Exhibit 4.2
CUSIP NO. 244199 BD6
DEERE & COMPANY
5.375% NOTE DUE 2029
Unless this certificate is presented by an
authorized representative of The Depository Trust Company (55 Water
Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment, and such certificate
issued is registered in the name of CEDE & CO., or such
other name as requested by an authorized representative of the
Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered
owner hereof, CEDE & CO., has an interest
herein.
Unless and until this certificate is exchanged
in whole or in part for Notes in certificated form, this
certificate may not be transferred except as a whole by the
Depository to a nominee thereof or by a nominee thereof to the
Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor of the Depository or
a nominee of such successor.
DEERE & COMPANY, a Delaware
corporation (herein referred to as the “Company”, which
term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal
sum of
$[ ]
on October 16, 2029 (the “Maturity Date”) and to
pay interest thereon from October 16, 2009 or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on April 16 and
October 16 in each year (each, an “Interest Payment
Date”), commencing April 16, 2010, at 5.375% per annum
until the principal hereof is paid or duly provided for.
Any payment of principal or interest
required to be made on a day that is not a Business Day need not be
made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on such day and no
interest shall accrue as a result of such delayed payment.
Interest payable on each Interest Payment Date will include
interest accrued from and including October 16, 2009 or from
and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, to
but excluding such Interest Payment Date.
The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person (the
“Holder”) in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
the 15 th day (whether or not a Business Day)
preceding such Interest Payment Date (a “Regular Record
Date”). Any such interest not so punctually paid or
duly provided for (“Defaulted Interest”) will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business
on a special record date (the “Special Record Date”)
for the payment of such Defaulted Interest to be fixed by the
Trustee (referred to herein), notice whereof shall be given to the
Holder of this Note not less than ten days prior to such Special
Record Date, or may be paid at any time in any other lawful manner,
all as more fully provided in the Indenture.
For purposes of this Note,
“Business Day” means any day that is not a Saturday or
Sunday and that, in The City of New York, is not a day on which
banking institutions are authorized or obligated by law or
executive order to close.
Payment of the principal of this
Note on the Maturity Date will be made against presentation of this
Note at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private
debts. So long as this Note remains in book-entry form, all
payments of principal and interest will be made by the Company in
immediately available funds.
General . This Note is one of a duly authorized
issue of securities (herein called the “Securities”) of
the Company, issued and to be issued in one or more series under an
indenture, dated as of September 25, 2008, as it may be
supplemented from time to time (herein called the
“Indenture”), between the Company and The Bank of New
York Mellon, Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture with
respect to a series of which this Note is a part), to which
Indenture and all indentures
2
supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and
