DEERE & COMPANY

                           Medium-Term Notes, Series D

                Due from 9 Months to 30 Years from Date of Issue





                             DISTRIBUTION AGREEMENT





                                 March 30, 2001





MERRILL LYNCH, PIERCE, FENNER & SMITH

                        INCORPORATED

North Tower

4 World Financial Center

250 Vesey Street

New York, New York 10080



GOLDMAN, SACHS & CO.

85 Broad Street

New York, New York  10004



Dear Sirs:



         Deere & Company, a Delaware corporation (the "Company"), confirms its

agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman,

Sachs & Co. (each, an "Agent", and collectively, the "Agents"), with respect to

the issue and sale by the Company of its Medium-Term Notes, Series D, Due from 9

Months to 30 Years from Date of Issue described herein (the "Notes"). The Notes

may be issued as senior indebtedness (the "Senior Notes") or as subordinated

indebtedness (the "Subordinated Notes") of the Company. The Senior Notes are to

be issued as a series under an indenture, dated as of October 1, 1998 (the

"Senior Indenture"), between the Company and The Chase Manhattan Bank (successor

by merger to The Chase Manhattan Bank (National Association)), trustee (the

"Senior Trustee") and the Subordinated Notes are to be issued as a series under

an indenture, dated as of March 15, 1999 (the "Subordinated Indenture", and

together with the Senior Indenture, the "Indentures"), between the Company and

The Bank of New York, trustee (the "Subordinated Trustee", and together with the

Senior Trustee, the "Trustees"). As of the date hereof, the Company has

authorized the issuance and sale of up to U.S. $950,000,000 aggregate principal

amount (or its equivalent, based upon the applicable exchange rate at the time

of the applicable trade date, in one or more foreign currencies or currency

units or composite currencies designated by the Company) of Notes through or to

one or more of the Agents pursuant to the terms of this Agreement and pursuant

to the Distribution Agreement of even date herewith by and between John Deere

B.V., a corporation duly organized and existing under the laws of The

Netherlands ("JDBV"), the Company and the Agents with respect to the issue and

sale by JDBV of its Medium-Term Notes Due from 9 Months to 30 Years from Date of

Issue Unconditionally Guaranteed by Deere & Company. It is understood, however,

that the Company may from time to time authorize the issuance of additional

Notes and that such additional Notes may be sold through or to one or





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more of the Agents pursuant to the terms of this Agreement, all as though the

issuance of such Notes were authorized as of the date hereof.



         This Agreement provides both for the sale of Notes by the Company

through the Agents directly to purchasers, in which case the Agents will act as

agents of the Company in soliciting purchases of the Notes, and (as may from

time to time be agreed to by the Company and an Agent) to an Agent as principal

for resale to investors and other purchasers. In addition, notwithstanding

anything herein to the contrary, the Company may, without the consent of the

Agents, solicit or accept offers to purchase Notes from any person for their

account ("direct placements"). It is understood that the Agents are not acting

as agents of the Company in direct placements.



         The Company has filed with the Securities and Exchange Commission (the

"SEC") registration statements on Form S-3 (No. 333-47264) and post-effective

amendment No. 1 to the registration statement No. 333-54149 for the registration

of debt securities, including the Notes, warrants to purchase such debt

securities, preferred stock, depositary shares, common stock, warrants to

purchase common stock, currency, indexed and other warrants of the Company as

well as guaranteed debt securities of John Deere B.V., under the Securities Act

of 1933, as amended (the "1933 Act"), and the offering thereof from time to time

in accordance with Rule 415 of the rules and regulations of the SEC under the

1933 Act (the "1933 Act Regulations"). Registration statement on Form S-3 (No.

333-47264) and post-effective amendment No. 1 to the registration statement No.

333-54149 have been declared effective by the SEC and each Indenture has been

qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act").

Such registration statements (and any further registration statements which may

be filed by the Company for the purpose of registering additional Notes and in

connection with which this Agreement is included as an exhibit) and the

prospectuses constituting a part thereof, and any prospectus supplements

relating to the Notes, including all documents incorporated therein by

reference, as from time to time amended or supplemented by the filing of

documents pursuant to the Securities Exchange Act of 1934, as amended (the "1934

Act"), or as otherwise amended or supplemented pursuant to the 1933 Act or

otherwise, are referred to herein collectively as the "Registration Statement"

and the "Prospectus", respectively, except that if any revised prospectus shall

be provided to the Agents by the Company for use in connection with the offering

of the Notes which is not required to be filed by the Company pursuant to Rule

424(b) of the 1933 Act Regulations, the term "Prospectus" shall refer to such

revised prospectus from and after the time it is first provided to the Agents

for such use.



SECTION 1. APPOINTMENT AS AGENTS.



         (a) APPOINTMENT OF AGENTS. Subject to the terms and conditions stated

herein and subject to the reservation by the Company of the right to sell Notes

directly on its own behalf, without the consent of the Agents, the Company

hereby (i) appoints the Agents as agents for the purpose of soliciting purchases

of Notes from the Company by others and (ii) agrees that whenever the Company

determines to sell Notes directly to an Agent as principal for resale to others,

it will enter into a Terms Agreement (hereafter defined) relating to such sale

in accordance with the provisions of Section 3(b) hereof. Subject to the

provisions of Section 3(b), the Agents are not authorized to appoint sub-agents

or to engage the services of any other broker or dealer in connection with the

offer or sale of the Notes. The Company may, without the





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consent of the Agents, appoint other persons as agents for the purpose of

soliciting purchases of Notes from the Company by others; PROVIDED, HOWEVER,

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