Early Retirement Agreement

EARLY RETIREMENT AGREEMENT
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This Early Retirement Agreement is between Ferdinand F. Korndorf, an individual, and Deere & Company, a Delaware corporation (the "Company").


WHEREAS, Mr. Korndorf has requested through the use of his deferred, accrued, newly earned, and unused vacation, to conclude his active employment beginning 01 August 2001 and thereafter to retire, effective 28 February 2002, under the terms and conditions of the John Deere Pension Plan for Salaried Employees, the undersigned parties have agreed to settle any actual or potential dispute now and forever with respect to Mr. Korndorf's employment or election to retire.


NOW THEREFORE, in consideration for the promises above and the covenants and undertakings expressed below and those expressed in the Non-Competition Agreement executed contemporaneously and attached and incorporated by reference herein, the undersigned parties agree as follows:


1. In consideration for:


(A) cash payment. The payment of $1,139,010.00 as a lump sum payment
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(less applicable withholdings) on 1 March 2002;


(B) insurance benefits. The continuation of health, accident, and life
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insurance benefits, at the employee-contributory rate through 31
August 2004 (as provided under and subject to the terms,
conditions, restrictions, and limitations of the applicable
benefit plans), said employee-contributory payments to be made by
Mr. Korndorf to the Company by the first calendar day of each of
the 30 months;


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(C) Performance Bonus. The continuation of eligibility for
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payment of a Performance Bonus, if such a Bonus is paid for
fiscal year 2001, and on a prorated basis through 28
February 2002 if one is paid for fiscal year 2002, and
thereafter from 01 March 2002 through 31 August 2004
calculated and paid on a prorated basis at the higher of the
target percentage rate of 70% of current base salary or
actual award for each of those years, payable in January
following the close of each fiscal year 2002, 2003 and 2004
in accordance with the plan's terms and conditions;


(D) long term incentive award. Eligibility for the December 2001
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long term incentive award delivered at Mr. Korndorf's choice
as either (a) stock options equal to eight times current
annual base salary divided by the share price on the date of
grant or (b) a lump sum cash payment equal to the
Black-Scholes value of the same number of stock options as
in (a) above, with a default to choice (a) unless Mr.
Korndorf's notification of his choice being (b) is delivered
in writing or via e-mail to the Company on or before 05
December 2001, and with a lump sum cash payment, if elected,
delivered to Mr. Korndorf on 15 January 2002;


(E) relocation allowance. Payment of expenses for the sale of
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Mr. Korndorf's residence located at 6075 Shadowbrook Drive,
Bettendorf, Iowa and for the costs associated with
relocation, including, purchase, if necessary, by the
Company of said residence, movement of


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household goods to a new primary residence more than fifty miles
outside the Quad Cities metropolitan area, for the time period
beginning 01 August 2001 and ending on 31 August 2004, for
relocation within the continental United States, unless
re-employment occurs during that period and Mr. Korndorf's new
employer provides the same relocation benefits, in which case,
this provision becomes null and void. Mr. Korndorf shall provide
the Company a summary of the relocation benefits provided by such
new employer;


(F) executive career continuation. Career continuation services,
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including coverage of reasonable and necessary travel expenses to
and from Chicago for that purpose, for up to twelve months from
the date on which Mr. Korndorf shall engage such services, but in
no event commencing later than 1 March 2002;


(G) life insurance benefits. Payment upon Mr. Korndorf's death
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between 28 February 2002 and 31 August 2009, of a supplemental
amount equal to $715,608.00, representing the difference between
his retirement life insurance benefit and two times his present
base annual salary, unless re-employment occurs during that
period and Mr. Korndorf's new employer provides the same level of
coverage, in which case this provision becomes null and void. Mr.
Korndorf shall provide the Company a summary of the life
insurance benefits coverage provided by such new employer. Said
payment to be made to Mr. Korndorf's beneficiaries designated
herein as follows: to


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Bernadette Korndorf, his wife, as his primary beneficiary
("Beneficiary"), unless she should predecease him, in which case
to his then living descendents, per stirpes, as his contingent
beneficiaries, with the foregoing designation of beneficiaries
remaining subject to change upon written notice by Mr. Korndorf
to the Company;


(H) restricted stock. Eligibility, in accordance with the terms and
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conditions of the applicable Committee on Compensation of the
Board of Directors Resolution, for the December 1998 retention
grant of 11,528 shares of restricted stock vesting in December
2001 and on a prorated basis through 28 February 2002, the
retention grant of 11,528 shares of stock vesting in December
2002, forfeiture of the remaining portion of the grant vesting in
December 2002 and all of the grant vesting in December 2003
unless the forfeiture is otherwise reversed by the Committee on
Compensation during the September 2001 meeting, in line with the
agreement between Mr. Korndorf and Mr. Robert Lane, Chief
Executive Officer of the Company, for review and consideration of
Mr. Korndorf's request for waiver of the retention requirements
set forth by the Committee at the time of the grant, said
agreement being memorialized in the correspondence from Robert
Lane to Mr. Korndorf, a true and accurate copy of said
correspondence being attached to this Agreement and incorporated
herein by reference;


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(I) company equipment loan program. Eligibility for continued
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participation in the John Deere Executive Equipment Loan Program
through 31 August 2004, at which point the loaned equipment in
Mr. Korndorf's possession will be returned to the Company, unless
Mr. Korndorf chooses to purchase the equipment under the same
terms as those offered other participants in the Program at the
time of their retirement, which is at a predetermined discount
based on the age of said equipment at the time of purchase.
Should Mr. Korndorf sell his Apple River Lake residence, where he
utilizes the loaned equipment, prior to 31 August 2004, such
equipment will be returned to the Company at that time, with the
same purchase provision;


(J) use of Company computer equipment. At the Company's sole
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election, through 28 February 2002, continued use of Company
computer equipment, currently in Mr. Korndorf's possession, and
access to Company e-mail, at which time both access shall cease
and the aforementioned property shall be returned to the Company.
A listing of said Company equipment applying to this provision is
attached to this Agreement and incorporated herein by reference,
and;


(K) miscellaneous. The other items set forth in this Agreement; Mr.
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Korndorf, his heirs, representatives, successors, and assigns
hereby fully and forever release and discharge the Company, its
subsidiary and affiliated companies, and their respective
officers,


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directors, employees, successors and assigns from any
and all demands, claims, charges, or suits, known or
unknown, which he, his heirs, representatives,
successors, or assigns have or may have against the
Company, its subsidiary or affiliated companies, their
respective officers, directors, employees, successors or
assigns relating in any manner whatsoever to Mr.
Korndorf's employment or election to retire, regardless
of what the claims are based upon and whether such
claims arise or could arise under common law, contract,
tort, the labor laws or employment discrimination laws,
such as Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, the Age Discrimination
in Employment Act, the Illinois Civil Rights Act, ERISA,
or under any other statute, rule, ordinance, or
administrative regulation, whether of federal, state or
local origin.


This provision means that Mr. Korndorf, his heirs,
representativ ...