The validity of the shares offered under
the Registration Statement is being passed upon for Deere by Mary K.W. Jones, Senior Vice President, General Counsel and Public
Affairs of Deere. Ms. Jones is an officer and employee of Deere and, as such, participates in various stock benefit plans of Deere,
including the 2020 Plan and the Prior Plan, on the same basis as other similarly eligible employees. By reason of such participation,
Ms. Jones owns and holds options to purchase, restricted stock units, performance stock units and shares of Deere’s Common
Stock.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated under the laws
of the State of Delaware. Section 145 of the General Corporation Law of Delaware (the “DGCL”) authorizes a corporation
to indemnify directors and officers under certain circumstances and, subject to certain limitations, against certain costs and
expenses, including attorneys’ fees, actually and reasonably incurred in connection with any action, suit or proceeding,
whether civil, criminal, administrative or investigative, to which any
of them is a party by reason of his or her being a director
or officer of the corporation if it is determined that he or she acted in accordance with the applicable standard of conduct set
forth in such statutory provision.
Article Seven of the Certificate of Incorporation
of Deere provides generally that Deere may indemnify Deere’s directors and officers to the fullest extent authorized by the
DGCL, except as to any action, suit or proceeding brought by or on behalf of a director or officer without prior approval of Deere’s
Board of Directors.
Article Nine of the Bylaws of Deere provides
generally that the Company will indemnify any person who was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action
by or in the right of Deere), by reason of the fact that such person is or was a director or officer of the Company, or is or was
a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
Deere has contracts of indemnification
with its directors and officers providing that they shall be indemnified to the fullest extent permitted by law. The contracts
also provide that: (1) in the event of a change in control, determinations concerning indemnification shall thereafter be made
by independent counsel, instead of the board of directors; (2) if indemnification is not available, in whole or in part, contribution
shall be paid by Deere in a proportion based upon the relative benefits to, and relative fault of, Deere and the director or officer
in the action or inaction, and other equitable considerations; and (3) any legal action brought by or on behalf of Deere against
any director or officer party to such contract shall be brought within the shorter of two years from the date of accrual of such
cause of action or the applicable period of limitations for such cause of action.
The directors and officers of Deere are
insured, under policies of insurance maintained by Deere, within the limits and subject to the limitations of the policies, against
certain expenses that arise in connection with the defense of actions, suits or proceedings to which they are parties by reason
of being or having been such directors or officers.
The foregoing summaries are necessarily
subject to the complete text of the DGCL statute, Deere’s Certificate of Incorporation and Bylaws, the indemnification agreements
and the policies of insurance maintained by Deere, and are qualified in their entirety by reference thereto.
Item 9. Undertakings.
(a) Rule 415 Offering.
Deere hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
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provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(b) Filings Incorporating
Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)-(g) Not applicable.
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(h)
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Request for Acceleration of Effective Date or Filing of Registration Statement Becoming Effective Upon Filing.
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Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(i)-(k) Not applicable.