SECURITIES AND EXCHANGE COMMISSION
 
                         Washington, D.C.  20549
 
 
                                _________
 
                                FORM 8-K
 
                             CURRENT REPORT
 
 
                 Pursuant to Section 13 or 15(d) of the
 
                     Securities Exchange Act of 1934
 
                     Date of Report:  July 13, 1995
                    (Date of earliest event reported)
 
                     JOHN DEERE CAPITAL CORPORATION
           (Exact name of registrant as specified in charter)
 
                                DELAWARE
             (State or other jurisdiction of incorporation)
 
                                 1-6458
                        (Commission File Number)
 
                               36-2386361
                    (IRS Employer Identification No.)
 
                                Suite 600
                     First Interstate Bank Building
                           1 East First Street
                           Reno, Nevada 89501
          (Address of principal executive offices and zip code)
 
                              (702)786-5527
          (Registrant`s telephone number, including area code)
 
                 _______________________________________
 
                           Page 1 of 58 pages.
                     The Exhibit Index appears at Page 4
 Item 7.  Financial Statements, Pro Forma Financial Information
and Exhibits.
 
 
 (c) Exhibits
 
     1.1  Distribution agreement.
 
     1.2  Proposed form of underwriting agreement basic
provisions and terms
           agreement.
 
  
Signature
 
 Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has
 duly caused this report to be signed on its behalf by the
undersigned hereto duly
 authorized.
 
                              JOHN DEERE CAPITAL CORPORATION
 
 
 
                               By:  /s/ M. P. Orr               
                                   M. P. Orr, President 
 
 Dated:  July 13, 1995
 
  
                              EXHIBIT INDEX 
 
 
                                                            
 Sequential
 Number and Description of Exhibit                          Page
Number
 
 
 1.1 Distribution agreement.                                5
 
 1.2 Proposed form of underwriting agreement 
     basic provisions and terms agreement.                  35
 
 
  
                                                               
Exhibit 1.1


                      JOHN DEERE CAPITAL CORPORATION
                        Medium-Term Notes, Series C
             Due from 9 Months to 30 Years from Date of Issue
                                     
                                     
                          DISTRIBUTION AGREEMENT




                                                  July 13, 1995




MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York  10281-1310

GOLDMAN, SACHS & CO. 
85 Broad Street
New York, New York  10004

SALOMON BROTHERS INC
7 World Trade Center
New York, New York  10048

Dear Sirs:

     John Deere Capital Corporation, a Delaware corporation (the
"Company"), confirms its
agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated,
Goldman, Sachs & Co. and Salomon Brothers Inc (each, an "Agent",
and collectively, the
"Agents"), with respect to the issue and sale by the Company of
its Medium-Term Notes,
Series C, 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 June 15, 1995 (the
"Senior Indenture"), between the
Company and The Chase Manhattan Bank (National Association), as
trustee (the "Senior
Trustee") and the Subordinated Notes are to be issued as a series
under an indenture, dated as
of June 15, 1995 (the "Subordinated Indenture", and together with
the Senior Indenture, the
"Indentures"), between the Company and The First National Bank of
Chicago, as 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. $1,068,850,000
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
the Agents pursuant to
the terms of this Agreement.  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 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 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 (Nos. 33-66082 and 33-60383)
and post-effective
amendment No. 1 to the registration statement No. 33-66082 for
the registration of debt
securities, including the Notes, and warrants to purchase such
debt securities, 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. 33-60383) and post-
effective amendment No. 1 to the registration statement on Form
S-3 (No. 33-66082) 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.

     The Company and the Agents acknowledge that the Distribution
Agreement, dated
August 6, 1993, between the Company and the Agents is hereby
terminated subject to the
provisions of Section 12(c) and Section 14 thereof.


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
the agents for the purpose of soliciting purchases of the 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 consent of the Agents, appoint other
persons as agents for the
purpose of soliciting purchases of the Notes from the Company by
others; provided, however,
that in the event that the Company so appoints one or more other
persons, the Company and
such person or persons shall execute a counterpart to this
Agreement, whereupon from and
after the date of such execution, the term "Agent" shall include
such person or persons and
such person or persons shall be subject to the terms and
conditions stated herein.

          B.   Best Efforts Solicitations; Right to Reject
Offers.  Upon receipt of
instructions from the Company, each Agent will use its best
efforts to solicit purchases of
such principal amount of the Notes as the Company and such Agent
shall agree upon from
time to time during the term of this Agreement, it being
understood that the Company shall
not approve the solicitation of purchases of Notes in excess of
the amount which shall be
authorized by the Company from time to time.  Each Agent will
communicate to the
Company, orally or in writing, each offer to purchase Notes,
other than those offers rejected
by such Agent.  Each Agent shall have the right, in its
discretion reasonably exercised, to
reject any proposed purchase of Notes, in whole or in part, and
any such rejection shall not be
deemed a breach of such Agent's agreement contained herein.  The
Company may accept or
reject any proposed purchase of the Notes, in whole or in part.

          C.   Solicitations as Agent; Purchases as Principal. 
In soliciting purchases of
the Notes on behalf of the Company, each Agent shall act solely
as agent for the Company
and not as principal.  Each Agent shall make reasonable efforts
to assist the Company in
obtaining performance by each purchaser whose offer to purchase
Notes has been solicited by
such Agent and accepted by the Company.  Such Agent shall not
have any liability to the 
Company in the event that any such purchase is not consummated
for any reason; provided,
however, that the foregoing shall not relieve any Agent for any
liability such Agent may have
from a breach of its obligations hereunder.  The Agents shall not
have any obligation to
purchase Notes from the Company as principal, but an Agent may
agree from time to time to
purchase Notes as principal.  Any such purchase of Notes by an
Agent as principal shall be
made pursuant to a Terms Agreement in accordance with the
provisions of Section 3(b)
hereof.

          D.   Reliance.  The Company and the Agents agree that
any Notes the
placement of which an Agent arranges shall be placed by such
Agent, and any Notes
purchased by an Agent shall be purchased, in reliance upon the
representations, warranties,
covenants and agreements of the Company contained herein and on
the terms and conditions
and in the manner provided herein.


SECTION 2.     Representations and Warranties.

          A.   The Company represents and warrants to each Agent
as of the date
hereof, as of the date of each acceptance by the Company of an
offer for the purchase of
Notes (whether through such Agent as agent or to such Agent as
principal), as of the date of
each delivery of Notes (whether through such Agent as agent or to
such Agent as principal)
(the date of each such delivery to an Agent as principal being
hereafter referred to as a
"Settlement Date"), and as of the times referred to in Section
7(b) hereof (each of the times
referenced above being referred to hereafter as a "Representation
Date") as follows:

               a.   The Registration Statement and the
Prospectus, at the time the
     Registration Statement became effective, complied and, as of
the applicable
     Representation Date, will comply in all material respects
with the requirements of the
     1933 Act, the 1933 Act Regulations and the 1939 Act and the
rules and regulations of
     the SEC promulgated thereunder.  The Registration Statement,
at the time the
     Registration Statement became effective, did not, and, at
each time thereafter at which
     any amendment to the Registration Statement becomes
effective and any Annual
     Report on Form 10-K is filed by the Company with the SEC and
as of each
     Representation Date, will not, include any untrue statement
of a material fact or omit
     to state any material fact required to be stated therein or
necessary to make the
     statements therein not misleading.  The Prospectus, as of
the date hereof, does not, and
     as of each Representation Date, will not, include an untrue
statement of a material fact
     or omit to state a material fact necessary in order to make
the statements therein, in
     light of the circumstances under which they were made, not
misleading; provided, 
     however, that the representations and warranties in this
subsection shall not apply to
     statements in or omissions from the Registration Statement
or Prospectus made in reli-
     ance upon and in conformity with information furnished to
the Company in writing by
     any Agent expressly for use in the Registration Statement or
Prospectus or to that part
     of the Registration Statement which constitutes the
Statements of Eligibility under the
     1939 Act on Form T-1 of each Trustee under the applicable
Indenture.

               b.   The financial statements and the supporting
schedules included
     or incorporated by reference in the Registration Statement
and Prospectus present
     fairly the financial position of the Company and its
subsidiaries on a consolidated
     basis, as at the dates indicated, and the respective results
of operations for the periods
     specified, in conformity with generally accepted accounting
principles applied on a
     consistent basis during the periods involved.  

               c.   The documents incorporated by reference in
the Prospectus, at
     the time they were or hereafter are filed with the SEC,
complied or when so filed will
     comply, as the case may be, in all material respects with
the requirements of the 1934
     Act and the rules and regulations thereunder, and, when read
together and with the
     other information in the Prospectus, do not and will not
include an untrue statement of
     a material fact or omit to state a material fact required to
be stated therein or necessary
     to make the statements therein, in the light of the
circumstances under which they are
     made, not misleading.

               d.   Since the respective dates as of which
information is given in the
     Registration Statement and the Prospectus, except as may
otherwise be stated in or
     contemplated by the Registration Statement and Prospectus,
(A) there has not been any
     material adverse change in the financial condition of the
Company and its subsidiaries
     considered as one enterprise, or in the results of
operations or business prospects of the
     Company and its subsidiaries considered as one enterprise,
whether or not arising in
     the ordinary course of business and (B) there have not been
any transactions entered
     into by the Company or its subsidiaries other than (1)
transactions in the ordinary
     course of business including borrowings for the acquisition
of receivables and other
     operations or (2) transactions which are not material in
relation to the Company and its
     subsidiaries considered as one enterprise.

               e.  The Company has been duly incorporated and is
validly existing as a
     corporation in good standing under the laws of the State of
Delaware with power and
     authority to own, lease and operate its properties and
conduct its business as described
     in the Registration Statement.  

               f.   The execution and delivery of this Agreement
and each Indenture
     and the consummation of the transactions contemplated herein
and therein have been
     duly authorized by all necessary corporate action and will
not result in any breach of
     any of the terms, conditions or provisions of, or constitute
a default under, or result in
     the creation or imposition of any lien, charge or
encumbrance upon any property or
     assets of the Company or its parent company, Deere & Company
("Deere"), pursuant
     to any indenture, loan agreement, contract or other
agreement or instrument to which
     the Company or Deere is a party or by which the Company or
Deere may be bound or
     to which any of the property or assets of the Company or
Deere is subject, nor will
     such action result in any violation of the provisions of the
charter or by-laws of the
     Company or, to the best of its knowledge, any order, rule or
regulation applicable to
     the Company of any court or of any federal, state or other
regulatory authority or other
     governmental body having jurisdiction over the Company.

               g.   The Notes have been duly authorized for
issuance and sale
     pursuant to this Agreement and, when issued, authenticated
and delivered pursuant to
     the provisions of this Agreement and of the applicable
Indenture against payment of
     the consideration therefor in accordance with this
Agreement, the Notes will be valid
     and legally binding obligations of the Company enforceable
in accordance with their
     terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or
     other laws relating to or affecting enforcement of
creditors' rights or by general equity
     principles and will be entitled to the benefits of the
applicable Indenture.

               h.   The statements in the Prospectus under the
caption "Description
     of Notes" and "Description of Debt Securities", insofar as
they purport to summarize
     certain provisions of documents specifically referred to
therein, are accurate summaries
     of such provisions.  

               i.   The accountants who certified the financial
statements included
     or incorporated by reference in the Registration Statement
and the Prospectus are
     independent public accountants within the meaning of the
1933 Act and the 1933 Act
     Regulations.

               j.   The Notes, when issued, authenticated and
delivered pursuant to
     the provisions of this Agreement and the applicable
Indenture, will be excluded or
     exempted from the provisions of the Commodity Exchange Act.

          B.   Additional Certifications.  Any certificate signed
by any officer of the
Company and delivered to the Agents or to counsel for the Agents
in connection with an
offering of Notes or the sale of Notes to an Agent as principal
shall be deemed a
representation and warranty by the Company to the Agents as to
the matters covered thereby
on the date of such certificate and, to the extent therein
provided, at each Representation Date
subsequent thereto.


SECTION 3.     Solicitations as Agent; Purchases as Principal.

          A.   Solicitations as Agent.  On the basis of the
representations and
warranties herein contained, but subject to the terms and
conditions herein set forth, each
Agent agrees, as an agent of the Company, to use its best efforts
to solicit offers to purchase
the Notes upon the terms and conditions set forth herein and in
the Prospectus.

          The Company reserves the right, in its sole discretion,
to suspend solicitation of
purchases of the Notes through the Agents, as agents, commencing
at any time for any period
of time or permanently.  Upon receipt of instructions from the
Company, the Agents will
forthwith suspend solicitation of purchases from the Company
until such time as the Company
has advised the Agents that such solicitation may be resumed.

          The Company agrees to pay each Agent a commission, in
the form of a
discount or by such other means agreed to by the Company and such
Agent, equal to the
applicable percentage of the price to the public of each Note
sold by the Company as a result
of a solicitation made by such Agent as set forth in Exhibit A
hereto.  Without the prior
approval of the Company, the Agents may not reallow any portion
of the commission payable
pursuant hereto to dealers or purchasers in connection with the
offer and sale of any Notes
through any such Agent as agent.

          The purchase price, interest rate or formula, maturity
date and other terms of
the Notes shall be agreed upon by the Company and the applicable
Agent and set forth in a
pricing supplement to the Prospectus to be prepared following
each acceptance by the
Company of an offer for the purchase of Notes.  Except as may be
otherwise provided in such
supplement to the Prospectus, the Notes will be issued in
denominations of U.S. $1,000 or
any amount in excess thereof which is an integral multiple of
U.S. $1,000.  All Notes sold
through an Agent as agent will be sold at 100% of their principal
amount unless otherwise
agreed to by the Company and such Agent.

          B.   Purchases as Principal.  Each sale of Notes to an
Agent as principal
shall be made in accordance with the terms contained herein and
pursuant to a separate
agreement which will provide for the sale of such Notes to, and
the purchase and reoffering
thereof by, such Agent.  Each such separate agreement (which may
be an oral agreement and
confirmed in writing as described below between the applicable
Agent and the Company) is
herein referred to as a "Terms Agreement".  Unless the context
otherwise requires, each
reference contained herein to "this Agreement" shall be deemed to
include any applicable
Terms Agreement between the Company and the applicable Agent. 
Each such Terms
Agreement, whether oral (and confirmed in writing, which may be
by facsimile transmission)
or in writing, shall be with respect to such information (as
applicable) as is specified in
Exhibit B hereto.  An Agent's commitment to purchase Notes as
principal pursuant to any
Terms Agreement shall be deemed to have been made on the basis of
the representations and
warranties of the Company herein contained and shall be subject
to the terms and conditions
herein set forth.  Each Terms Agreement shall specify the
principal amount of Notes to be
purchased by the applicable Agent pursuant thereto, the price to
be paid to the Company for
such Notes, the time and place of delivery of and payment for
such Notes and such other
provisions (including further terms of the Notes) as may be
mutually agreed upon.  Such
Terms Agreement shall also specify the requirements for the
officer's certificate, opinions of
counsel, comfort letter and stand-off agreement pursuant to
Sections 7(b), 7(c), 7(d) and 4(j),
respectively, hereof.  In addition, the applicable Agent is
authorized to engage the services of
any broker or dealer in connection with the offer or sale of
Notes which such Agent has
purchased as principal.  The applicable Agent may sell such Notes
to any broker or dealer at a
discount and, unless otherwise specified in a pricing supplement
to the Prospectus, such
discount will not be in excess of 66 2/3% of the discount to be
received by such Agent from
the Company.

          C.   Administrative Procedures.  Administrative
procedures with respect to
the sale of Notes shall be agreed upon from time to time by the
Agents and the Company (the
"Procedures").  The Agents and the Company agree to perform the
respective duties and
obligations specifically provided to be performed by them in the
Procedures.


SECTION 4.     Covenants of the Company.

          The Company covenants with the Agents as follows:

          A.   Notice of Certain Events.  The Company will notify
the Agents
immediately of (i) the effectiveness of any amendment to the
Registration Statement, (ii) the
receipt of any comments from the SEC with respect to the
Registration Statement or the
Prospectus, (iii) any request by the SEC for any amendment to the
Registration Statement or
any amendment or supplement to the Prospectus or for additional
information, and (iv) the
issuance by the SEC of any stop order suspending the
effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose. 
The Company will make
every reasonable effort to prevent the issuance of any stop order
and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible
moment.

          B.   Notice of Certain Proposed Filings.  Except as
otherwise provided in
this subsection or subsection (k) of this Section, the Company
will (i) give the Agents notice
of its intention to file (a) any additional registration
statement with respect to the registration
of additional Notes to be distributed pursuant to this Agreement
or (b) any amendment to the
Registration Statement or any amendment or supplement to the
Prospectus, whether by the
filing of documents pursuant to the 1933 Act, the 1934 Act or
otherwise; (ii) furnish the
Agents with copies of any document referred to in clause (i)
above proposed to be filed a
reasonable time in advance of filing; and (iii) make available to
the Agents copies of
documents so filed promptly upon the filing thereof. 
Notwithstanding the foregoing, except
as set forth below, the Company shall not be required to give any
Agent notice of its intention
to file, to furnish any Agent a copy of in advance of filing, or
to make available to any
Agent, (i) Quarterly Reports on Form 10-Q, any Current Report on
Form 8-K that includes
solely the financial and other information referred to in
subsection (e) or (f) of this Section
(including a press release containing such information) or any
filings pursuant to Section 14
of the 1934 Act, provided that the Company shall make available
to each Agent copies of
such documents promptly after the filing thereof, and provided,
further, that if any such
document is to be filed in order that the Prospectus does not
include an untrue statement of a
material fact or omit to state a material fact necessary in order
to make the statements therein
not misleading in light of the circumstances then existing, then
the Company shall give
immediate notice (prior to the filing of any such document) to
each Agent to cease
solicitations of offers to purchase the Notes in its capacity as
agent and to cease sales of any
Notes an Agent may then own as principal pursuant to a Terms
Agreement, (ii) any pricing
supplement to the Prospectus in connection with a sale of Notes
(except that a pricing
supplement shall be provided to the Agent who solicits the Notes
to which such pricing
supplement relates), (iii) any amendment or supplement to the
Prospectus that relates
exclusively to an offering of debt securities other than Notes or
(iv) any Current Report on
Form 8-K filed solely for the purpose of incorporating an exhibit
by reference into a
registration statement except that the Company shall make
available to each Agent any such
Current Report on Form 8-K promptly after the filing thereof.

          C.   Copies of the Registration Statement and the
Prospectus.  The Company
will deliver to each Agent one signed and as many conformed
copies of the Registration
Statement (as originally filed) and of each amendment thereto
(including exhibits filed
therewith or incorporated by reference therein and documents
incorporated by reference in the
Prospectus) as such Agent may reasonably request.  The Company
will furnish to each Agent
as many copies of the Prospectus (as amended or supplemented) as
such Agent shall
reasonably request so long as an Agent is required to deliver a
Prospectus in connection with
sales or solicitations of offers to purchase the Notes.

          D.   Revisions of Prospectus -- Material Changes. 
Except as otherwise
provided in subsection (k) of this Section, if at any time during
the term of this Agreement
any event shall occur or condition exist as a result of which it
is necessary, in the opinion of
the Company or in the reasonable opinion of counsel for the
Agents or counsel for the
Company, to further amend or supplement the Prospectus in order
that the Prospectus will not
include an untrue statement of a material fact or omit to state
any material fact necessary in
order to make the statements therein not misleading in the light
of the circumstances existing
at the time the Prospectus is delivered to a purchaser, or if it
shall be necessary, in the
opinion of the Company or in the reasonable opinion of either
such counsel, to amend or
supplement the Registration Statement or the Prospectus in order
to comply with the
requirements of the 1933 Act or the 1933 Act Regulations, the
Company shall give immediate
notice to each Agent to cease the solicitation of offers to
purchase the Notes in its capacity as
agent and to cease sales of any Notes it may then own as
principal pursuant to a Terms
Agreement, and the Company will promptly prepare and file with
the SEC such amendment
or supplement, whether by filing documents pursuant to the 1934
Act, the 1933 Act or other-
wise, as may be necessary to correct such untrue statement or
omission or to make the
Registration Statement and Prospectus comply with such
requirements.

          E.   Prospectus Revisions -- Periodic Financial
Information.  Except as
otherwise provided in subsection (k) of this Section, promptly
after there shall be released to
the general public interim financial statement information
related to the Company with respect
to each of the first three quarters of any fiscal year or
preliminary financial statement
information with respect to any fiscal year, the Company shall
cause the Registration
Statement and the Prospectus to be amended or supplemented to
include or incorporate by
reference capsule financial information with respect thereto and
corresponding information for
the comparable period of the preceding fiscal year, as well as
such other information and
explanations as shall be necessary for an understanding thereof
or as shall be required by the
1933 Act or the 1933 Act Regulations. 

          F.   Prospectus Revisions -- Audited Financial
Information.  Except as
otherwise provided in subsection (k) of this Section, promptly
after there shall be released to
the general public financial information included in or derived
from the audited financial
statements of the Company for the preceding fiscal year, the
Company shall cause the
Registration Statement and the Prospectus to be amended, whether
by the filing of documents
pursuant to the 1934 Act, the 1933 Act or otherwise, to include
or incorporate by reference
such audited financial statements and the report or reports, and
consent or consents to such
inclusion or incorporation by reference, of the independent
accountants with respect thereto, as
well as such other information and explanations as shall be
necessary for an understanding of
such financial statements or as shall be required by the 1933 Act
or the 1933 Act Regulations.


          G.   Earnings Statements.  The Company will make
generally available to its
security holders as soon as practicable, but not later than 90
days after the close of the period
covered thereby,  an earnings statement (in form complying with
the provisions of Rule 158
under the 1933 Act) covering each twelve month period beginning,
in each case, not later
than the first day of the Company's fiscal quarter next following
the "effective date" (as
defined in such Rule 158) of the Registration Statement with
respect to each sale of Notes.

          H.   Blue Sky Qualifications.  The Company will
endeavor, in cooperation
with the Agents, to qualify the Notes for offering and sale under
the applicable securities laws
of such states and other jurisdictions of the United States as
the Agents may designate, and
will maintain such qualifications in effect for as long as may be
required for the distribution
of the Notes; provided, however, that the Company shall not be
obligated to file any general
consent to service of process or to qualify as a foreign
corporation in any jurisdiction in
which it is not so qualified.  The Company will file such
statements and reports as may be
required by the laws of each jurisdiction in which the Notes have
been qualified as above
provided.  The Company will promptly advise the Agents of the
receipt by the Company of
any notification with respect to the suspension of the
qualification of the Notes for sale in any
such state or jurisdiction or the initiating or threatening of
any proceeding for such purpose.

          I.   1934 Act Filings.  The Company, during the period
when the Prospectus
is required to be delivered under the 1933 Act, will file
promptly all documents required to be
filed with the SEC pursuant to Sections 13(a) or 14 of the 1934
Act.

          J.   Stand-Off Agreement.  If required pursuant to the
terms of a Terms
Agreement, between the date of any Terms Agreement and the
Settlement Date with respect
to such Terms Agreement, the Company will not, without the
applicable Agent's prior
consent, offer or sell in the United States, or enter into any
agreement to so sell, any debt
securities of the Company (other than the Notes that are to be
sold pursuant to such Terms
Agreement and debt securities with maturities of less than nine
months in the ordinary course
of business).

          K.   Suspension of Certain Obligations.  The Company
shall not be required
to comply with the provisions of subsections (b), (d), (e) or (f)
of this Section during any
period from the time (i) the Agents shall have suspended
solicitation of purchases of the
Notes in its capacity as agent pursuant to a request from the
Company and (ii) neither Agent
shall hold any Notes as principal purchased pursuant to a Terms
Agreement, to the time the
Company shall determine that solicitation of purchases of the
Notes should be resumed or
shall subsequently enter into a new Terms Agreement with an
Agent.


SECTION 5.     Conditions of Obligations.

          The obligations of the Agents as agents of the Company
to solicit offers to pur-
chase the Notes, the obligations of any purchasers of the Notes
sold through an Agent as
agent, and any obligation of an Agent as principal to purchase
Notes pursuant to a Terms
Agreement will be subject to the accuracy of the representations
and warranties on the part of
the Company herein and to the accuracy of the statements of the
Company's officers made in
any certificate furnished pursuant to the provisions hereof, to
the performance and observance
by the Company of all its covenants and agreements herein
contained and to the following
additional conditions precedent:

          A.   Legal Opinions.  On the date hereof, the Agents
shall have received the
following legal opinions, dated as of the date hereof and in form
and substance satisfactory to
the Agents:

               1.   Opinion of Company Counsel.  The opinion of
Shearman &
          Sterling, counsel to the Company, to the effect that:

                    a.   The Company is a corporation duly
incorporated and
     validly existing in good standing under the laws of the
State of Delaware.

                    b.   This Agreement has been duly authorized,
executed and
     delivered by the Company.  

                    c.   Each Indenture has been duly authorized,
executed and
     delivered by the Company and, assuming due authorization,
execution and delivery by
     the applicable Trustee, constitutes a valid and binding
obligation of the Company,
     enforceable in accordance with its terms, except as
enforcement thereof may be limited
     by bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent
     transfers), reorganization or other similar laws affecting
enforcement of creditors'
     rights generally and except as enforcement thereof is
subject to general principles of
     equity (regardless of whether enforcement is considered in a
proceeding in equity or at
     law) and to provisions of law that require that a judgment
for money damages
     rendered by a court in the United States be expressed only
in United States dollars.

                    d.  The Notes have been duly authorized by
the Company and,
     when duly executed by the Company and completed and
authenticated by the
     applicable Trustee in accordance with the applicable
Indenture and delivered against
     payment pursuant to this Agreement, the Notes, in the forms
certified by an authorized
     officer of the Company, will be valid and binding
obligations of the Company entitled
     to the benefits of such Indenture and enforceable in
accordance with their terms,
     except as enforcement thereof may be limited by bankruptcy,
insolvency (including,
     without limitation, all laws relating to fraudulent
transfers), reorganization or other
     similar laws affecting enforcement of creditors' rights
generally and except as
     enforcement thereof is subject to general principles of
equity (regardless of whether
     enforcement is considered in a proceeding in equity or at
law) and to provisions of law
     that require that a judgment for money damages rendered by a
court in the United
     States be expressed only in United States dollars.

                    e.   The statements in the Prospectus under
the captions
     "Description of Notes" and "Description of Debt Securities",
insofar as they purport to
     summarize certain provisions of documents specifically
referred to therein, are accurate
     summaries of such provisions.  

                    f.   Each Indenture has been duly qualified
under the 1939
          Act.

                    g.   The Registration Statement is effective
under the 1933
     Act and, to the best of their knowledge and information, no
stop order suspending the
     effectiveness of the Registration Statement has been issued
under the 1933 Act or
     proceedings therefor initiated or threatened by the SEC.

                    h.   The Registration Statement and the
Prospectus (except for
     the financial statements and other financial data included
therein or omitted therefrom
     and the Statements of Eligibility of the respective Trustees
on Form T-1, as to which
     such counsel need express no opinion), excluding the
documents incorporated by
     reference therein, as of their respective effective or issue
dates, appear on their face to
     have been appropriately responsive in all material respects
to the requirements of the
     1933 Act, the 1939 Act and the 1933 Act Regulations.

                    i.   Each document incorporated by reference
in the
     Prospectus (except for the financial statements and other
financial data included therein
     or omitted therefrom, as to which such counsel need express
no opinion), as of the
     date it was filed with the SEC, appears on its face to have
been appropriately
     responsive in all material respects to the requirements of
the 1934 Act and the rules
     and regulations of the SEC thereunder. 

                    j.   The execution and delivery of this
Agreement, the
     fulfillment of the terms herein set forth and the
consummation of the transactions
     herein contemplated will not conflict with the charter or
by-laws of the Company.  

                    k.   The information contained in the
Prospectus under the
     caption "United States Taxation", to the extent that it
constitutes matters of law or
     legal conclusions, has been reviewed by such counsel and is
correct.  

               2.   Opinion of General Counsel to Deere.  The
opinion of Frank S.
          Cottrell (or his successor), General Counsel of Deere,
Michael A. Harring,
          Assistant General Counsel of Deere, or John O. Hayes,
Associate General
          Counsel of Deere, to the effect that (i) the Company is
duly qualified to
          transact business and is in good standing in the states
of Georgia, Maryland,
          Nevada and Tennessee, (ii) the execution and delivery
of this Agreement and
          each Indenture, the fulfillment of the terms herein and
therein set forth and the
          consummation of the transactions herein and therein
contemplated will not
          conflict with or constitute a breach of, or default
under, the charter or by-laws
          of the Company or any agreement, indenture or other
instrument known to such
          counsel of which the Company is a party or by which it
is bound, or any law,
          administrative regulation or administrative or court
order known to him
          applicable to the Company and (iii) the execution and
delivery of this
          Agreement and each Indenture and the consummation of
the transactions herein
          and therein contemplated will not conflict with or
constitute a breach of any
          agreement, indenture or other instrument known to him
of which Deere or any
          of its subsidiaries is a party or by which any of them
is bound.

               3.  Opinion of Counsel to the Agents.  The opinion
of Brown & Wood,
     counsel to the Agents, covering the matters referred to in
subsection (a)(1) of this
     Section under the subheadings (i) to (viii), inclusive.

               4.  Disclosure Opinion.  In giving their opinions
required by subsections
     (a)(1) and (a)(3) of this Section, Shearman & Sterling and
Brown & Wood shall each
     additionally state that such counsel  has not verified, and
is not passing upon and does
     not assume any responsibility for, the accuracy,
completeness or fairness of the
     statements contained in the Registration Statement or the
Prospectus, other than those
     mentioned in Section 5(a)(1)(v) and Section 5(a)(1)(xi) (in
the case of Shearman &
     Sterling only).  Such counsel has, however, generally
reviewed and discussed such
     statements with certain officers and employees of the
Company and with its auditors. 
     In the course of such review and discussion, no facts have
come to the attention of
     such counsel to lead them to believe that (A) the
Registration Statement (except for the
     financial statements and other financial data included
therein or omitted therefrom and
     the Statements of Eligibility of the respective Trustees on
Form T-1, as to which such
     counsel has not been requested to comment), at the time the
Registration Statement or
     any such amendment became effective or at the time an Annual
Report on Form 10-K
     was filed by the Company (whichever is later), or at the
date of any Terms
     Agreement, contained an untrue statement of a material fact
or omitted to state a
     material fact required to be stated therein or necessary to
make the statements therein
     not misleading or (B) the Prospectus (except for the
financial statements and other
     financial data included therein or omitted therefrom, as to
which such counsel has not
     been requested to comment), at the time the Prospectus was
issued, at the time any
     amendment or supplement to the Prospectus was issued or at
the date hereof, included
     or includes an untrue statement of a material fact or
omitted or omits to state a
     material fact necessary in order to make the statements
therein, in the light of the
     circumstances under which they were made, not misleading.

     B.   Officer's Certificate.  At the date hereof and at each
Settlement Date with
respect to any Terms Agreement, there shall not have been, since
the respective dates as of
which information is given in the Prospectus or since the date of
such Terms Agreement, any
material adverse change in the financial condition of the Company
and its subsidiaries
considered as one enterprise or in the results of operations or
business prospects of the
Company and its subsidiaries considered as one enterprise, not
reflected in or contemplated by
the Prospectus, whether or not arising in the ordinary course of
business; and on the date
hereof, the Agents shall have received a certificate of the
President, any Executive Vice
President, any Senior Vice President or any Vice President and
the principal financial or
principal accounting officer of the Company to the effect that
(i) there has been no such
material adverse change, (ii) the representations and warranties
of the Company contained in
Section 2 hereof are true and correct with the same force and
effect as though expressly made
at and as of the date of such certificate, (iii) the Company has
performed or complied with all
agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to
the date of such certificate, and (iv) no stop order suspending
the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been
initiated or threatened by the SEC.  For purposes of this Section
5(b) only, the term
"Prospectus" shall mean the Prospectus in the form first provided
by the Company to the
Agents for delivery with confirmations of sales of Notes to or
through such Agents.

     C.   Comfort Letter.  On the date hereof, the Agents shall
have received a letter
from Deloitte & Touche LLP, dated as of the date hereof and in
form and substance satisfac-
tory to the Agents, to the effect that:

          a.   they are independent public accountants with
respect to the Company
     and its subsidiaries within the meaning of the 1933 Act and
the 1933 Act Regulations;

          b.   in their opinion, the consolidated financial
statements and supporting
     schedule(s) of the Company and its subsidiaries examined by
them and included or
     incorporated by reference in the Registration Statement
comply as to form in all
     material respects with the applicable accounting
requirements of the 1933 Act and the
     1933 Act Regulations with respect to registration statements
on Form S-3 and the 1934
     Act and the 1934 Act Regulations;

          c.   they have performed specified procedures, not
constituting an audit,
     including a reading of the latest available interim
financial statements of the Company
     and its indicated subsidiaries, a reading of the minute
books of the Company and such
     subsidiaries since the end of the most recent fiscal year
with respect to which an audit
     report has been issued, inquiries of and discussions with
certain officials of the
     Company and such subsidiaries responsible for financial and
accounting matters with
     respect to the unaudited consolidated financial statements
included in the Registration
     Statement and Prospectus and the latest available interim
unaudited financial
     statements of the Company and its subsidiaries, and such
other inquiries and proce-
     dures as may be specified in such letter, and on the basis
of such inquiries and
     procedures nothing came to their attention that caused them
to believe that: (A) the
     unaudited consolidated financial statements of the Company
and its subsidiaries
     included in the Registration Statement and Prospectus do not
comply as to form in all
     material respects with the applicable accounting
requirements of the 1934 Act and the
     1934 Act Regulations or were not fairly presented in
conformity with generally
     accepted accounting principles in the United States applied
on a basis substantially
     consistent with that of the audited financial statements
included therein, or (B) at a
     specified date not more than five days prior to the date of
such letter, there was any
     change in the consolidated capital stock or any increase in
consolidated long-term debt
     of the Company and its subsidiaries or any decrease in the
consolidated net assets of
     the Company and its subsidiaries, in each case as compared
with the amounts shown
     on the most recent consolidated balance sheet of the Company
and its subsidiaries
     included in the Registration Statement and Prospectus or,
during the period from the
     date of such balance sheet to a specified date not more than
five days prior to the date
     of such letter, there were any decreases, as compared with
the corresponding period in
     the preceding year, in consolidated revenues or net income
of the Company and its
     subsidiaries, except in each such case as set forth in or
contemplated by the
     Registration Statement and Prospectus or except for such
exceptions enumerated in
     such letter as shall have been agreed to by the Agents and
the Company; and

          d.   in addition to the examination referred to in
their report included or
     incorporated by reference in the Registration Statement and
the Prospectus, and the
     limited procedures referred to in clause (iii) above, they
have carried out certain other
     specified procedures, not constituting an audit, with
respect to certain amounts,
     percentages and financial information which are included or
incorporated by reference
     in the Registration Statement and Prospectus and which are
specified by the Agents,
     and have found such amounts, percentages and financial
information to be in
     agreement with the relevant accounting, financial and other
records of the Company
     and its subsidiaries identified in such letter.

     D.   Other Documents.  On the date hereof and on each
Settlement Date with
respect to any applicable Terms Agreement, counsel to the Agents
shall have been furnished
with such documents and opinions as such counsel may reasonably
require for the purpose of
enabling such counsel to pass upon the issuance and sale of Notes
as herein contemplated and
related proceedings, or in order to evidence the accuracy and
completeness of any of the
representations and warranties, or the fulfillment of any of the
conditions, herein contained;
and all proceedings taken by the Company in connection with the
issuance and sale of Notes
as herein contemplated shall be satisfactory in form and
substance to the Agents and to
counsel to the Agents.

     If any condition specified in this Section 5 shall not have
been fulfilled when and as
required to be fulfilled, this Agreement (or, at the option of
the applicable Agent, any appli-
cable Terms Agreement) may be terminated by either Agent as to
itself, and any Terms
Agreement may be terminated by the Agent party thereto, by notice
to the Company at any
time and any such termination shall be without liability of any
party to any other party, except
that the covenant regarding provision of an earnings statement
set forth in Section 4(g) hereof,
the provisions concerning payment of expenses under Section 10
hereof, the indemnity and
contribution agreement set forth in Sections 8 and 9 hereof, the
provisions concerning the
representations, warranties and agreements to survive delivery of
Section 11 hereof and the
provisions set forth under "Parties" of Section 15 hereof shall
remain in effect.


SECTION 6.     Delivery of and Payment for Notes Sold through the
Agents.

          Delivery of Notes sold through an Agent as agent shall
be made by the
Company to such Agent for the account of any purchaser only
against payment therefor in
immediately available funds.  In the event that a purchaser shall
fail either to accept delivery
of or to make payment for a Note on the date fixed for
settlement, the applicable Agent shall
promptly notify the Company and deliver the Note to the Company,
and, if such Agent has
theretofore paid the Company for such Note, the Company will
promptly return such funds to
such Agent.  If such failure occurred for any reason other than
default by the applicable
Agent in the performance of its obligations hereunder, the
Company will reimburse such
Agent on an equitable basis for its loss of the use of the funds
for the period such funds were
credited to the Company's account.


SECTION 7.     Additional Covenants of the Company.

          The Company covenants and agrees with the Agents that:

          A.   Reaffirmation of Representations and Warranties. 
Each acceptance by it
of an offer for the purchase of Notes, and each delivery of Notes
to an Agent pursuant to a
Terms Agreement, shall be deemed to be an affirmation that the
representations and
warranties of the Company contained in this Agreement and, to the
extent therein provided, in
any certificate theretofore delivered to the Agents pursuant
hereto are true and correct at the
time of such acceptance or sale, as the case may be, and an
undertaking that such
representations and warranties will be true and correct at the
time of delivery to the purchaser
or his agent, or to the Agents, of the Note or Notes relating to
such acceptance or sale, as the
case may be, as though made at and as of each such time (and it
is understood that such
representations and warranties shall relate to the Registration
Statement and Prospectus as
amended and supplemented to each such time).

          B.   Subsequent Delivery of Certificates.  Each time
that (1) the Registration
Statement or the Prospectus shall be amended or supplemented or
there is filed with the SEC
any document incorporated by reference into the Prospectus (other
than (i) any amendment,
supplement or document that is not required to be made available
by the Company to any
Agent pursuant to Section 4(b), (ii) any Current Report on Form
8-K filed solely for the
purpose of incorporating an exhibit by reference into another
document, and (iii) any
Quarterly Report on Form 10-Q relating exclusively to a
presentation of periodic financial
information (including management's discussion and analysis), a
true and accurate summary
of which has been previously filed in a Current Report on Form
8-K, if a certificate described
below was delivered in connection with the filing on such Form
8-K) or (2) (if required
pursuant to the terms of a Terms Agreement) the Company sells
Notes to an Agent pursuant
to a Terms Agreement or (3) the sale of Notes whose principal,
premium, if any, and/or
interest payments are determined by reference to any index,
formula or other method
("Indexed Notes") shall be authorized by the Company, then the
Company shall furnish or
cause to be furnished to the Agents forthwith a certificate dated
the date of effectiveness of
such amendment, the date of filing with the SEC of such
supplement or document, or the date
of such sale, as the case may be, in form and substance
satisfactory to the Agents to the effect
that the statements contained in the certificate referred to in
Section 5(b) hereof which were
last furnished to the Agents are true and correct at the time of
such amendment, supplement,
filing or sale, as the case may be, as though made at and as of
such time (except that such
statements shall be deemed to relate to the Registration
Statement and the Prospectus as
amended and supplemented to such time) or, in lieu of such
certificate, a certificate of the
same tenor as the certificate referred to in said Section 5(b),
modified as necessary to relate to
the Registration Statement and the Prospectus as amended and
supplemented to the time of
delivery of such certificate; provided, however, that in the
event that the sale of Indexed
Notes shall be authorized by the Company, such certificate shall
also include as an exhibit
thereto a true and correct specimen of the form of Indexed Notes
being issued and shall cover
such other matters as the Agents may reasonably request.

          C.   Subsequent Delivery of Legal Opinions.  Each time
that (1) the
Registration Statement or the Prospectus shall be amended or
supplemented (other than (i) by
an amendment or supplement relating solely to the interest rates,
interest payment dates or
maturity dates of the Notes or similar information, (ii) solely
for the inclusion of additional
financial information (including any management's discussion and
analysis), (iii) by an
amendment made by the filing of a Quarterly Report on Form 10-Q
and any Current Report
on Form 8-K (except in the circumstances hereinafter described)
and (iv) by an amendment or
supplement which is not required to be made available by the
Company to any Agent
pursuant to Section 4(b)) or (2) there is filed with the SEC the
Company's Annual Report on
Form 10-K and such Annual Report is incorporated by reference
into the Prospectus or (3) (if
required pursuant to the terms of a Terms Agreement) the Company
sells Notes to an Agent
pursuant to a Terms Agreement or (4) the sale of Indexed Notes
shall be authorized by the
Company, the Company shall furnish or cause to be furnished
forthwith to the Agents and to
counsel to the Agents the written opinions of Shearman &
Sterling, counsel to the Company,
and the General Counsel for the Company, or other counsel
satisfactory to the Agents, dated
the date of effectiveness of such amendment, the date of filing
with the SEC of such
supplement or document, or the date of such sale, as the case may
be, in form and substance
satisfactory to the Agents, of the same tenor as the opinions
referred to in Section 5(a)(1) and
Section 5(a)(2), respectively, hereof, but modified, as
necessary, to relate to the Registration
Statement and the Prospectus as amended and supplemented to the
time of delivery of such
opinions or, in lieu of such opinions, counsel last furnishing
such opinions to the Agents shall
each furnish the Agents with a letter to the effect that the
Agents may rely on such last
opinion to the same extent as though it was dated the date of
such letter authorizing reliance
(except that statements in such last opinion shall be deemed to
relate to the Registration
Statement and the Prospectus as amended and supplemented to the
time of delivery of such
letter authorizing reliance); provided, however, that in the
event that the sale of Indexed Notes
shall be authorized by the Company, Shearman & Sterling, counsel
for the Company, and
Brown & Wood, counsel for the Agents, or other counsel
satisfactory to the Company and the
Agents, shall deliver their written opinions, dated the date of
such sale, confirming the
exclusion or exemption of such Indexed Notes from the Commodity
Exchange Act and
covering such other matters as the Company and/or the Agents may
reasonably request.  If
one or more of the Agents reasonably determine that the
information included in a filing by
the Company in a Quarterly Report filed on Form 10-Q or a Current
Report filed on Form
8-K is of such importance that a legal opinion should be
delivered to the Agents in con-
junction therewith, such Agent or Agents shall notify the Company
promptly upon such
determination.  The Company will thereupon deliver to the Agents
an opinion of the General
Counsel for the Company as to matters set forth in Section
5(a)(2) and such portions of
Section 5(a)(1) as the Agents may reasonably designate and to the
further effect of the
opinions delivered pursuant to Section 5(a)(4), modified, as
necessary, to relate to the
Registration Statement and Prospectus as amended or supplemented
to the time of delivery of
such opinion.

          D.   Subsequent Delivery of Comfort Letters.  Each time
that (1) the
Registration Statement or the Prospectus shall be amended or
supplemented to include
additional financial information or (2) there is filed with the
SEC any document incorporated
by reference into the Prospectus which contains additional
financial information or (3) (if
required pursuant to the terms of a Terms Agreement) the Company
sells Notes to an Agent
pursuant to a Terms Agreement, the Company shall cause Deloitte &
Touche LLP, or their
successors, forthwith to furnish the Agents a letter, dated the
date of effectiveness of such
amendment, supplement or document with the SEC , or the date of
such sale, as the case may
be, in form satisfactory to the Agents, of the same tenor as the
portions of the letter referred
to in clauses (i) and (ii) of Section 5(c) hereof but modified to
relate to the Registration
Statement and Prospectus, as amended and supplemented to the date
of such letter, and of the
same general tenor as the portions of the letter referred to in
clauses (iii) and (iv) of said
Section 5(c) with such changes as may be necessary to reflect
changes in the financial state-
ments and other information derived from the accounting records
of the Company; provided,
however, that if the Registration Statement or the Prospectus is
amended or supplemented
solely to include financial information as of and for a fiscal
quarter, Deloitte & Touche LLP,
or their successors, may limit the scope of such letter to the
unaudited financial statements
included in such amendment or supplement unless any other
information included therein of
an accounting, financial or statistical nature is of such a
nature that, in the reasonable
judgment of the Agents, such letter should cover such other
information.  For purposes of this
Section 7(d), the filing of a Current Report on Form 8-K for the
exclusive purpose of
presenting interim periodic financial information pursuant to
Section 4(e) will not, in and of
itself, give rise to an obligation to deliver a letter from
Deloitte & Touche LLP or their
successors pursuant to this Section 7(d).


SECTION 8.     Indemnification.

          A.   Indemnification of the Agents.  The Company agrees
to indemnify and
hold harmless the Agents and each person, if any, who controls an
Agent within the meaning
of Section 15 of the 1933 Act as follows:

               a.   against any and all loss, liability, claim,
damage and expense
whatsoever arising out of any untrue statement or alleged untrue
statement of a material fact
contained in the Registration Statement, or any omission or
alleged omission therefrom of a
material fact required to be stated therein or necessary to make
the statements therein not mis-
leading or arising out of any untrue statement or alleged untrue
statement of a material fact
contained in a preliminary prospectus or the Prospectus or the
omission or alleged omission
therefrom of a material fact necessary in order to make the
statements therein, in the light of
the circumstances under which they were made, not misleading,
unless such untrue statement
or omission or such alleged  untrue statement or omission was
made in reliance upon and in
conformity with written information furnished to the Company by
or on behalf of any Agent
expressly for use in the Registration Statement or any such
preliminary prospectus or the
Prospectus, or was made in reliance upon the Statements of
Eligibility under the 1939 Act on
Form T-1 of each Trustee under the applicable Indenture;

               b.   against any and all loss, liability, claim,
damage and expense
whatsoever to the extent of the aggregate amount paid in
settlement of any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened,
or of any claim whatsoever based upon any such untrue statement
or omission, or any such
alleged untrue statement or omission, if such settlement is
effected with the written consent of
the Company; and

               c.   against any and all expense whatsoever
reasonably incurred in
investigating, preparing or defending against any litigation, or
any investigation or proceeding
by any governmental agency or body, commenced or threatened, or
any claim whatsoever
based upon any such untrue statement or omission, or any such
alleged untrue statement or
omission, to the extent that any such expense is not paid under
(i) or (ii) above.

     This indemnity agreement is subject to the condition that,
insofar as it relates to any
preliminary prospectus, it shall not inure to the benefit of any
Agent from whom the person
asserting any loss, liability, claim or damage purchased the
Notes which are the subject
thereof (or to the benefit of any person who controls such Agent)
if such Agent failed to send
or give a copy of the Prospectus (excluding documents
incorporated by reference) to such
person prior to or together with the written confirmation of the
sale of such Notes to such
person.  In no case shall the Company be liable under this
indemnity agreement with respect
to any claim made against any Agent or any such controlling
person unless the Company shall
be notified in writing of the nature of the claim within a
reasonable time after the assertion
thereof, but failure so to notify the Company shall not relieve
it from any liability which it
may have otherwise than on account of this indemnity agreement. 
The Company shall be
entitled to participate at its own expense in the defense, or if
it so elects within a reasonable
time after receipt of such notice, to assume the defense for any
suit brought to enforce any
such claim, but if the Company elects to assume the defense, such
defense shall be conducted
by counsel chosen by it and satisfactory to the Agent or Agents
or controlling person or
persons, defendant or defendants in any suit so brought.  In the
event that the Company elects
to assume the defense of any such suit and retains such counsel,
the Agent or Agents or
controlling person or persons, defendant or defendants in the
suit, shall bear the fees and
expenses of any additional counsel thereafter retained by them. 
In the event that the parties
of any such action (including impleaded parties) include both the
Company and one or more
Agents and any such Agent shall have been advised by counsel
chosen by it and satisfactory
to the Company that there may be one or more legal defenses
available to it which are
different from or additional to those available to the Company,
the Company shall not have
the right to assume the defense of such action on behalf of such
Agent and will reimburse
such Agent and any person controlling such Agent as aforesaid for
the reasonable fees and
expenses of any counsel retained by them, it being understood
that the Company shall not, in
connection with any one action or separate but similar or related
actions in the same
jurisdiction arising out of the same general allegations or
circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of
attorneys for all such Agents
and controlling persons, which firm shall be designated in
writing by the Agents.  The
Company agrees to notify the Agents within a reasonable time of
the assertion of any claim
against it, any of its officers or directors or any person, if
any, who controls the Company
within the meaning of Section 15 of the 1933 Act, in connection
with the sale of the Notes.

          B.   Each Agent severally agrees that it will indemnify
and hold harmless the
Company and each of its officers who signs the Registration
Statement and each of its
directors and each person, if any, who controls the Company
within the meaning of Section
15 of the 1933 Act to the same extent as the foregoing indemnity
from the Company, but free
of the condition set forth in the first sentence of the second
paragraph of Section 8(a) and
only with respect to statements or omissions made in a
preliminary prospectus, the Prospectus
or the Registration Statement in reliance upon and in conformity
with written information fur-
nished to the Company by or on behalf of such Agent expressly for
use in the Registration
Statement or in any such preliminary prospectus or the
Prospectus.  In case any action shall
be brought against the Company or any person so indemnified based
on the Registration
Statement or such preliminary prospectus or the Prospectus and in
respect of which indemnity
may be sought against any Agent, such Agent shall have the rights
and duties given to the
Company, and the Company and each person so indemnified shall
have the rights and duties
given to the Agents, by the provisions of subsection (a) of this
Section.


SECTION 9.     Contribution.

          If the indemnification provisions provided in Section 8
above should under
applicable law be unenforceable in respect of any losses,
liabilities, claims, damages or
expenses (or actions in respect thereof) referred to therein,
then each indemnifying party shall
contribute to the amount paid or payable by such indemnified
party as a result of such losses,
liabilities, claims, damages or expenses (or actions in respect
thereof) in such proportion as is
appropriate to reflect the relative benefits received by the
Company and each of the Agents
from the offering of the Notes which are the subject of the
action and also the relative fault of
the Company and each of such Agents in connection with the
statements or omissions which
resulted in such losses, liabilities, claims, damages or expenses
(or actions in respect thereof),
as well as any other relevant equitable considerations.  The
relative benefits received by the
Company and each of the applicable Agents shall be deemed to be
in the same proportion as
(A) in the case of Notes to be resold on a fixed public offering
price basis, the total net
proceeds from the offering (before deducting expenses) received
by the Company and the total
underwriting discounts and commissions received by each of such
Agents, in each case as set
forth in the Prospectus, bear to the aggregate public offering
price of the Notes which are the
subject of the action or (B) in the case of Notes to be resold on
a varying price basis, the total
net proceeds from the offering (before deducting expenses)
received by the Company and the
total net proceeds received by each of such Agents from the
distribution of such Notes in
excess of the purchase price paid by such Agents to the Company
bear to the public offering
price paid to such Agents for such Notes.  The relative fault
shall be determined by reference
to, among other things, whether the indemnified party failed to
give the notice required under
Section 8 above including the consequences of such failure, and
whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact
relates to information supplied by the Company or an Agent and
the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or
omission of the Company and such Agents.  With respect to any
Agent, such relative fault
shall also be determined by reference to the extent (if any) to
which such losses, liabilities,
claims, damages or expenses (or actions in respect thereof) with
respect to any preliminary
prospectus supplement result from the fact that such Agent sold
Notes to a person to whom
there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the
Prospectus (excluding documents incorporated by reference) if the
Company has previously
furnished copies thereof to such Agent.  The Company and the
Agents agree that it would not
be just and equitable if contribution pursuant to this Section 9
were determined by per capita
allocation (even if the Agents were treated as one entity for
such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to
above in this Section 9.  The amount paid or payable by an
indemnified party as a result of
the losses, liabilities, claims, damages or expenses (or actions
in respect thereof) referred to
above in this Section 9 shall be deemed to include any legal or
other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section
9, no Agent shall be required
to contribute any amount in excess of the amount by which the
total price at which the Notes
sold by the Company as a result of a solicitation made by such
Agent or purchased by such
Agent pursuant to a Terms Agreement and distributed to the public
were offered to the public
exceeds the amount of any damages which such Agent has otherwise
been required to pay by
reason of such untrue or alleged untrue statement or omission or
alleged omission.  No person
guilty of fraudulent misrepresentation (within the meaning of
Section 11 of the 1933 Act)
shall be entitled to contribution from any person who was not
guilty of such fraudulent
misrepresentation.  Each Agent's obligation in this Section 9 to
contribute is several in
proportion to the amount of gross proceeds received by the
Company from the sale of the
Notes which are the subject of the action as a result of a
solicitation made by such Agent or
purchased by such Agent pursuant to a Terms Agreement and not
joint.

          The obligations of the Company under this Section 9
shall be in addition to any
liability which the Company may otherwise have and shall extend,
upon the same terms and
conditions, to each person, if any, who controls any Agent within
the meaning of the 1933
Act; and the obligations of the Agents under this Section 9 shall
be in addition to any liability
which the respective Agents may otherwise have and shall extend,
upon the same terms and
conditions, to each officer who signs the Registration Statement,
to each director of the
Company and to each person, if any, who controls the Company
within the meaning of the
1933 Act.


SECTION 10:    Payment of Expenses.

               The Company will pay all expenses incident to the
performance of its
obligations under this Agreement, including:

               a.   The preparation and filing of the
Registration Statement and all
     amendments thereto and the Prospectus and any amendments or
supplements thereto;

               b.   The preparation, filing and reproduction of
this Agreement;

               c.   The preparation, printing, issuance and
delivery of the Notes,
     including any fees and expenses relating to the use of Notes
issued in book-entry form;

               d.   The fees and disbursements of the Company's
accountants and
     counsel, of the Trustees and their respective counsel, and
of any calculation agent or
     exchange rate agent;

               e.   The reasonable fees and disbursements of
counsel to the Agents
     incurred from time to time in connection with the
transactions contemplated hereby;

               f.   The qualification of the Notes under state
securities laws in
     accordance with the provisions of Section 4(h) hereof,
including filing fees and the
     reasonable fees and disbursements of counsel for the Agents
in connection therewith
     and in connection with the preparation of any Blue Sky
Survey and any Legal
     Investment Survey;

               g.   The printing and delivery to the Agents in
quantities as
     hereinabove stated of copies of the Registration Statement
and any amendments
     thereto, and of the Prospectus and any amendments or
supplements thereto, and the
     delivery by the Agents of the Prospectus and any amendments
or supplements thereto
     in connection with solicitations or confirmations of sales
of the Notes;

               h.   The preparation, printing and delivery to the
Agents of copies of
     each Indenture and all supplements and amendments thereto;

               i.   Any fees charged by rating agencies for the
rating of the Notes;

               j.   The fees and expenses, if any, incurred with
respect to any filing
     with the National Association of Securities Dealers, Inc.;
and

               k.   Any advertising and other out-of-pocket
expenses of the Agents
     incurred with the express consent of the Company.


SECTION 11.    Representations, Warranties and Agreements to
Survive Delivery.

               All representations, warranties and agreements
contained in this
Agreement or in certificates of officers of the Company submitted
pursuant hereto or thereto,
shall remain operative and in full force and effect, regardless
of any investigation made by or
on behalf of an Agent or any controlling person of an Agent, or
by or on behalf of the
Company, and shall survive each delivery of and payment for any
of the Notes.


SECTION 12.    Termination.

               A.   Termination of this Agreement.  This
Agreement (excluding any
Terms Agreement) may be terminated for any reason at any time by
either the Company, as
to any Agent, or by an Agent, as to itself, upon the giving of 30
days' written notice of such
termination to the other parties hereto.

               B.   Termination of a Terms Agreement.  The Agent
party to a
Terms Agreement may terminate such Terms Agreement, immediately
upon notice to the
Company, at any time prior to the Settlement Date relating
thereto (i) if there has been, since
the date of such Terms Agreement or since the respective dates as
of which information is
given in the Prospectus, any material adverse change in the
financial condition of the
Company and its subsidiaries considered as one enterprise, or in
the results of operations or
business prospects of the Company and its subsidiaries considered
as one enterprise, whether
or not arising in the ordinary course of business, or (ii) if
there shall have occurred any
outbreak or escalation of hostilities or other calamity or crisis
the effect of which on the
financial markets of the United States or in the country or
countries of origin of any foreign
currency or currencies in which the Notes are denominated,
indexed or payable is such as to
make it, in the judgment of such Agent, impracticable to market
the Notes or enforce con-
tracts for the sale of the Notes, or (iii) if trading in any
securities of the Company has been
suspended by the SEC or a national securities exchange, or if
trading generally on either the
American Stock Exchange or the New York Stock Exchange shall have
been suspended, or
minimum or maximum prices for trading have been fixed, or maximum
ranges for prices for
securities have been required, by either of said exchanges or by
order of the SEC or any other
governmental authority, or if a banking moratorium shall have
been declared by either Federal
or New York authorities or if a banking moratorium shall have
been declared by the relevant
authorities in the country or countries of origin of any foreign
currency or currencies in which
the Notes are denominated, indexed or payable, or (iv) if the
rating assigned by any nationally
recognized securities rating agency to any debt securities of the
Company as of the date of
any applicable Terms Agreement shall have been lowered since that
date or if any such rating
agency shall have publicly announced that it has placed any debt
securities of the Company
on what is commonly termed a "watch list" for possible
downgrading, or (v) if there shall
have come to such Agent's attention any facts that would cause it
to believe that the Prospec-
tus, at the time it was required to be delivered to a purchaser
of Notes, included an untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the
statements therein, in light of the circumstances existing at the
time of such delivery, not
misleading.  For the purposes of this Section 12(b) only, the
term "Prospectus" shall mean the
Prospectus in the form first provided by the Company to such
Agent for delivery with
confirmations of sales of Notes purchased by such Agent as
principal.
 
          C.   General.  In the event of any such termination,
neither party will have
any liability to the other party hereto, except that (i) each
Agent shall be entitled to any
commission with respect to Notes sold by the Company as a result
of a solicitation made by
such Agent and earned in accordance with the third paragraph of
Section 3(a) hereof, (ii) if at
the time of termination (a) an Agent shall own any Notes
purchased pursuant to a Terms
Agreement with the intention of reselling them or (b) an offer to
purchase any of the Notes
has been accepted by the Company but the time of delivery to the
purchaser or his agent of
the Note or Notes relating thereto has not occurred, the
covenants set forth in Sections 4 and
7 hereof shall remain in effect until such Notes are so resold or
delivered, as the case may be,
and (iii) the covenant set forth in Section 4(g) hereof, the
provisions of Section 5 hereof, the
indemnity and contribution agreements set forth in Sections 8 and
9 hereof, and the provisions
of Sections 11 and 15 hereof shall remain in effect.


SECTION 13.    Notices.

               Unless otherwise provided herein, all notices
required under the terms
and provisions hereof shall be in writing, either delivered by
hand, by registered mail or by
telex, telecopier or telegram, and any such notice shall be
effective when received at the
address specified below.

     If to the Company:

          John Deere Capital Corporation
          Suite 600
          1 East First Street
          Reno, Nevada  89501
          Attention:  Manager
          Telecopier:  (702) 786-4145

     with a copy to:

          Deere & Company
          John Deere Road
          Moline, Illinois  61265
          Attention:  Treasurer
          Telecopier:  (309) 765-5021

     If to Merrill Lynch, Pierce, Fenner & Smith Incorporated:

          Merrill Lynch & Co.
          Merrill Lynch, Pierce, Fenner & Smith
                      Incorporated
          World Financial Center
          North Tower - 10th Floor
          New York, New York  10281-1310
          Attention:  MTN Product Management
          Telecopier:  (212) 449-2234

     If to Goldman, Sachs & Co.:

          Goldman, Sachs & Co.
          85 Broad Street
          New York, New York  10004
          Attention:  Credit Department
          Telecopier:  (212) 358-8680

     If to Salomon Brothers Inc:

          Salomon Brothers Inc
          7 World Trade Center
          New York, New York  10048
          Attention:  Medium-Term Note Group
          Telecopier:  (212) 783-2274

or at such other address as such party may designate from time to
time by notice duly given
in accordance with the terms of this Section 13.


SECTION 14.    Governing Law.

               This Agreement and all the rights and obligations
of the parties shall be
governed by and construed in accordance with the laws of the
State of New York applicable
to agreements made and to be performed in such State.  Any suit,
action or proceeding
brought by the Company against an Agent in connection with or
arising under this Agreement
shall be brought solely in the state or federal court of
appropriate jurisdiction located in the
Borough of Manhattan, The City of New York.


SECTION 15.    Parties.

     This Agreement shall inure to the benefit of and be binding
upon the Agents and the
Company and their respective successors.  Nothing expressed or
mentioned in this Agreement
is intended or shall be construed to give any person, firm or
corporation, other than the parties
hereto and their respective successors and the controlling
persons and officers and directors
referred to in Sections 8 and 9 and their heirs and legal
representatives, any legal or equitable
right, remedy or claim under or in respect of this Agreement or
any provision herein
contained.  This Agreement and all conditions and provisions
hereof are intended to be for the
sole and exclusive benefit of the parties hereto and respective
successors and said controlling
persons and officers and directors and their heirs and legal
representatives, and for the benefit
of no other person, firm or corporation.  No purchaser of Notes
shall be deemed to be a
successor by reason merely of such purchase.

     If the foregoing is in accordance with your understanding of
our agreement, please
sign and return to the Company a counterpart hereof, whereupon
this instrument along with
all counterparts will become a binding agreement between the
Agents and the Company in
accordance with its terms.


                              Very truly yours,

                              JOHN DEERE CAPITAL CORPORATION


                              By:    /s/ E. L. Schotanus
                                 Name:  E. L. Schotanus
                                 Title: Vice President



CONFIRMED AND ACCEPTED, as of
the date first above written:


MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED

By: /s/ Scott G. Primrose



/s/  Goldman, Sachs & Co.
        (Goldman, Sachs & Co.)


SALOMON BROTHERS INC


By:  /s/ Michele Moffat 

                                                               
EXHIBIT A  


     As compensation for the services of an Agent hereunder, the
Company shall pay such
Agent (on a discount basis or by other means agreed to by the
Company and such Agent) a
commission for the sale by such Agent of a Senior Note equal to
the price to the public of
such Note multiplied by the appropriate percentage set forth
below:

                                                  PERCENT OF
MATURITY RANGES                                 PRINCIPAL AMOUNT

From 9 months but less than 1 year.............          .125%

From 1 year but less than 18 months............          .150%

From 18 months but less than 2 years...........          .200%

From 2 years but less than 3 years.............          .250%

From 3 years but less than 4 years.............          .350%

From 4 years but less than 5 years.............          .450%

From 5 years but less than 6 years.............          .500%

From 6 years but less than 7 years.............          .550%

From 7 years but less than 10 years............          .600%

From 10 years to less than 15 years............          .625%

From 15 years to less than 20 years............          .650%

From 20 years to 30 years......................          .675%



     The above Schedule shall also apply to commissions paid in
connection with sales of
Subordinated Notes unless otherwise agreed to by the Company and
all of the Agents.

     Unless otherwise specified in the applicable Terms
Agreement, the discount payable to
an Agent shall be determined on the basis of the commission
schedule set forth above.

                                                                 
EXHIBIT B

     The following terms, if applicable, shall be agreed to by an
Agent and the Company
pursuant to each Terms Agreement:

          Principal Amount: $_______
            (or principal amount of foreign currency)
          Interest Rate:  
               If Fixed Rate Note, Interest Rate:

               If Floating Rate Note:
                    Interest Rate Basis:
                    Initial Interest Rate:
                    Initial Interest Reset Date:
                    Spread, Spread Multiplier or Other Formula, 
                     if any:
                    Index Maturity:
                    Interest Reset Date(s):
                    Interest Payment Date(s):
                    Maximum Interest Rate, if any:
                    Minimum Interest Rate, if any:
                    Interest Reset Period:
                    Interest Payment Period:
                    Calculation Agent:
          Redemption provisions, if any:
                    Initial Redemption Date:
                    Initial Redemption Percentage:
                    Annual Redemption Percentage Reduction:
          Repayment provisions if any:  
                    Optional Repayment Date(s):
          Date of Maturity:
          Purchase Price:  ___%
          Settlement Date and Time:
          Currency of Denomination:
          Denominations (if currency is other than U.S. dollars):
          Currency of Payment:
          Indexed Currency, if any:
          Base Exchange Rate, if any:
          Additional Terms:

Also, agreement as to whether the following will be required:

          Officer's Certificate pursuant to Section 7(b)
            of the Distribution Agreement.
          Legal Opinion pursuant to Section 7(c) of the
            Distribution Agreement.
          Comfort Letter pursuant to Section 7(d) of the 
            Distribution Agreement.
          Stand-off Agreement pursuant to Section 4(j) of the
            Distribution Agreement.

                                                               
EXHIBIT 1.2

                                                             
July 10, 1995

                      JOHN DEERE CAPITAL CORPORATION
                         (a Delaware corporation)
         Debt Securities and Warrants to Purchase Debt Securities
                  UNDERWRITING AGREEMENT BASIC PROVISIONS



     John Deere Capital Corporation (the "Company") proposes to
issue and sell up to
$1,068,850,000 aggregate principal amount of its senior debt
securities (the "Senior
Securities") or its subordinated debt securities (the
"Subordinated Securities"), or both, or
Warrants (the "Debt Warrants") to purchase Senior Securities or
Subordinated Securities, or
both, from time to time on terms to be determined at the time of
sale. The Senior Securities
will be issued under an indenture dated as of June 15, 1995 (the
"Senior Indenture") between
the Company and The Chase Manhattan Bank (National Association),
trustee. The
Subordinated Securities will be issued under an indenture dated
as of June 15, 1995 (the
"Subordinated Indenture") between the Company and The First
National Bank of Chicago,
trustee. The Senior Indenture and the Subordinated Indenture are
each sometimes hereinafter
referred to as the "Indenture". The Debt Warrants will be issued
under one or more warrant
agreements (the warrant agreement relating to any issue of Debt
Warrants to be sold pursuant
to this Agreement will be identified in the applicable Terms
Agreement (as hereinafter
defined) and is referred to herein as the "Warrant Agreement")
between the Company and the
Warrant Agent identified in such Warrant Agreement (the "Warrant
Agent"). Each issue of
Senior Securities, Subordinated Securities and Debt Warrants may
vary, as applicable, as to
aggregate principal amount, maturity date, interest rate or
formula and timing of payments
thereof, redemption provisions and sinking fund requirements, if
any, and any other variable
terms which the Senior Indenture, the Subordinated Indenture or
any Warrant Agreement, as
the case may be, contemplates may be set forth in the Senior
Securities, Subordinated
Securities and Debt Warrants as issued from time to time. The
Senior Securities, the
Subordinated Securities and the Debt Warrants may be offered
either together or separately.
As used herein, "Securities" shall mean Senior Securities,
Subordinated Securities, Debt
Warrants or any combination thereof; and "Warrant Securities"
shall mean the Senior
Securities or Subordinated Securities issuable upon exercise of
Debt Warrants. 

     This is to confirm the arrangements with respect to the
purchase of Underwritten
Securities from the Company by the Representative and the several
Underwriters listed in the
applicable terms agreement entered into between the
Representative and the Company of
which this Underwriting Agreement is Annex A thereto (the "Terms
Agreement"). With
respect to any particular Terms Agreement, the Terms Agreement,
together with the
provisions hereof incorporated therein by reference, is herein
referred to as the "Agreement".
Terms defined in the Terms Agreement are used herein as therein
defined. 

     The Company has filed with the Securities and Exchange
Commission (the
"Commission") a registration statement on Form S-3 No. 33-60383
and Post-Effective
Amendment No. 1 to Registration Statement No. 33-66082 relating
to the offering from time
to time, as set forth in the combined prospectus pursuant to Rule
429 contained in such
registration statement and as to be set forth in one or more
supplements to the prospectus of
the Company's Senior and Subordinated Securities and Warrants.
Such registration statements
as amended have been declared effective by the Commission, and
the Senior Indenture and
the Subordinated Indenture have been qualified under the Trust
Indenture Act of 1939 (the
"1939 Act"). Such registration statements as amended and the
prospectuses constituting a part
thereof, including all documents incorporated therein by
reference, as from time to time
amended or supplemented pursuant to the Securities Exchange Act
of 1934 (the "1934 Act"),
the Securities Act of 1933 (the "1933 Act"), or otherwise, are
collectively referred to herein
as the "Registration Statement" and the "Prospectus",
respectively; provided, however, that a
supplement of the Prospectus contemplated by Section 3(a) (a
"Prospectus Supplement") shall
be deemed to have supplemented the Prospectus only with respect
to the offering of
Underwritten Securities to which it relates. 

    Section 1.  Representations and Warranties.  The Company
represents and warrants to the
Representative and to each Underwriter named in a Terms Agreement
as of the date thereof
(the "Representation Date"), as follows: 

     (a)  The Registration Statement and the Prospectus, at the
time the Registration
Statement became effective and as of the applicable
Representation Date, complied in all
material respects with the requirements of the 1933 Act, the
rules and regulations thereunder
(the "Regulations") and the 1939 Act. The Registration Statement,
at the time the Registration
Statement No. 33-60383 became effective did not contain any
untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the
statements therein not misleading. The Prospectus, as of its date
and as of the applicable
Representation Date, did not, and will not, contain an untrue
statement of a material fact or
omit to state a material fact necessary in order to make the
statements therein, in light of the
circumstances under which they were made, not misleading;
provided, however, that the
representations and warranties in this subsection shall not apply
to statements in or omissions
from the Registration Statement or Prospectus made in reliance
upon and in conformity with
information furnished to the Company in writing by any
Underwriter through the
Representative expressly for use in the Registration Statement or
Prospectus or to that part of
the Registration Statement which shall constitute the Statement
of Eligibility and Qualification
under the 1939 Act (Form T-1) of the Trustees under the Senior
Indenture and the
Subordinated Indenture. 

     (b)  The financial statements and the supporting schedules
included in the
Registration Statement and Prospectus present fairly the
financial position of the Company
and its subsidiaries on a consolidated basis, as at the dates
indicated, and the respective results
of operations for the periods specified, in conformity with
generally accepted accounting
principles applied on a consistent basis during the periods
involved. 

     (c)  The documents incorporated by reference in the
Prospectus, at the time they
were or hereafter are filed with the Commission, complied and
will comply, as the case may
be, in all material respects with the requirements of the 1934
Act and the rules and
regulations thereunder, and, when read together and with the
other information in the
Prospectus, at the time the Registration Statement became
effective and at the time any
amendments thereto become effective or hereafter during the
period specified in Section 3(b),
did not and will not contain an untrue statement of a material
fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of
the circumstances under which they are made, not misleading. 

     (d)  Since the respective dates as of which information is
given in the Registration
Statement and the Prospectus, except as may otherwise be stated
in or contemplated by the
Registration Statement and Prospectus: (i) there has not been any
material adverse change in
the financial condition of the Company and its subsidiaries
considered as one enterprise, or in
the results of operations or business prospects of the Company
and its subsidiaries considered
as one enterprise, whether or not arising in the ordinary course
of business and (ii) there have
not been any transactions entered into by the Company or its
subsidiaries other than
(x) transactions in the ordinary course of business including
borrowings for the acquisition of
receivables and other operations and (y) transactions which are
not material in relation to the
Company and its subsidiaries considered as one enterprise. 

     (e)  The Company has been duly incorporated and is validly
existing as a
corporation in good standing under the laws of the State of
Delaware with power and
authority to own, lease and operate its properties and conduct
its business as described in the
Registration Statement. 

     (f)  The execution and delivery of this Agreement, the
Indenture and the Warrant
Agreement, if any, and the consummation of the transactions
contemplated herein and therein,
have been duly authorized by all necessary corporate action and
will not result in any breach
of any of the terms, conditions or provisions of, or constitute a
default under, or result in the
creation or imposition of any lien, charge or encumbrance upon
any property or assets of the
Company or its parent company, Deere & Company, pursuant to any
indenture, loan
agreement, contract or other agreement or instrument to which the
Company or Deere &
Company is a party or by which the Company or Deere & Company may
be bound or to
which any of the property or assets of the Company or Deere &
Company is subject, nor will
such action result in any violation of the provisions of the
charter or by-laws of the Company
or, to the best of its knowledge, any order, rule or regulation
applicable to the Company of
any court or of any federal, state or other regulatory authority
or other governmental body
having jurisdiction over the Company. 

     (g)  The Underwritten Securities have been duly authorized
for issuance and sale
pursuant to this Agreement (or will have been so authorized prior
to each issuance of
Underwritten Securities) and, when issued, authenticated and
delivered pursuant to the
provisions of this Agreement and of the Indenture or Warrant
Agreement, or both, as the case
may be, relating thereto, against payment of the consideration
therefor in accordance with this
Agreement, the Underwritten Securities or the Warrant Securities,
or both, will be valid and
legally binding obligations of the Company enforceable in
accordance with their terms, except
as enforcement thereof may be limited by bankruptcy, insolvency
or other laws relating to or
affecting enforcement of creditors' rights or by general equity
principles and will be entitled
to the benefits of the Indenture or Warrant Agreement, or both,
as the case may be, relating
thereto, and the Underwritten Securities, the Senior Indenture,
the Subordinated Indenture and
the Warrant Agreement, if any, conform in all material respects
to all statements relating
thereto contained in the Prospectus. 

     (h)  Deloitte & Touche are independent certified public
accountants as required by
the 1933 Act and the Regulations. 

     Any certificate signed by any officer of the Company and
delivered to the
Representative or counsel for the Underwriters in connection with
an offering of Underwritten
Securities shall be deemed a representation and warranty by the
Company, as to the matters
covered thereby, to each Underwriter participating in such
offering. 

    Section 2.  Purchase and Sale.  The obligations of the
Underwriters to purchase, and the
Company to sell, the Underwritten Securities shall be evidenced
by the Terms Agreement.
The Terms Agreement specifies the principal amount of the Senior
Securities or Subordinated
Securities, or both, and the number of Debt Warrants, if any, the
names of the Underwriters
participating in the offering (subject to substitution as
provided in Section 10 hereof) and the
principal amount of Underwritten Securities which each
Underwriter severally has agreed to
purchase, the purchase price to be paid by the Underwriters for
the Underwritten Securities,
the initial public offering price, if any, of the Underwritten
Securities, any delayed delivery
arrangements and any terms of the Underwritten Securities not
already specified in the
Indenture or Warrant Agreement, as the case may be, pursuant to
which they are being issued
(including, but not limited to, designations, denominations,
current ratings, interest rates or
formulas and payment dates, maturity dates, redemption provisions
and sinking fund
requirements). 

     The several commitments of the Underwriters to purchase
Underwritten Securities
pursuant to the Terms Agreement shall be deemed to have been made
on the basis of the
representations and warranties herein contained and shall be
subject to the terms and
conditions herein set forth. 

     Payment of the purchase price for, and delivery of, any
Underwritten Securities to be
purchased by the Underwriters shall be made at the office of
Brown & Wood, One World
Trade Center, New York, New York 10048, or at such other place as
shall be agreed upon by
the Representative and the Company, at 10:00 A.M., New York City
time, on the third 
business day (unless postponed in accordance with the provisions
of Section 10) following the
date of the Terms Agreement or such other time as shall be agreed
upon by the
Representative and the Company (each such time and date being
referred to as a "Closing
Time"). Unless otherwise specified in the Terms Agreement,
payment shall be made to the
Company by Federal Funds wire transfer or similar immediately
available funds payable to
the order of the Company against delivery to the Representative
for the respective accounts of
the Underwriters of the Underwritten Securities to be purchased
by them. The Underwritten
Securities shall be in such denominations and registered in such
names as the Representative
may request in writing at least one business day prior to the
applicable Closing Time. The
Underwritten Securities, which may be in temporary form, will be
made available for
examination and packaging by the Representative on or before the
first business day prior to
Closing Time. 

     If authorized by the Terms Agreement, the Underwriters named
therein may solicit
offers to purchase Underwritten Securities from the Company
pursuant to delayed delivery
contracts ("Delayed Delivery Contracts") substantially in the
form of Exhibit A hereto with
such changes therein as the Company may approve. As compensation
for arranging Delayed
Delivery Contracts, the Company will pay to the Representative at
Closing Time, for the
accounts of the Underwriters, a fee equal to that percentage of
the principal amount of Senior
Securities or Subordinated Securities or based on the number of
Debt Warrants, as the case
may be, for which Delayed Delivery Contracts are made at Closing
Time as is specified in the
Terms Agreement. Any Delayed Delivery Contracts are to be with
institutional investors of
the types set forth in the Prospectus. At Closing Time the
Company will enter into Delayed
Delivery Contracts (for not less than the minimum principal
amount of Senior Securities or
Subordinated Securities or number of Debt Warrants per Delayed
Delivery Contract specified
in the applicable Terms Agreement) with all purchasers proposed
by the Underwriters and
previously approved by the Company as provided below, but not for
an aggregate principal
amount of Senior Securities or Subordinated Securities or number
of Debt Warrants in excess
of that specified in the Terms Agreement. The Underwriters will
not have any responsibility
for the validity or performance of Delayed Delivery Contracts. 

     The Representative shall submit to the Company, at least two
business days prior to
Closing Time, the names of any institutional investors with which
it is proposed that the
Company will enter into Delayed Delivery Contracts and the
principal amount of Senior
Securities or Subordinated Securities or number of Debt Warrants
to be purchased by each of
them, and the Company will advise the Representative, at least
one business day prior to
Closing Time, of the names of the institutions with which the
making of Delayed Delivery
Contracts is approved by the Company and the principal amount of
Senior Securities or
Subordinated Securities or number of Debt Warrants to be covered
by each such Delayed
Delivery Contract. 

     The principal amount of Senior Securities or Subordinated
Securities or number of
Debt Warrants agreed to be purchased by the respective
Underwriters pursuant to the Terms
Agreement shall be reduced by the principal amount of Senior
Securities or Subordinated
Securities or number of Debt Warrants, as the case may be,
covered by Delayed Delivery
Contracts, as to each Underwriter as set forth in a written
notice delivered by the
Representative to the Company; provided, however, that the total
principal amount of Senior
Securities or Subordinated Securities or number of Debt Warrants
to be purchased by all
Underwriters shall be the total amount of Senior Securities or
Subordinated Securities or
number of Debt Warrants covered by the applicable Terms
Agreement, less the principal
amount of Senior Securities or Subordinated Securities or number
of Debt Warrants, as the
case may be, covered by Delayed Delivery Contracts. 

    Section 3.  Covenants of the Company.  The Company covenants
with the Representative,
and with each Underwriter participating in the offering of
Underwritten Securities, as follows:


     (a)  Immediately following the execution of the Terms
Agreement, the Company
will prepare a Prospectus Supplement setting forth the principal
amount of Senior Securities
and/or Subordinated Securities and the number of Debt Warrants
covered thereby and their
terms not otherwise specified in the Indenture or Warrant
Agreement, as the case may be,
pursuant to which the Senior Securities, Subordinated Securities
or Debt Warrants, as the case
may be, are being issued, the names of the Underwriters
participating in the offering and the
principal amount of Senior Securities or Subordinated Securities
and the number of Debt
Warrants which each severally has agreed to purchase, the names
of the Underwriters acting
as co-managers in connection with the offering, the price at
which the Underwritten Securities
are to be purchased by the Underwriters from the Company, the
initial public offering price,
the selling concession and reallowance, if any, any delayed
delivery arrangements, and such
other information as the Representative and the Company deem
appropriate in connection with
the offering of the Underwritten Securities. The Company will
promptly transmit copies of the
Prospectus Supplement to the Commission for filing pursuant to
Rule 424 of the Regulations
and will furnish to the Underwriters named therein as many copies
of the Prospectus and such
Prospectus Supplement as the Representative shall reasonably
request. 

     (b)  If, at any time when the Prospectus is required by the
1933 Act to be delivered
in connection with sales of the Underwritten Securities, any
event shall occur or condition
exist as a result of which it is necessary, in the opinion of
counsel for the Underwriters or
counsel for the Company, to further amend or supplement the
Prospectus in order that the
Prospectus will not include an untrue statement of a material
fact or omit to state any material
fact necessary to make the statements therein not misleading in
the light of circumstances
existing at the time it is delivered to a purchaser or if it
shall be necessary, in the opinion of
either such counsel, at any such time to amend or supplement the
Registration Statement or
the Prospectus in order to comply with the requirements of the
1933 Act or the Regulations,
the Company will promptly prepare and file with the Commission
such amendment or
supplement, whether by filing documents pursuant to the 1934 Act
or otherwise, as may be
necessary to correct such untrue statement or omission or to make
the Registration Statement
and Prospectus comply with such requirements. 

     (c)  With respect to each sale of Underwritten Securities,
the Company will make
generally available to its security holders as soon as
practicable, but not later than 90 days
after the close of the period covered thereby, earning statements
(in form complying with the
provisions of Rule 158 under the 1933 Act) covering 12-month
periods beginning, in each
case, not later than the first day of the Company's fiscal
quarter next following the "effective
date" (as defined in Rule 158) of the Registration Statement
relating to Underwritten
Securities. 

     (d)  At any time when the Prospectus is required by the 1933
Act to be delivered in
connection with sales of the Underwritten Securities, the Company
will give the
Representative notice of its intention to file any amendment to
the Registration Statement or
any amendment or supplement to the Prospectus, whether pursuant
to the 1934 Act, the 1933
Act or otherwise, will furnish the Representative with copies of
any such amendment or
supplement or other documents proposed to be filed a reasonable
time in advance of filing,
and will not file any such amendment or supplement or other
documents in a form to which
the Representative or counsel for the Underwriters shall
reasonably object. 

     (e)  At any time when the Prospectus is required by the 1933
Act to be delivered in
connection with sales of the Underwritten Securities, the Company
will notify the
Representative immediately, and confirm such notice in writing,
of (i) the effectiveness of any
amendment to the Registration Statement, (ii) the mailing or the
delivery to the Commission
for filing of any supplement to the Prospectus or any document to
be filed pursuant to the
1934 Act, (iii) the receipt of any comments from the Commission
with respect to the
Registration Statement, the Prospectus or any supplement to the
Prospectus, (iv) any request
by the Commission for any amendment to the Registration Statement
or any amendment or
supplement to the Prospectus or for additional information, and
(v) the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or
the initiation of any proceedings for that purpose. The Company
will make every reasonable
effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the
lifting thereof at the earliest possible moment. 

     (f)  During the period specified in (b) above, the Company
will deliver to the
Representative as many signed and conformed copies of the
registration statement (as
originally filed) and of each amendment thereto (including
exhibits filed therewith or
incorporated by reference therein and documents incorporated by
reference in the Prospectus)
as the Representative may reasonably request. 

     (g)  The Company will endeavor in good faith to qualify the
Underwritten
Securities for offering and sale under the applicable securities
laws of such jurisdictions as the
Representative may designate; provided, however, that the Company
shall not be obligated to
file any general consent to service or to qualify as a foreign
corporation or as a dealer in
securities in any jurisdiction in which it is not so qualified.
The Company will maintain such
qualifications in effect for as long as may be required for the
distribution of the Underwritten
Securities. The Company will file such statements and reports as
may be required by the laws
of each jurisdiction in which the Underwritten Securities have
been qualified as above
provided. 

     (h)  The Company, during the period when the Prospectus is
required to be
delivered under the 1933 Act in connection with the sale of the
Underwritten Securities, will
file promptly all documents required to be filed with the
Commission pursuant to Section 13
or 14 of the 1934 Act. 

     (i)  Between the date of the Terms Agreement and the later
of termination of any
trading restrictions or Closing Time with respect to the
Underwritten Securities covered
thereby, except for the issuance of senior debt securities or
subordinated debt securities upon
the exercise of debt warrants, if any, the Company will not,
without the Representative's prior
consent, offer to sell, or enter into any agreement to sell, any
new issue of debt securities of
the Company with a maturity of more than one year, including
additional Securities (other
than borrowings under the Company's revolving credit agreements).


    Section 4.  Conditions of Underwriters' Obligations.  The
several obligations of the
Underwriters to purchase Underwritten Securities pursuant to the
Terms Agreement are
subject to the accuracy of the representations and warranties on
the part of the Company
herein contained, to the accuracy of the statements of the
Company's officers made in any
certificate furnished pursuant to the provisions hereof, to the
performance by the Company of
all of its covenants and other obligations hereunder and to the
following further conditions: 

     (a)  At the applicable Closing Time, (i) no stop order
suspending the effectiveness
of the Registration Statement shall have been issued under the
1933 Act or proceedings
therefor initiated or threatened by the Commission, (ii) the
rating assigned by Moody's
Investors Service, Inc., Standard & Poor's Corporation and Duff
and Phelps, Inc. to any
long-term debt securities of the Company as of the date of the
Terms Agreement shall not
have been lowered since the execution of such Terms Agreement and
(iii) there shall not have
come to the Representative's attention any facts that would cause
the Representative to believe
that the Prospectus, together with the applicable Prospectus
Supplement, at the time it was
required to be delivered to a purchaser of the Underwritten
Securities, contained an untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the
statements therein, in the light of the circumstances existing at
such time, not misleading. 

     (b)  At the applicable Closing Time, the Representative
shall have received: 

     (1)  The favorable opinion, dated as of the applicable
Closing Time, of Shearman &
Sterling, counsel for the Company, in form and substance
satisfactory to the Representative, to
the effect that: 

     (i)  The Company is a corporation duly incorporated and
validly existing under the
laws of the state of Delaware. 

     (ii) This Agreement and the Delayed Delivery Contracts, if
any, have been duly
authorized, executed and delivered by the Company. 

     (iii)     The Indenture and any Warrant Agreement pursuant
to which Underwritten
Securities are being issued have been duly authorized, executed
and delivered by the
Company and, assuming due authorization, execution and delivery
by the Trustee, in the case
of the Indenture, and the Warrant Agent, in the case of any
Warrant Agreement, constitute a
valid and binding obligation of the Company, enforceable in
accordance with their terms,
except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization or
other similar laws affecting enforcement of creditors' rights
generally and except as
enforcement thereof is subject to general principles of equity
(regardless of whether
enforcement is considered in a proceeding in equity or at law)
and except as enforcement
thereof is subject, in the case of Underwritten Securities
denominated in a foreign currency or
currency unit, to provisions of law that require that a judgment
for money damages rendered
by a court in the United States be expressed only in United
States dollars. 

     (iv) The Underwritten Securities have been duly authorized
by the Company and,
when executed and authenticated as specified in the Indenture, in
the case of Senior or
Subordinated Debt Securities, or any Warrant Agreement, in the
case of Debt Warrants, and
delivered against payment pursuant to this Agreement, the
Underwritten Securities will be
valid and binding obligations of the Company entitled to the
benefits of the Indenture, in the
case of Senior or Subordinated Debt Securities, or any Warrant
Agreement, in the case of
Debt Warrants and enforceable in accordance with their terms,
except as enforcement thereof
may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting
enforcement of creditors' rights generally and except as
enforcement thereof is subject to
general principles of equity (regardless of whether enforcement
is considered in a proceeding
in equity or at law) and except as enforcement thereof is
subject, in the case of Underwritten
Securities denominated in a foreign currency or currency unit, to
provisions of law that
require that a judgment for money damages rendered by a court in
the United States be
expressed only in United States dollars; and the Warrant
Securities, if any, have been duly
authorized by the Company and, when executed and authenticated as
specified in the
Indenture, and delivered against payment pursuant to the Warrant
Agreement, the Warrant
Securities will be valid and binding obligations of the Company
entitled to the benefits of the
Indenture and enforceable in accordance with their terms, except
as enforcement thereof may
be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting
enforcement of creditors' rights generally and except as
enforcement thereof is subject to
general principles of equity (regardless of whether enforcement
is considered in a proceeding
in equity or at law) and except as enforcement thereof is
subject, in the case of Warrant
Securities denominated in a foreign currency or currency unit, to
provisions of law that
require that a judgment for money damages rendered by a court in
the United States be
expressed only in United States dollars. 

     (v)  The Underwritten Securities, the Indenture and any
Warrant Agreement
conform in all material respects as to legal matters to the
descriptions thereof in the
Prospectus. 

     (vi) The Indenture has been duly qualified under the 1939
Act. 

     (vii)     The Registration Statement is effective under the
1933 Act and, to the best of
their knowledge and information, no stop order suspending the
effectiveness of the
Registration Statement has been issued under the 1933 Act or
proceedings therefor initiated or
threatened by the Commission. 

     (viii)    The Registration Statement and Prospectus, and
each amendment or supplement
thereto (except for the financial statements and other financial
data included therein or omitted
therefrom and the Statement of Eligibility and Qualification of
the Trustee on Form T-1, as to
which such counsel need express no opinion), excluding the
documents incorporated by
reference therein, as of their respective effective or issue
dates, appear on their face to have
been appropriately responsive in all material respects to the
requirements of the 1933 Act, the
1939 Act and the Regulations. 

     (ix) The documents incorporated by reference in the
Prospectus (except for the
financial statements and other financial data included therein or
omitted therefrom, as to
which such counsel need express no opinion), as of the dates they
were filed with the
Commission, appear on their face to have been appropriately
responsive in all material
respects to the requirements of the 1934 Act and the rules and
regulations of the Commission
thereunder. 

     (x)  The execution and delivery of this Agreement, the
fulfillment of the terms
herein set forth and the consummation of the transactions herein
contemplated will not
conflict with the charter or by-laws of the Company. 

Such opinion shall also state that such counsel has not verified,
and is not passing upon and
does not assume any responsibility for, the accuracy,
completeness or fairness of the
statements contained in the Registration Statement or the
Prospectus, other than those
mentioned in (v) of subsection 4(b)(1) of this Section. Such
counsel has, however, generally
reviewed and discussed such statements with certain officers of
the Company and its auditors.
In the course of such review and discussion, no facts have come
to such counsel's attention
that lead such counsel to believe (i) that the Registration
Statement or any amendment thereto
(except for the financial statements and other financial data
included therein or omitted
therefrom and the Statement of Eligibility and Qualification of
the Trustee on Form T-1, as to
which such counsel need not comment), at the time the
Registration Statement or any such
amendment became effective or at the time an Annual Report on
Form 10-K was filed (No.
33-60383 whichever is later), contained an untrue statement of a
material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein
not misleading or (ii) that the Prospectus or any amendment or
supplement thereto (except for
the financial statements and other financial data included
therein or omitted therefrom, as to
which such counsel need not comment), at the time the Prospectus
was issued, at the time any
such amended or supplemented Prospectus was issued or at the
Closing Time, included or
includes an untrue statement of a material fact or omitted or
omits to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under
which they were made, not misleading. 

     (2)  The favorable opinion, dated as of the applicable
Closing Time, of Frank S.
Cottrell (or his successor), the General Counsel of Deere,
Michael A. Harring, Assistant
General Counsel of Deere, or John O. Hayes, Associate General
Counsel to the effect that
(i) the Company is duly qualified to transact business and is in
good standing in the states of
Georgia, Maryland, Nevada and Tennessee, (ii) the execution and
delivery of this Agreement,
the Indenture and any Warrant Agreement, the fulfillment of the
terms herein and therein set
forth and the consummation of the transactions herein and therein
contemplated will not
conflict with or constitute a breach of, or default under, the
charter or by-laws of the
Company or any agreement, indenture or other instrument known to
such counsel of which
the Company is a party or by which it is bound, or any law,
administrative regulation or
administrative or court order known to him to be applicable to
the Company and (iii) the
execution and delivery of this Agreement, the Indenture and any
Warrant Agreement, and the
consummation of the transactions herein and therein contemplated
will not conflict with or
constitute a breach of any agreement, indenture or other
instrument known to him of which
Deere or any of its subsidiaries is a party or by which any of
them is bound.

     (3)  The favorable opinion, dated as of the applicable
Closing Time, of Brown &
Wood, counsel for the Underwriters, with respect to the matters
set forth in (i) to (viii),
inclusive, and the last paragraph, of subsection (b)(1) of this
Section. 

     (c)  At the applicable Closing Time, there shall not have
been, since the date of the
Terms Agreement or since the respective dates as of which
information is given in the
Registration Statement, any material adverse change in the
financial condition of the Company
and its subsidiaries considered as one enterprise, or in the
results of operations or business
prospects of the Company and its subsidiaries considered as one
enterprise, whether or not
arising in the ordinary course of business, and the
Representative shall have received a
certificate of the President or a Vice President of the Company,
dated as of such Closing
Time, to the effect that there has been no such material adverse
change and to the effect that
the other representations and warranties of the Company contained
in Section 1 are true and
correct with the same force and effect as though such Closing
Time were a Representation
Date. 

     (d)  The Representative shall have received from Deloitte &
Touche or other
independent certified public accountants acceptable to the
Representative a letter, dated as of
the date of the Closing Time and delivered at such time, in form
heretofore agreed to. 

     (e)  At the applicable Closing Time, counsel for the
Underwriters shall have been
furnished with such documents and opinions as they may reasonably
require for the purpose
of enabling them to pass upon the issuance and sale of the
Underwritten Securities as herein
contemplated and related proceedings or in order to evidence the
accuracy and completeness
of any of the representations and warranties, or the fulfillment
of any of the conditions, herein
contained; and all proceedings taken by the Company in connection
with the issuance and sale
of the Underwritten Securities as herein contemplated shall be
satisfactory in form and
substance to the Representative and counsel for the Underwriters.


     If any condition specified in this Section shall not have
been fulfilled when and as
required to be fulfilled, this Agreement may be terminated by the
Representative by notice to
the Company at any time at or prior to the applicable Closing
Time, and such termination
shall be without liability of any party to any other party except
as provided in Section 5. 

    Section 5.  Payment of Expenses.  The Company will pay all
expenses incident to the
performance of its obligations under this Agreement, including
(i) the printing and filing of
the Registration Statement and all amendments thereto, and the
printing of this Agreement and
the Terms Agreement, (ii) the preparation, issuance and delivery
of the Underwritten
Securities to the Underwriters and any Warrant Securities
issuable upon exercise of Debt
Warrants, (iii) the fees and disbursements of the Company's
counsel and accountants, (iv) the
qualification of the Underwritten Securities and any Warrant
Securities issuable upon exercise
of Debt Warrants under securities laws in accordance with the
provisions of Section 3(g),
including filing fees and the fee and disbursements of counsel
for the Underwriters in
connection therewith and in connection with the preparation of
any Blue Sky Surveys and
Legal Investment Surveys, (v) the printing and delivery to the
Underwriters in quantities as
hereinabove stated of copies of the registration statements and
all amendments thereto, of the
Registration Statement and any amendments thereto, and of the
Prospectus and any
amendments or supplements thereto, (vi) the printing and delivery
to the Underwriters of
copies of the Senior Indenture and the Subordinated Indenture,
the Warrant Agreement, if
any, and any Blue Sky Surveys and Legal Investment Surveys, (vii)
the fees, if any, of rating
agencies and (viii) the fees and expenses, if any, incurred in
connection with the listing of the
Underwritten Securities or any Warrant Securities on any national
securities exchange. 

     If this Agreement is terminated by the Representative in
accordance with the
provisions of Section 4 or Section 9(i), the Company shall
reimburse the Underwriters named
in the Terms Agreement for all of their out-of-pocket expenses,
including the reasonable fees
and disbursements of counsel for the Underwriters. 

    Section 6.  Indemnification.  (a) The Company agrees to
indemnify and hold harmless
each Underwriter and each person, if any, who controls any
Underwriter within the meaning
of Section 15 of the 1933 Act as follows: 

     (i)  against any and all loss, liability, claim, damage and
expense whatsoever
arising out of any untrue statement or alleged untrue statement
of a material fact contained in
the Registration Statement (or any amendment thereto), or any
omission or alleged omission
therefrom, of a material fact required to be stated therein or
necessary to make the statements
therein not misleading or arising out of any untrue statement or
alleged untrue statement of a
material fact contained in the Prospectus (or any amendment or
supplement thereto), or the
omission or alleged omission therefrom, of a material fact
necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not
misleading, unless such untrue statement or omission or such
alleged untrue statement or
omission was made in reliance upon and in conformity with written
information furnished to
the Company by or on behalf of any Underwriter through the
Representative expressly for use
in the Registration Statement (or any amendment thereto) or the
Prospectus (or any
amendment or supplement thereto), or was made in reliance upon
the Form T-1 of either of
the Trustees under the Senior Indenture and the Subordinated
Indenture; 

     (ii) against any and all loss, liability, claim, damage and
expense whatsoever to the
extent of the aggregate amount paid in settlement of any
litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or
any such alleged untrue
statement or omission, if such settlement is effected with the
written consent of the Company;
and 

     (iii)     against any and all expense whatsoever reasonably
incurred in investigating,
preparing or defending against any litigation, or any
investigation or proceeding by any
governmental agency or body, commenced or threatened, or any
claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue
statement or omission, to
the extent that any such expense is not paid under (i) or (ii)
above. 

     In no case shall the Company be liable under this indemnity
agreement with respect to
any claim made against any Underwriter or any such controlling
person unless the Company
shall be notified in writing of the nature of the claim within a
reasonable time after the
assertion thereof, but failure so to notify the Company shall not
relieve it from any liability
which it may have otherwise than on account of this indemnity
agreement. The Company
shall be entitled to participate at its own expense in the
defense, or if it so elects within a
reasonable time after receipt of such notice, to assume the
defense for any suit brought to
enforce any such claim, but if the Company elects to assume the
defense, such defense shall
be conducted by counsel chosen by it and satisfactory to the
Underwriter or Underwriters or
controlling person or persons, defendant or defendants in any
suit so brought. In the event that
the Company elects to assume the defense of any such suit and
retains such counsel, the
Underwriter or Underwriters or controlling person or persons,
defendant or defendants in the
suit shall bear the fees and expenses of any additional counsel
thereafter retained by them. In
the event that the parties to any such action (including
impleaded parties) include both the
Company and one or more Underwriters and any such Underwriter
shall have been advised by
counsel chosen by it and satisfactory to the Company that there
may be one or more legal
defenses available to it which are different from or additional
to those available to the
Company, the Company shall not have the right to assume the
defense of such action on
behalf of such Underwriter and will reimburse such Underwriter
and any person controlling
such Underwriter as aforesaid for the reasonable fees and
expenses of any counsel retained by
them, it being understood that the Company shall not, in
connection with any one action or
separate but similar or related actions in the same jurisdiction
arising out of the same general
allegations or circumstances, be liable for the reasonable fees
and expenses of more than one
separate firm of attorneys for all such Underwriters and
controlling persons, which firm shall
be designated in writing by the Representative. The Company
agrees to notify the
Representative within a reasonable time of the assertion of any
claim against it, any of its
officers or directors or any person, if any, who controls the
Company within the meaning of
Section 15 of the 1933 Act, in connection with the sale of the
Underwritten Securities. 

     (b)  Each Underwriter severally agrees that it will
indemnify and hold harmless the
Company and each of its officers who signs the Registration
Statement and each of its
directors and each person, if any, who controls the Company
within the meaning of
Section 15 of the 1933 Act to the same extent as the foregoing
indemnity from the Company,
but only with respect to statements or omissions made in the
Prospectus (or any amendment
or supplement thereto) or the Registration Statement (or any
amendment thereto) in reliance
upon and in conformity with written information furnished to the
Company by or on behalf of
such Underwriter through the Representative expressly for use in
the Registration Statement
(or any amendment thereto) or the Prospectus (or any amendment or
supplement thereto). In
case any action shall be brought against the Company or any
person so indemnified based on
the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment
or supplement thereto) and in respect of which indemnity may be
sought against any
Underwriter, such Underwriter shall have the rights and duties
given to the Company, and the
Company and each person so indemnified shall have the rights and
duties given to the
Underwriters, by the provisions of subsection (a) of this
Section. 

    Section 7.  Contribution.  If the indemnification provisions
provided in Section 6 above
should under applicable law be unenforceable in respect of any
losses, liabilities, claims,
damages or expenses (or actions in respect thereof) referred to
therein, then each indemnifying
party shall contribute to the amount paid or payable by such
indemnified party as a result of
such losses, liabilities, claims, damages or expenses (or actions
in respect thereof) in such
proportion as is appropriate to reflect the relative benefits
received by the Company and the
Underwriters from the offering of the Underwritten Securities and
also the relative fault of the
Company and the Underwriters in connection with the statements or
omissions which resulted
in such losses, liabilities, claims, damages or expenses (or
actions in respect thereof), as well
as any other relevant equitable considerations. The relative
benefits received by the Company
and the Underwriters shall be deemed to be in the same proportion
as the total net proceeds
from the offering (before deducting expenses) received by the
Company and the total
underwriting discounts and commissions received by the
Underwriters, in each case as set
forth in the Prospectus, bear to the aggregate public offering
price of the Underwritten
Securities. The relative fault shall be determined by reference
to, among other things, whether
the indemnified party failed to give the notice required under
Section 6 above including the
consequences of such failure, and whether the untrue or alleged
untrue statement of a material
fact or the omission or alleged omission to state a material fact
relates to information supplied
by the Company or the Underwriters and the parties' relative
intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission of the Company
and the Underwriters, directly or through the Representative of
the Underwriters. The
Company and the Underwriters agree that it would not be just and
equitable if contribution
pursuant to this Section 7 were determined by per capita
allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other
method of allocation which does
not take account of the equitable considerations referred to
above in this Section 7. The
amount paid or payable by an indemnified party as a result of the
losses, liabilities, claims,
damages or expenses (or actions in respect thereof) referred to
above in this Section 7 shall be
deemed to include any legal or other expenses reasonably incurred
by such indemnified party
in connection with investigating or defending any such action or
claim. Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to
contribute any amount in
excess of the amount by which the total price at which the
Underwritten Securities
underwritten by it and distributed to the public were offered to
the public exceeds the amount
of any damages which such Underwriter has otherwise been required
to pay by reason of such
untrue or alleged untrue statement or omission or alleged
omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of
such fraudulent
misrepresentation. The Underwriters' obligations in this Section
7 to contribute are several in
proportion to their respective underwriting obligations and not
joint. 

     The obligations of the Company under this Section 7 shall be
in addition to any
liability which the Company may otherwise have and shall extend,
upon the same terms and
conditions, to each person, if any, who controls any Underwriter
within the meaning of
Section 15 of the 1933 Act; and the obligations of the
Underwriters under this Section 7 shall
be in addition to any liability which the respective Underwriters
may otherwise have and shall
extend, upon the same terms and conditions, to each officer who
signs the Registration
Statement and each director of the Company and to each person, if
any, who controls the
Company within the meaning of Section 15 of the 1933 Act.

    Section 8.  Representations, Warranties and Agreements to
Survive Delivery.  All
representations, warranties and agreements contained in this
Agreement, or contained in
certificates of officers of the Company submitted pursuant
hereto, shall remain operative and
in full force and effect, regardless of any termination of this
Agreement, or any investigation
made by or on behalf of any Underwriter or controlling person, or
by or on behalf of the
Company, and shall survive delivery of any Underwritten
Securities to the Underwriters. 

    Section 9.  Termination.  The Representative may terminate
this Agreement, immediately
upon notice to the Company, at any time prior to the applicable
Closing Time (i) if there has
been, since the date of the Terms Agreement or since the
respective dates as of which
information is given in the Registration Statement, any material
adverse change in the
financial condition of the Company and its subsidiaries
considered as one enterprise, or in the
results of operations or business prospects of the Company and
its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of
business, or (ii) if there has
occurred any outbreak or escalation of hostilities or other
calamity or crisis the effect of
which on the financial markets of the United States is such as to
make it, in the judgment of
the Representative, impracticable to market the Underwritten
Securities or enforce contracts
for the sale of the Underwritten Securities, or (iii) if trading
on either the American Stock
Exchange or the New York Stock Exchange has been suspended, or
minimum or maximum
prices for trading have been fixed, or maximum ranges for prices
for securities have been
required, by either of said exchanges or by order of the
Commission or any other
governmental authority, or if a banking moratorium has been
declared by either Federal or
New York authorities. In the event of any such termination, (x)
the covenants set forth in
Section 3 with respect to any offering of Underwritten Securities
shall remain in effect so
long as any Underwriter retains beneficial ownership of any such
Underwritten Securities
purchased from the Company pursuant to the applicable Terms
Agreement and (y) the
covenant set forth in Section 3(c), the provisions of Section 5,
the indemnity agreement set
forth in Section 6, the contribution agreement set forth in
Section 7 and the provisions of
Sections 8 and 13 shall remain in effect. 

    Section 10.  Default.  If one or more of the Underwriters
participating in an offering of
Securities shall fail at the applicable Closing Time to purchase
the Underwritten Securities
which it or they are obligated to purchase under the applicable
Terms Agreement (the
"Defaulted Securities"), then the Representative shall have the
right, within 24 hours
thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any
other underwriters, to purchase all, but not less than all, of
the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set
forth. If, however, during such
24 hours the Representative shall not have completed such
arrangements for the purchase of
all of the Defaulted Securities, then: 

     (a)  if the aggregate principal amount of Defaulted
Securities does not exceed 10%
of the aggregate principal amount of the Underwritten Securities
to be purchased pursuant to
the Terms Agreement, the non-defaulting Underwriters named in
such Terms Agreement shall
be obligated to purchase the full amount thereof in the
proportions that their respective
underwriting obligations thereunder bear to the underwriting
obligations of all such
non-defaulting Underwriters, or 

     (b)  if the aggregate principal amount of Defaulted
Securities exceeds 10% of the
aggregate principal amount of the Underwritten Securities to be
purchased pursuant to such
Terms Agreement, the Terms Agreement shall terminate without any
liability on the part of
any non-defaulting Underwriters or the Company. 

     As used in this Section only, the aggregate amount or
aggregate principal amount of
Underwritten Securities shall mean the aggregate principal amount
of any Senior Securities or
Subordinated Securities plus the public offering price of any
Debt Warrants included in the
relevant Underwritten Securities. 

     No action taken pursuant to this Section shall relieve any
defaulting Underwriter from
liability in respect of any default of such Underwriter under
this Agreement and the Terms
Agreement. 

     In the event of a default by any Underwriter or Underwriters
as set forth in this
Section, either the Representative or the Company shall have the
right to postpone the
applicable Closing Time for a period not exceeding seven days in
order that any required
changes in the Registration Statement or Prospectus or in any
other documents or
arrangements may be effected. 

    Section 11.  Notices.  All notices and other communications
hereunder shall be in writing
and shall be deemed to have been duly given if mailed or
transmitted by any standard form of
telecommunication. Notices to the Underwriters shall be directed
to the Representative; notices
to the Company shall be directed to it at Suite 600, 1 East First
Street, Reno, Nevada 89501,
Attention: Manager. 

    Section 12.  Parties.  This Agreement shall inure to the
benefit of and be binding upon
the Company and any Underwriter who becomes a party hereto, and
their respective
successors. Nothing expressed or mentioned in this Agreement is
intended or shall be
construed to give any person, firm or corporation, other than the
parties hereto or thereto and
their respective successors and the controlling persons and
officers and directors referred to in
Sections 6 and 7 and their heirs and legal representatives, any
legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision
herein contained. This
Agreement and all conditions and provisions hereof are intended
to be for the sole and
exclusive benefit of the parties and their respective successors
and said controlling persons
and officers and directors and their heirs and legal
representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Underwritten
Securities from any
Underwriter shall be deemed to be a successor by reason merely of
such purchase. 

    Section 13.  Governing Law.  This Agreement shall be governed
by and construed in
accordance with the laws of the State of New York applicable to
agreements made and to be
performed in said State. 

    Section 14.  Counterparts.  The Terms Agreement may be
executed in one or more
counterparts, and if executed in more than one counterpart the
executed counterparts shall
constitute a single instrument.


                                                                  
 ANNEX A

                      JOHN DEERE CAPITAL CORPORATION
                         (a Delaware corporation)
                           [Title of Securities]

                              TERMS AGREEMENT

                                                   Dated:         
, 19    

John Deere Capital Corporation
1 East First Street
Reno, Nevada 89501

Attention:

Dear Sirs:

     We (the "Representative") understand that John Deere Capital
Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell [$        
aggregate principal amount
of its [Title of Debt Securities (the "Debt Securities")]] [and]
[   Warrants (the "Debt
Warrants") to purchase an aggregate of $         principal amount
of [Title of Warrant
Securities (the "Warrant Securities")]] ([such Debt Securities
and Debt Warrants being
collectively hereinafter referred to as] the "Underwritten
Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein,
the Company has agreed to
sell to the underwriters named below (the "Underwriters"), and
the Underwriters have agreed,
severally and not jointly, to purchase from the Company, the
respective amounts of [Debt
Securities] [and] [Debt Warrants] set forth below opposite their
respective names at the [
respective] purchase price[s] set forth below. 


Underwriter                   [Principal Amount  [Number of     
                              Debt Securities    Debt Warrants



     

               Total          $]                       $]         
   
     

     
               

     The Underwritten Securities shall have the following terms:

                                   [Debt Securities

          Title of Debt Securities:

          Currency:

          Principal amount to be issued:  

          Current ratings:  Moody's Investors Service, Inc.   ;
Standard & Poor's 
                    Corporation   ;  Duff and Phelps, Inc.   .

          Interest rate or formula: [    %]    

                    [Floating Rate Basis:

                    Spread:

                    Reset Dates:

                    Interest Determination Dates:]

          Interest Payment Dates:

          Regular Record Dates:

          Stated Maturity Date:

          Redemption provisions:

          Sinking fund requirements:

          Delayed Delivery Contracts:  [authorized] [not
authorized]

                    [Date of delivery:
                    Minimum contract:
                    Maximum aggregate principal amount:
                    Fee:     %]

          [Initial public offering price:     %, plus accrued
interest, if any, or amortized
          original issue discount, if any, from           , 19   
 .]

          Purchase price:     %, plus accrued interest, if any,
or amortized original issue
          discount, if any, from           , 19     (payable in
[next][same]-day funds).

          Form:

          Other terms:

          [Closing Date and Location:]

                                   [Debt Warrants

          Number of Debt Warrants to be issued:
          Debt Warrant Agent:
          Issuable jointly with Debt Securities:  [Yes]  [No]

                    [Number of Debt Warrants issued
                    with each $     principal
                    amount of Debt Securities:]
                    [Detachable data:]

          Date from which Debt Warrants are exercisable:
          Date on which Debt Warrants expire:
          Exercise price(s) of Debt Warrants:
          Initial public offering price:  $
          Purchase price:  $
          Title of Warrant Securities:

                    Principal amount purchasable upon exercise of
one Debt
                    Warrant:
                    Interest rate:           Payable:
                    Date of maturity:
                    Redemption provisions:
                    Sinking fund requirements:

          [Delayed Delivery Contracts: [authorized] [not
authorized]

                    [Date of delivery:
                    Minimum contract:
                    Maximum aggregate principal amount:
                    Fee:     %]

          Other terms:

          [Closing date and location:]]

     All the provisions contained in the document attached as
Annex A hereto entitled "John
Deere Capital Corporation Debt Securities and Warrants to
Purchase Debt
Securities Underwriting Agreement Basic Provisions" are hereby
incorporated by reference in
their entirety herein and shall be deemed to be a part of this
Terms Agreement to the same extent
as if such provisions had been set forth in full herein. Terms
defined in such document are used
herein as therein defined. 

     Please accept this offer no later than      o'clock P.M.
(New York City time) on         
by signing a copy of this Terms Agreement in the space set forth
below and returning the signed
copy to us.

                                   Very truly yours,
                                   [Name of Representative]

                                   By:  _____________________

                                     Name:
                                     Title:

                                   Acting on behalf of itself and
the other
                                   named Underwriters.

Accepted:

John Deere Capital Corporation

By:  ______________________________

  Name:
  Title:


                                                                 
EXHIBIT A

                      JOHN DEERE CAPITAL CORPORATION
                         (a Delaware corporation)
                           [Title of Securities]

                         DELAYED DELIVERY CONTRACT

                                                                  
, 19    

John Deere Capital Corporation
Suite 600
1 East First Street
Reno, Nevada 89501

  Attention:

Dear Sirs: 

     The undersigned hereby agrees to purchase from John Deere
Capital Corporation (the
"Company"), and the Company agrees to sell to the undersigned on  
       , 19     (the "Delivery
Date"),  


principal amount of the Company's [insert title of security] (the
"Securities"), offered by the
Company's Prospectus dated          , 19    , as supplemented by
its Prospectus Supplement dated 
        , 19    , receipt of which is hereby acknowledged at a
purchase price of [    % of the
principal amount thereof, plus accrued interest from          ,
19    ,] [and $               per
Warrant, respectively] to the Delivery Date, and on the further
terms and conditions set forth in
this contract. 

     Payment for the Securities which the undersigned has agreed
to purchase on the Delivery
Date shall be made to the Company or its order by same day funds
at the office of  
  , on the Delivery Date, upon delivery to the undersigned of the
Securities to be purchased by
the undersigned in definitive form and in such denominations and
registered in such names as the
undersigned may designate by written or telegraphic communication
addressed to the Company
not less than one full business day prior to the Delivery Date. 

     The obligation of the undersigned to take delivery of and
make payment for Securities on
the Delivery Date shall be subject only to the conditions that
(1) the purchase of Securities to be
made by the undersigned shall not on the Delivery Date be
prohibited under the laws of the
jurisdiction to which the undersigned is subject and (2)  the
Company, on or before          , 19 
  , shall have sold to the Underwriters of the Securities (the
"Underwriters") such principal
amount of the Securities as is to be sold to them pursuant to the
Terms Agreement dated        
 , 19     between the Company and the Underwriters. The
obligation of the undersigned to take
delivery of and make payment for Securities shall not be affected
by the failure of any purchaser
to take delivery of and make payments for Securities pursuant to
other contracts similar to this
contract. The undersigned represents and warrants to you that its
investment in the Securities is
not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned
is subject and which govern such investment. 

     Promptly after completion of the sale to the Underwriters,
the Company will mail or
deliver to the undersigned at its address set forth below notice
to such effect, accompanied by a
copy of the opinion of counsel for the Company delivered to the
Underwriters in connection
therewith. 

     By the execution hereof, the undersigned represents and
warrants to the Company that all
necessary corporate action for the due execution and delivery of
this contract and the payment
for and purchase of the Securities has been taken by it and no
further authorization or approval
of any governmental or other regulatory authority is required for
such execution, delivery,
payment or purchase, and that, upon acceptance hereof by the
Company and mailing or delivery
of a copy as provided below, this contract will constitute a
valid and binding agreement of the
undersigned in accordance with its terms. 

     This contract will inure to the benefit of and binding upon
the parties hereto and their
respective successors, but will not be assignable by either party
hereto without the written consent
of the other. 

     It is understood that the Company will not accept Delayed
Delivery Contracts for an
aggregate principal amount of Securities in excess of $           
   and that the acceptance of any
Delayed Delivery Contract is in the Company's sole discretion
and, without limiting the
foregoing, need not be on a first-come, first-served basis. If
this contract is acceptable to the
Company, it is requested that the Company sign the form of
acceptance on a copy hereof and
mail or deliver a signed copy hereof to the undersigned at its
address set forth below. This will
become a binding contract between the Company and the undersigned
when such copy is so
mailed or delivered. 

     This Agreement shall be governed by the laws of the State of
New York.


                    Yours very truly,

                    ______________________
                    (Name of Purchaser)

                    By ____________________
                        (Title)  
                    _______________________
                    _______________________
                    _______________________
                    (Address)

Accepted as of the date first above written.

John Deere Capital Corporation

By                             
     (Title)  

               PURCHASER PLEASE COMPLETE AT TIME OF SIGNING

     The name and telephone number of the representative of the
Purchaser with whom details
of delivery on the Delivery Date may be discussed are as follows:
(Please print.) 


               Name                     Telephone No.
                                        (including Area Code)