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. )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]

Check the appropriate box:
[x]  Preliminary Proxy Statement                  [_] Soliciting Material Under Rule
[_]  Confidential, For Use of the                        14a-12
       Commission Only (as permitted
       by Rule 14a-6(e)(2))
[_]  Definitive Proxy Statement
[_]  Definitive Additional Materials

DEERE & COMPANY
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[x]  No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)  Title of each class of securities to which transaction applies:
____________________________________________________________________________________
2)  Aggregate number of securities to which transaction applies:
3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
     amount on which the filing fee is calculated and state how it was determined):
4)  Proposed maximum aggregate value of transaction:
____________________________________________________________________________________
5)  Total fee paid:
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
      the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or
      schedule and the date of its filing.
____________________________________________________________________________________
      1) Amount previously paid:
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      2) Form, Schedule or Registration Statement No.:
____________________________________________________________________________________
      3) Filing Party:
____________________________________________________________________________________
      4) Date Filed:

Dear Stockholders:

It is a pleasure to invite you to the 2010 Annual Meeting of Stockholders of Deere & Company. The meeting will be held at 10 A.M. Central Time on Wednesday, February 24, 2010, at the Deere & Company World Headquarters, One John Deere Place, Moline, Illinois.

The enclosed Notice of the Meeting and Proxy Statement covers the formal business of the meeting, which includes election of the named Directors, three company proposals, the ratification of the independent registered public accounting firm for fiscal 2010, three stockholder proposals 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. Final results will be included in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the second quarter of fiscal 2010.

 
5.

Pagers and similar devices should be silenced.

    Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on February 24, 2010: The proxy statement and annual report to security holders are available on Deere's Internet site at www.JohnDeere.com/stock.

 

Detach Proxy Card Here
q        q

   
M18656-P87363



DEERE & COMPANY
PROXY- ANNUAL MEETING / 24 FEBRUARY 2010

Solicited by the Board of Directors for use at the Annual Meeting of Stockholders of Deere & Company on February 24, 2010.

The undersigned appoints each of Robert W. Lane 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.

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.

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


 

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
















YOUR VOTE IS IMPORTANT.
THANK YOU FOR VOTING! 

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

 
VOTE BY TELEPHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

 
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
 
VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Deere & Company, c/o 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.


 
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
M18655-P87363 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 o o o
 
1b. Election of Director:       Aulana L. Peters o o o
 
1c. Election of Director:       David B. Speer o o o
 
 



 

 
 
   
   

 

  

Vote on Proposals


The Board of Directors recommends a vote FOR the following proposals:

 		 For   Against   Abstain
2.  

Company Proposal #1 - Amend Restated Certificate of Incorporation to Provide for Annual Election of all Directors

        o o o
 
3.  

Company Proposal #2 - Amend the John Deere Omnibus Equity and Incentive Plan

o o o
 
4.  

Company Proposal #3 - Re-approve the John Deere Short-Term Incentive Bonus Plan

o o o
 
5.  

Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2010

 o o o
 

The Board of Directors recommends a vote AGAINST the following proposals:

 For   Against   Abstain
 
6.  

Stockholder Proposal #1 - CEO Pay Disparity

 o o o
 
7.  

Stockholder Proposal #2 - Advisory Vote on Executive Compensation

o o o
 
8.  

Stockholder Proposal #3 - Separation of CEO and Chairman Responsibilities

 o o o
 
    

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

    o
 

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

 

To receive your materials electronically in the future, please go to www.icsdelivery.com/de to enroll.


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