --- | --- | --- |
| November-12 | 5.25% | -4.66 % |
| December-12 | 5.25% | -36.15 % |
| January-13 | 5.25% | 23.91 % |
| February-13 | 5.25% | 49.03 % |
| March-13 | 5.25% | 25.87 % |
| April-13 | 5.25% | 30.57 % |
| May-13 | 5.25% | 15.37 % |
| June-13 | 5.25% | 52.82 % |
| July-13 | 5.25% | -15.42 % |
| August-13 | 5.25% | 37.00 % |
| September-13 | 5.25% | 1.01 % |
| October-13 | 5.25% | 12.27 % |

Distribution options for participants eligible for retirement as of December 31, 2005 who made an election prior to December 31, 2005 consist of a single lump sum payment, a specified dollar amount each year, or decrementing withdrawals over a specified number of years. For all other participants, distribution options consist of a lump sum distribution one year following the date of separation, or, in the case of retirement, five annual installments, beginning one year following the retirement date.

Deferred RSUs There are two scenarios under which deferred RSUs can appear in the Fiscal 2013 Nonqualified Deferred Compensation Table:

– Certain RSUs are required to be held for a defined period of time after they vest three years from the grant date. The following tranches of RSUs have vested but remain subject to mandatory restriction until retirement or such other time as the NEO ceases to be an active employee :

| Grant Date | Date
Vested |
| --- | --- |
| December
2002 | December 2005 |
| December 2007 | December 2010 |
| December
2008 | December 2011 |
| December 2009 | December 2012 |

– For RSUs granted starting in December 2003, NEOs may elect deferral of settlement for a minimum of five years. If a deferral election is made, the RSUs will be settled in shares of Deere common stock five or more years after the originally scheduled conversion date.

Deferred RSUs will not be settled in Deere common stock until either the election period or the restriction period expires.

45

Fiscal 2013 Nonqualified Deferred Compensation Table

		Executive — Contributions	Registrant — Contributions	Aggregate — Earnings in Last		Aggregate	Aggregate — Balance at
		in Last FY	in Last FY	Fiscal Year		Withdrawals /	Last FYE
Name	Plan	(1)	(2)	(3)		Distributions	(4)
Samuel R.
Allen	DCRP	$ 264,683	$ 441,139	$ 175,590		$—	$ 3,620,000
	Deferred
RSUs	$ —	$ 2,310,283	$ (261,877	)	$—	$ 5,959,507
	Total	$ 264,683	$ 2,751,422	$ (86,287	)	$—	$ 9,579,507
Rajesh Kalathur	DCRP	$ 35,448	$ 59,080	$ 9,036		$—	$ 206,352
	Deferred RSUs	$ —	$ —	$ —		$—	$ —
	Total	$ 35,448	$ 59,080	$ 9,036		$—	$ 206,352
James M.
Field	DCRP	$ 79,288	$ 132,147	$ 58,604		$—	$ 1,205,536
	Deferred
RSUs	$ —	$ 484,217	$ (92,175	)	$—	$ 2,096,741
	Total	$ 79,288	$ 616,364	$ (33,571	)	$—	$ 3,302,277
Jean H. Gilles	German Deferral Plan	$ —	$ —	$ 17,869		$—	$ 284,180
	DCRP	$ 69,334	$ 115,557	$ 54,048		$—	$ 1,108,220
	Deferred RSUs	$ —	$ 430,225	$ (58,104	)	$—	$ 1,322,043
	Total	$ 69,334	$ 545,782	$ 13,814		$—	$ 2,714,443
Michael J. Mack,
Jr.	Deferred
Plan	$ —	$ —	$ 88,675		$—	$ 1,744,816
	DCRP	$ 84,028	$ 140,046	$ 215,531		$—	$ 1,841,867
	Deferred
RSUs	$ —	$ 555,722	$ (114,548	)	$—	$ 2,605,540
	Total	$ 84,028	$ 695,768	$ 189,658		$—	$ 6,192,223

(1) The amounts in this column represent employee compensation deferrals that are included in the Fiscal 2013 Summary Compensation Table under the “Salary” and “Non-Equity Incentive Plan Compensation” columns.

(2) The amounts in this column associated with the DCRP represent Deere’s contributions during the fiscal year as included in the Fiscal 2013 Summary Compensation Table under the “All Other Compensation” column. The amounts in this column associated with deferred RSUs represent RSUs that vested in the current fiscal year, but have not been converted into Deere common stock. The amounts are equal to those reported in the Fiscal 2013 Option Exercises and Stock Vested table under the column “Value Realized on Vesting.”

(3) For rates of return on account balances under the Deferred Plan and DCRP, see the applicable earnings charts in the narrative preceding the Fiscal 2013 Nonqualified Deferred Compensation Table. The notional rate of return on amounts deferred by Mr. Gilles under the German Deferral Plan was 6.71%. For the deferred RSU accounts, the earnings represent the change in the intrinsic value of the RSUs. The above-market portions of the amounts shown in this column are reported in the Fiscal 2013 Summary Compensation Table under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column and are quantified in footnote (5) to that table.

(4) Of the aggregate balance, the following amounts were reported as compensation to each respective NEO in the Summary Compensation Table in prior years: $1,681,976 (Allen); $557,650 (Field); and $1,404,375 (Mack).

Fiscal 2013 Potential Payments upon Change in Control The CIC Program includes a “double trigger” approach, under which participants will receive severance benefits only if both a change in control and qualifying termination occur. A “qualifying termination” is either:

| – | Deere’s termination of an executive’s employment within the
six months preceding or
within 24 months following a change in control for reasons other than termination
for death, disability, or “cause” (defined as an executive’s willful and
continued nonperformance of duties after written demand; willful
conduct that is
demonstrably and materially injurious to Deere; or illegal activity);
or |
| --- | --- |
| – | An
executive’s termination of his or her own employment for “good reason”
(defined as material reductions or alterations in an executive’s
authorities, duties, or responsibilities; change i n |

46

office location of at least 50 miles from current residence; material reductions in an executive’s participation in certain Deere compensation plans; or certain other breaches of the covenants in the CIC Program) within 24 months following a change in control.

The CIC Program defines the following as “change in control” events:

| – | any
“person,” as defined in the Securities Exchange Act (with certain
exceptions), acquires 30% or more of Deere’s voting
securities; |
| --- | --- |
| – | a
majority of Deere’s directors are replaced 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;
o r |
| – | Deere
is completely liquidated or all, or substantially all, of Deere’s assets
are sold or disposed . |

Benefits provided under the CIC program and other benefit plans are described in the footnotes to the table. Although not reflected in the table, the CIC Program provides that Deere will pay the executive’s reasonable legal fees and expenses if the executive must enforce the program terms. Under the CIC Program, the executives agree: (a) not to disclose or use for their own purposes confidential and proprietary Deere information; and (b) 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, the Omnibus Plan and the Deferred Plan each contain change in control provisions that may trigger payments under these plans. Under the Omnibus Plan, unless the Board determines otherwise, and regardless of whether the employee was terminated or not, all then-outstanding equity awards that were granted before February 24, 2010 would vest and restriction periods would end upon a change in control. All outstanding RSUs would

be cashed out as of the date of the change in control and the employee would have the right to exercise all outstanding options. Such potential payments are disclosed in the table below adjacent to “Change in Control only.” For awards made under the Omnibus Plan on and after February 24, 2010, the foregoing provisions will apply only if there is both a change in control and the employee experiences a qualifying termination. The MTI plan provides for payment upon a change in control based on actual performance results to date for all performance periods then in progress. Under the Deferred Plan, in the event of certain changes in control, the Committee may elect to terminate the plan within 12 months following the change in control and distribute all account balances, or the Committee may decide to keep the Deferred Plan in effect and modify the Deferred Plan to reflect the impact of the change in control.

The following table includes estimated potential payments that would have been due to each NEO if a change in control event had occurred and, if applicable, the NEO experienced a qualifying termination, as of October 31, 2013. Although the calculations are intended to provide reasonable estimates of the potential payments, they are based on numerous assumptions, as described in the footnotes, and may not represent the actual amount each NEO would receive if a change in control occurred. As explained in the footnotes, the payments listed represent the incremental amounts due to NEOs beyond what the NEOs would have received without the change in control. Not included in this table are the following payments to which the NEOs are already entitled and which are reported in previous sections of this Proxy Statement:

| – | amounts already earned under the STI and MTI plans as of October
31, 2013 (reported in the Fiscal 2013 Summary Compensation
Table); |
| --- | --- |
| – | the
exercise of outstanding vested options (reported in the Outstanding Equity
Awards at Fiscal 2013 Year-End table); and |
| – | distribution of nonqualified deferred compensation (reported in the
Fiscal 2013 Nonqualified Deferred Compensation
Table). |

47

				Stock — Awards	Stock — Options	Welfare — Benefits	Defined — Contribution	Total
Name	Salary (1)	STI(2)	MTI(3)	(4)	(5)	(6)	Plans
(7)	Payments
Samuel R.
Allen
~Change in Control only	$ —	$ —	$ 5,857,438	$ —	$ —	$ —	$ —	$ 5,857,438
~Change in Control and
Qualifying Termination	$ 4,327,344	$ 5,383,665	$ 5,857,438	$ 10,561,616	$ —	$ 34,692	$ 1,398,417	$ 27,563,172
Rajesh Kalathur
~Change in Control only	$ —	$ —	$ 1,667,969	$ —	$ —	$ —	$ —	$ 1,667,969
~Change in Control and
Qualifying
Termination	$ 1,494,108	$ 1,187,158	$ 1,667,969	$ 1,005,732	$ 43,109	$ 39,224	$ 252,240	$ 5,689,540
James M.
Field
~Change in Control only	$ —	$ —	$ 1,667,969	$ —	$ —	$ —	$ —	$ 1,667,969
~Change in Control and
Qualifying
Termination	$ 1,870,452	$ 1,582,385	$ 1,667,969	$ 3,827,166	$ 136,191	$ 40,073	$ 471,441	$ 9,595,677
Jean H. Gilles
~Change in Control only	$ —	$ —	$ 1,667,969	$ —	$ —	$ —	$ —	$ 1,667,969
~Change in Control and
Qualifying
Termination	$ 1,694,484	$ 1,431,420	$ 1,667,969	$ 1,881,665	$ —	$ 39,676	$ 483,705	$ 7,198,919
Michael J. Mack,
Jr.
~Change in Control only	$ —	$ —	$ 1,667,969	$ —	$ —	$ —	$ —	$ 1,667,969
~Change in Control and
Qualifying
Termination	$ 1,915,740	$ 1,625,717	$ 1,667,969	$ 1,856,622	$ —	$ 40,175	$ 495,138	$ 7,601,361

(1) In the event of a change in control and qualifying termination, the CIC Program provides for a lump sum payment of three times the annual base salary.

(2) In the event of a change in control and qualifying termination, the CIC Program provides for a lump sum payment of three times the target STI bonus amount for the fiscal year in which the termination occurs. In addition, the NEO is entitled to a prorated STI award for the current year. Since the change in control calculations in this table are made as of the end of the fiscal year, the prorated award for the current year is equal to the STI earned for the current fiscal year as reported in the Fiscal 2013 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation” and is not duplicated in this table.

(3) The MTI plan contains a change in control provision that entitles participants, as of the date of a change in control, to a lump sum MTI payment based on actual performance results to date for all performance periods then in progress. The payout for the three-year performance period ended October 31, 2013 is reported in the Fiscal 2013 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation” and is not duplicated in this table. For each of the NEOs, the amount shown in this table represents the payout for the two remaining performance periods.

(4) Vesting of unvested RSUs and PSUs does not accelerate in the event of a change in control only.

In the event of a change in control and qualifying termination:

| – | For
unvested RSUs, the vesting and restriction requirements no longer apply
and, to the extent determined by the Committee, the awards are cashed out;
and |
| --- | --- |
| – | For
unvested PSUs, the vesting and restriction requirements no longer apply
and the awards are cashed out at a target award
level. |

For purposes of the table, all PSUs and RSUs that are assumed to vest are valued based on the closing price for Deere common stock on the NYSE on October 31, 2013, which was $81.84. Since Messrs. Allen, Gilles, and Mack are eligible for retirement and RSUs will continue to vest over the three-year period regardless of whether or not they continue to provide services, there is no incremental benefit of the accelerated vesting for these individuals. Vested RSUs are not included since they have been earned and are included on the Fiscal 2013 Nonqualified Deferred Compensation Table. Unvested RSUs are included in the Outstanding Equity Awards at Fiscal 2013 Year-End table.

(5) Vesting of outstanding stock options does not accelerate in the event of a change in control only. Instead, outstanding stock options will continue to vest over the three-year vesting period, subject to continued employment conditions.

In the event of a change in control and qualifying termination, all outstanding stock options vest and can be exercised immediately.

48

Since Messrs. Allen, Gilles, and Mack are eligible for retirement and stock options vest immediately upon retirement, there is no incremental benefit of the accelerated vesting for these individuals. For Messrs. Kalathur and Field, who are not eligible for retirement, the amount represents the number of outstanding, unexercisable options multiplied by the difference between the closing price for Deere common stock on the NYSE on October 31, 2013, which was $81.84, and the option exercise prices. These amounts are included in the Outstanding Equity Awards at Fiscal 2013 Year-End table.

(6) In the event of a change in control and qualifying termination, the CIC Program provides for continuation of health care, life, accidental death and dismemberment, and disability insurance for three full years at the same premium cost and coverage. This benefit will be discontinued if the NEO receives similar benefits from a subsequent employer during this three-year period.

(7) In the event of a change in control and qualifying termination, the CIC Program includes cash payment equal to three times Deere’s contributions on behalf of each of the NEOs under our defined contribution plans for the plan year preceding termination (or, if greater, for the plan year immediately preceding the change in control). The amount reported for Mr. Gilles also includes the amount by which the value of his account balance under the German Deferral Plan would have increased had he remained employed for an additional three years following a change in control and his qualifying termination.

49

Fiscal 2013 Potential Payments Upon Termination of Employment Other than Following a Change in Control

The following table summarizes the estimated payments to be made to the NEOs under our plans or established practices in the event of termination of employment for death, disability, retirement, termination without cause, termination for cause, and voluntary separation. Although the calculations are intended to provide reasonable estimates of the potential payments, they are

based on numerous assumptions, as described in the footnotes, and may not represent the actual amounts the NEOs would receive in the event of an eligible termination.

The amounts shown assume the termination event occurred on, and the NEO was actively employed until, October 31, 2013.

							Present
							Value of
							Accumulated
				Stock	Stock	Deferred	Pension
	Salary	STI	MTI	Awards	Options	Compensation	Benefit	Total
Name	(1)	(2)	(3)	(4)	(5)	(6)	(7)	Payments
Samuel R.
Allen
Death	$ —	$ 3,412,382	$ 3,293,136	$ 23,122,255	$ 12,871,340	$ 3,620,000	$ 6,497,596	$ 52,816,709
Disability	$ 6,027,959	$ 3,412,382	$ 3,293,136	$ 23,122,255	$ 12,871,340	$ 3,620,000	$ 11,216,700	$ 63,563,772
Retirement	$ —	$ 3,412,382	$ 3,293,136	$ 23,122,255	$ 12,871,340	$ 3,620,000	$ 11,789,808	$ 58,108,921
Termination Without Cause	$ 1,442,448	$ 3,412,382	$ 3,293,136	$ 5,959,507	$ —	$ 3,620,000	$ 11,789,808	$ 29,517,281
Termination For Cause	$ —	$ 3,412,382	$ 3,293,136	$ 5,959,507	$ —	$ 3,620,000	$ 11,789,808	$ 28,074,833
Voluntary Separation (8)
Rajesh Kalathur
Death	$ —	$ 752,472	$ 966,122	$ 1,005,732	$ 1,529,681	$ 206,352	$ 257,745	$ 4,718,104
Disability	$ 921,856	$ 752,472	$ 966,122	$ 1,005,732	$ 1,529,681	$ 206,352	$ 1,121,007	$ 6,503,222
Retirement (9)
Termination Without Cause	$ 498,036	$ 752,472	$ 966,122	$ —	$ —	$ 206,352	$ 474,189	$ 2,897,171
Termination For Cause		$ 752,472	$ 966,122	$ —	$ —	$ 206,352	$ 474,189	$ 2,399,135
Voluntary Separation	$ —	$ 752,472	$ 966,122	$ —	$ —	$ 206,352	$ 474,189	$ 2,399,135
James M.
Field
Death	$ —	$ 1,002,984	$ 966,122	$ 5,278,189	$ 4,116,888	$ 1,205,536	$ 760,045	$ 13,329,764
Disability	$ 2,150,012	$ 1,002,984	$ 966,122	$ 5,278,189	$ 4,116,888	$ 1,205,536	$ 2,568,468	$ 17,288,199
Retirement (9)
Termination Without Cause	$ 623,484	$ 1,002,984	$ 966,122	$ 2,096,741	$ —	$ 1,205,536	$ 1,390,263	$ 7,285,130
Termination For Cause	$ —	$ 1,002,984	$ 966,122	$ 2,096,741	$ —	$ 1,205,536	$ 1,390,263	$ 6,661,646
Voluntary Separation	$ —	$ 1,002,984	$ 966,122	$ 2,096,741	$ —	$ 1,205,536	$ 1,390,263	$ 6,661,646
Jean H Gilles
Death	$ —	$ 907,295	$ 966,122	$ 4,379,831	$ 2,640,840	$ 1,464,029	$ 2,534,763	$ 12,892,880
Disability	$ 1,899,968	$ 907,295	$ 966,122	$ 4,379,831	$ 2,640,840	$ 1,392,400	$ 4,973,263	$ 17,159,719
Retirement	$ —	$ 907,295	$ 966,122	$ 4,379,831	$ 2,640,840	$ 1,392,400	$ 4,616,188	$ 14,902,676
Termination Without Cause	$ 564,828	$ 907,295	$ 966,122	$ 1,322,043	$ —	$ 1,392,400	$ 4,616,188	$ 9,768,876
Termination For Cause	$ —	$ 907,295	$ 966,122	$ 1,322,043	$ —	$ 1,392,400	$ 4,616,188	$ 9,204,048
Voluntary Separation (8)
Michael J. Mack,
Jr.
Death	$ —	$ 1,030,449	$ 966,122	$ 5,622,654	$ 202,448	$ 3,586,683	$ 2,027,189	$ 13,435,545
Disability	$ 2,289,607	$ 1,030,449	$ 966,122	$ 5,622,654	$ 202,448	$ 3,586,683	$ 4,106,275	$ 17,804,238
Retirement	$ —	$ 1,030,449	$ 966,122	$ 5,622,654	$ 202,448	$ 3,586,683	$ 3,689,644	$ 15,098,000
Termination Without Cause	$ 638,580	$ 1,030,449	$ 966,122	$ 2,605,540	$ —	$ 3,586,683	$ 3,689,644	$ 12,517,018
Termination For Cause	$ —	$ 1,030,449	$ 966,122	$ 2,605,540	$ —	$ 3,586,683	$ 3,689,644	$ 11,878,438
Voluntary Separation (8)

50

(1) Our NEOs do not have employment agreements. However, we have severance guidelines that provide compensation if termination is initiated by Deere for reasons other than cause. Our severance guidelines provide for payment of one-half month of salary for each complete year of employment, up to a maximum of one year’s salary. We may elect to pay severance in either a lump sum or via salary continuance, unless the amount of severance exceeds two times the applicable limit under Section 401(a)(17) of the IRC, in which case severance will be paid in a lump sum.

Under our Long-Term Disability Plan, if disabled before age 62, NEOs receive monthly benefits until age 65 equal to 60% of their salary plus the average of the three STI awards received immediately prior to the start of disability. The amount shown for disability represents the present value of the monthly benefit from the time of the disability, assumed to be October 31, 2013, until the time the NEO attains age 65.

(2) Under all termination events, the amount of STI earned for the fiscal year ended October 31, 2013 would be payable in a lump sum generally within two months after the end of the fiscal year, but in no event later than March 15th of the calendar year following the end of the fiscal year. This amount is also reported in the Fiscal 2013 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation.”

(3) Under all termination events, the amount of MTI earned for the performance period ended October 31, 2013 would be payable in a lump sum generally within two months after the end of the fiscal year, but in no event later than March 15th of the calendar year following the end of the fiscal year. This amount is also reported in the Fiscal 2013 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation.”

(4) In the event of death, all unvested RSUs will vest on the date of separation from service. For RSUs awarded in fiscal year 2010 and prior, restrictions will lapse in the January following death. For RSUs awarded in fiscal years 2011 and 2012, restrictions will lapse one month following separation from service. For RSUs awarded in fiscal 2013, restrictions will lapse on the third anniversary of the grant date. Upon lapse of the applicable restrictions, the vested RSUs will be converted to shares of common stock. For RSUs and PSUs awarded after February 2010, NEOs retain 1/12th of the RSUs and PSUs awarded during the year for each month the NEO remains active. The remaining units are forfeited. The PSUs that are not forfeited convert to shares at the end of the three-year performance period based on the performance metrics.

In the event of disability or retirement, RSUs awarded in fiscal year 2012 and prior will convert to shares on the first business day in the later of January or July following separation from service. For RSUs awarded in fiscal 2013, restrictions will lapse on the third anniversary of the grant date. For RSUs and PSUs awarded after February 2010, NEOs retain 1/12th of the RSUs and PSUs awarded during the year for each month the NEO remains active. The remaining units are forfeited. The PSUs that are not forfeited convert to shares at the end of the three-year performance period based on the performance metrics.

In the event of termination with or without cause or voluntary separation, any vested RSUs will be cashed out. All unvested PSUs and RSUs will be forfeited. The amounts shown in the table correspond to vested RSUs (including RSUs that vest as a result of the termination of employment).

The value of PSUs for each outstanding tranche represents actual achievement relative to the S&P Industrial Sector assuming, in the case of PSUs granted in fiscal years 2012 and 2013, truncated performance measurement periods. The performance period for PSUs granted in fiscal year 2011 ended on October 31, 2013. The final number of shares earned, if any, will be based upon performance as determined by revenue growth and TSR relative to the S&P Industrial Sector at the end of the applicable performance period. See footnotes (4) and (6) to the Outstanding Equity Awards at Fiscal 2013 Year-End table for performance information relating to each outstanding tranche of PSUs.

All amounts shown in the table are based on the closing price for Deere common stock on the NYSE on October 31, 2013, which was $81.84.

(5) In the event of death, disability, or retirement, all outstanding stock options vest immediately. In the case of death, the heirs have one year to exercise options. In the case of disability or retirement, options expire within five years. For option grants to NEOs during or after fiscal 2013, in the year of retirement, a NEO earns 1/12th of the stock options awarded during the year for each month the NEO remains active. The remaining options are forfeited. The amount shown in this table represents the number of stock options multiplied by the difference between the closing price for Deere common stock on the NYSE on October 31, 2013, which was $81.84, and the option exercise price. These outstanding stock options are reported in the Outstanding Equity Awards at Fiscal 2013 Year-End table. In the event of a termination other than for death, disability, or retirement, all outstanding stock options are forfeited.

(6) In all cases, balances held in the U.S. nonqualified deferred compensation plans and the German Deferral Plan are payable to the employee. These amounts are reported in the Fiscal 2013 Nonqualified Deferred Compensation Table under Deferred Plan, German Deferral Plan, and DCRP. Under the German Deferral Plan, the amount payable in the event of death differs from the amount payable under the other scenarios based on the application of the “transforming factors” specified in the plan documentation. The deferred RSUs reported in the Fiscal 2013 Nonqualified Deferred Compensation Table are reported in this table under the column “Stock Awards.”

(7) The present value of the accumulated pension benefit was calculated using the following assumptions:

| – | present value amounts were determined based on a discount rate of
4.6%; |
| --- | --- |
| – | lump
sum distribution amounts were determined using an interest rate of 3.79%
for the Supplementary and Supplemental Plans; |
| – | the
mortality table used for the Salaried Plan was RP2020 except for the
Disability scenario for which the RP2000 Disabled Retiree mortality table
was used; |
| – | the mortality table
used for the Supplementary and Supplemental Plans was RP2020;
and |
| – | pensionable earnings
earned were based on actual base salary and forecasted STI for fiscal
2013. |

51

PART H

Following are additional explanations related to the various scenarios:

| – | Death: This
amount represents the present value of the accrued survivor benefit as of
October 31, 2013. |
| --- | --- |
| – | Disability: This
amount assumes service through age 65 and includes service credit for time
on long-term disability. |
| – | Retirement: For
the NEOs eligible to retire, this amount represents the present value of
the accrued benefits if they were to retire as of October 31,
2013. |

– Termination Without Cause, Termination For Cause, and Voluntary Separation: This amount represents the present value of the accrued benefit as of October 31, 2013.

(8) Since Messrs. Allen, Gilles, and Mack are eligible for early retirement, the scenario for Voluntary Separation is not applicable. Under this scenario, these NEOs would retire.

(9) Since Messrs. Kalathur and Field are not eligible for normal or early retirement, this scenario is not applicable.

Equity Compensation Plan Information

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, 2013:

	Number of Securities		Remaining
Available
	to be Issued Upon		for Future
Issuance
	Exercise of	Weighted-Average	Under
Equity
	Outstanding	Exercise Price of	Compensation
Plans
	Options, Warrants,	Outstanding Options,	(excluding
securities
	and Rights	Warrants, and Rights	reflected in
column (a))
Plan Category	(a)	(b)	(c)
Equity
Compensation Plans Approved by Security Holders	16,888,427	(1)	$64.82	10,376,814	(2)
Equity Compensation Plans Not
Approved by Security Holders	—		—	— (3)
Total	16,888,427		$64.82	10,376,814

(1) This amount includes 1,068,832 PSUs and RSUs awarded under the Omnibus Plan and 100,065 RSUs awarded under the Nonemployee Director Stock Ownership Plan. Under the Omnibus Plan, the PSUs are payable only in stock after the three-year performance period is ended and the RSUs are payable only in stock three to five years after the award is granted or upon retirement. Under the Nonemployee Director Stock Ownership Plan, RSUs are payable only in stock upon retirement. The weighted-average exercise price information in column (b) does not include these units.

(2) This amount includes 469,063 shares available under the Nonemployee Director Stock Ownership Plan for future awards of restricted stock or RSUs and 9,907,751 shares available under the Omnibus Plan. Under the Omnibus Plan, Deere may award shares as performance awards, restricted stock or restricted stock equivalents, or other awards consistent with the purposes of such plan as determined by the 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 that are not approved by stockholders.

Stockholder Proposals and Nominations

Next year’s annual meeting of stockholders will be held on February 25, 2015. 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 15, 2014.

If you would like to present a proposal at next year’s annual meeting or if you would like to nominate one or more directors without inclusion in the proxy statement, you must provide

written notice to the Corporate Secretary at the address below. The Secretary must receive this notice not earlier than October 29, 2014, and not later than November 28, 2014. Nominations of directors may be made at the annual meeting of stockholders only by or at the direction of or authorization by the Board (or any authorized committee of the Board), or by any stockholder entitled to vote at the meeting who complies with the notice procedure described above.

52

Notice of a proposal must include for each matter: (1) a brief description of the business to be brought before the meeting; (2) the reasons for bringing the matter before the meeting; (3) your name and address; (4) the class and number of Deere’s shares owned beneficially or of record by you; (5) whether and the extent to which any derivative or other instrument, transaction, agreement, or arrangement has been entered into by you or on your behalf with respect to Deere’s stock; (6) any material interest you may have in the proposal; and (7) any other information related to you as required to be disclosed in connection with the solicitation of proxies with respect to such business under federal securities laws, as amended from time to time.

Notice of a nomination must include: (1) your name and address; (2) the name, age, business address, residence address, and principal occupation of the nominee; (3) the class, series, and number of Deere’s shares owned beneficially or of record by you and the nominee; (4) whether and the extent to which any derivative or other instrument, transaction, agreement, or arrangement has been entered into by you or on your behalf with respect to Deere’s stock; (5) a description of all agreements or arrangements between you and the nominee regarding the nomination; (6) the nominee’s consent to be elected and to serve;

and (7) any other information related to you as is required to be disclosed in the solicitation of proxies for election of directors under federal securities laws, as amended from time to time. We 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 their 72nd 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.

53

Cost of Solicitation

The Company pays for the Annual Meeting and the solicitation of proxies. In addition to soliciting proxies by mail, the Company has made arrangements with banks, brokers, and other holders of record to send proxy materials to you, and the Company will reimburse them for their expenses in doing so.

We have retained Georgeson Inc., a proxy soliciting firm, to assist in the solicitation of proxies, for an estimated fee of $15,000 plus reimbursement of certain out-of-pocket expenses. In addition to their usual duties, directors, officers, and 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,

Gregory R. Noe Secretary

Moline, Illinois January 13, 2014

54

Appendix A

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 $120,000 during any twelve-month period 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 $120,000 during any
twelve-month period 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 a partner of Deere’s independent
auditor, or was affiliated with or employed in a professional capacity by
Deere’s independent auditor and personally worked on Deere’s
audit; |
| – | 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 an 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. |

In addition, in determining the independence of any director who will serve on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether the director has a relationship to Deere which is material to that director's ability to be independent from management in connection with the duties of a Compensation Committee member, including but not limited to:

| – | the source of
compensation of such director, including any consulting, advisory, or
other compensatory fee paid by Deere to such director; and |
| --- | --- |
| – | whether such
director is affiliated with Deere or an affiliate of
Deere. |

Categorical Standards of Independence The Board 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; |
| --- | --- |
| – | 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;
and |
| – | 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 do not exceed
$100,000. |

A-1

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.

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.

A-2

Appendix B

Deere & Company Reconciliation of Non-GAAP Measures

Short-Term Incentive: As described in the CD&A under “Short-Term Incentive (“STI”),” Operating Return on Operating Assets (“OROA”) and Return on Equity (“ROE”) are the metrics used to measure performance for the STI program. Management believes OROA and ROE are appropriate measures for the performance of the businesses over a short-term period. The OROA and ROE calculations can be summarized as follows, with dollar figures in millions:

(Millions of $)		Agriculture	Construction
OROA Calculation
for	Equipment	and Turf	and
Forestry
Equipment Operations:	Operations	Operations	Operations
Operating
Profit	$ 5,058	$ 4,680	$ 378
Average Identifiable
Assets With Inventories
at Standard Cost (1)	$ 15,924	$ 12,211	$ 3,713
Operating Return
On
Assets With
Inventories
at Standard Cost
(1)	31.8%	38.3%	10.2%
ROE Calculation for Financial
Services
Net Income
Attributable
to Deere &
Company	$ 565
Average Equity (1)	$ 4,073
Return on
Equity	13.9%

(1) In the event of an acquisition where goodwill exceeds $50 million, goodwill is excluded for two years to allow time for integration of the new business. There was no adjustment for goodwill for STI purposes for the fiscal year ended October 31, 2013. Average Identifiable Assets with Inventories at LIFO were $14,569, $11,103 and $3,466 for Equipment Operations, Agriculture and Turf Operations and Construction and Forestry Operations, respectively. OROA with Inventories at LIFO was 34.7%, 42.2% and 10.9% for Equipment Operations, Agriculture and Turf Operations and Construction and Forestry Operations, respectively.

B-1

Mid-Term Incentive: As described in the CD&A under “Mid-Term Incentive (“MTI”),” Shareholder Value Added (“SVA”) is the metric used to measure performance for the MTI program. Management believes SVA is an appropriate measure for the performance of the businesses over a

mid-term period. SVA is, in effect, the pretax profit remaining after subtracting the cost of enterprise capital. The computation of SVA can be summarized as follows for the performance period ended October 31, 2013, with dollar figures in millions:

(Millions of $)	Fiscal Year — 2011		Fiscal Year — 2012		Fiscal Year — 2013
SVA Calculation for Equipment
Operations:
Operating Profit	$ 3,839		$ 4,397		$ 5,058
Average
Identifiable Assets
With Inventories at LIFO	$ 11,516		$ 13,594		$ 14,569
With Inventories at Standard
Cost	$ 12,875		$ 14,965		$ 15,924
Less Estimated Cost of Assets for
MTI (1) (3)	$ (1,545	)	$ (1,795	)	$ (1,911	)
SVA	$ 2,294		$ 2,602		$ 3,147
SVA
Calculation for Financial Services:
Net Income Attributable to Deere
& Company	$ 471		$ 460		$ 565
Operating
Profit	$ 725		$ 712		$ 870
Average Equity (3)	$ 3,194		$ 3,470		$ 4,073
Less Cost of
Equity (2)	$ (492	)	$ (538	)	$ (627	)
SVA	$ 233		$ 174		$ 243
Deere Enterprise
SVA	$ 2,527		$ 2,776		$ 3,390
Total SVA for Three-Year Performance Period Ending
2013					$ 8,693

(1) For purposes of determining SVA, the equipment segments are assessed a pretax cost of assets, which on an annual basis is generally 12% of the segment’s average identifiable operating assets during the applicable period with inventory at standard cost (believed to more closely approximate the current cost of inventory and the company’s investment in the asset).

(2) For SVA, Financial Services is assessed an annual pretax cost of average equity of approximately 15%.

(3) In the event of an acquisition where goodwill exceeds $50 million, goodwill is excluded for two years to allow time for integration of the new business. There was no adjustment for goodwill for MTI purposes for the fiscal years ended October 31, 2011, 2012 or 2013.

B-2

Directions to the Deere & Company World Headquarters

One John Deere Place, Moline, Illinois 61265-8098

The annual meeting of stockholders on Wednesday, February 26, 2014 will be held at 10:00 a.m. Central Standard Time 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.

Print Information (YY-MM)

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

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 Broadridge, 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 card.

VOTE IN PERSON Submit your voting instructions at the meeting by filling out a ballot which, upon request, will be provided to you during the meeting.

| TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS FOLLOWS: | |
| --- | --- |
| M63892-P44004-Z61751 | KEEP THIS PORTION
FOR YOUR RECORDS |
| | DETACH AND RETURN THIS PORTION
ONLY |
| THIS PROXY CARD IS VALID
ONLY WHEN SIGNED AND DATED. | |

| DEERE
& COMPANY | | | | |
| --- | --- | --- | --- | --- |
| Vote on
Directors | | | | |
| The Board of Directors
recommends a vote FOR all Nominees. | | | | |
| | | For | Against | Abstain |
| 1a. | Election of Director: Samuel R.
Allen | ¨ | ¨ | ¨ |
| 1b. | Election of Director: Crandall
C. Bowles | ¨ | ¨ | ¨ |
| 1c. | Election of Director: Vance D.
Coffman | ¨ | ¨ | ¨ |
| 1d. | Election of Director: Charles O.
Holliday, Jr. | ¨ | ¨ | ¨ |
| 1e. | Election of Director: Dipak C.
Jain | ¨ | ¨ | ¨ |
| 1f. | Election of Director: Clayton M.
Jones | ¨ | ¨ | ¨ |
| 1g. | Election of Director: Joachim
Milberg | ¨ | ¨ | ¨ |
| 1h. | Election of Director: Richard B.
Myers | ¨ | ¨ | ¨ |
| 1i. | Election of Director: Gregory R.
Page | ¨ | ¨ | ¨ |
| 1j. | Election of Director: Thomas H.
Patrick | ¨ | ¨ | ¨ |
| 1k. | Election of Director: Sherry M.
Smith | ¨ | ¨ | ¨ |

| Vote on
Proposals | | | | |
| --- | --- | --- | --- | --- |
| The Board of Directors
recommends a vote FOR items 2 and 3: | | | | |
| | | For | Against | Abstain |
| 2. | Advisory
vote on executive compensation | ¨ | ¨ | ¨ |
| 3. | Ratification
of the appointment of Deloitte & Touche LLP as Deere's independent
registered public accounting firm for fiscal 2014 | ¨ | ¨ | ¨ |
| For address
changes and/or comments, please check this box and write them on the back
where indicated. | | | | ¨ |

(Please sign, date, and return this proxy in the enclosed postage prepaid envelope.)

To receive your materials electronically in the future, please enroll at www.proxyvote.com.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Dear Stockholders:

It is a pleasure to invite you to the 2014 Annual Meeting of Stockholders of Deere & Company. The meeting will be held at 10 A.M. Central Time on Wednesday, February 26, 2014, at the Deere & Company World Headquarters, One John Deere Place, Moline, Illinois.

The enclosed Notice of Meeting and Proxy Statement covers the formal business of the meeting, which includes election of the named directors, one proposal, the ratification of the independent registered public accounting firm for fiscal 2014, and any other business that properly comes before the meeting. The rules of conduct for the meeting include the following:

| 1. | No cell phones, 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. |
| 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. Voting results
will be included in a Form 8-K filed with the Securities and Exchange
Commission on or around March 3, 2014. |
| 5. | Pagers and similar devices
should be silenced. |

The Proxy Statement and Annual Report to stockholders are available on Deere's Internet site at www.JohnDeere.com/stock.

Detach Proxy Card Here
6	6
M63893-P44004-Z61751

DEERE & COMPANY PROXY - ANNUAL MEETING / FEBRUARY 26, 2014

Solicited by the Board of Directors for use at the Annual Meeting of Stockholders of Deere & Company on February 26, 2014.

The undersigned appoints each of Samuel R. Allen and Gregory R. Noe, 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. The proxies will vote as the Board of Directors recommends where a choice is not specified.

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.

| |
| --- |
| (If you noted any Address
Changes/Comments above, please mark corresponding box on the reverse
side.) |