KELLOGG COMPANY Underwriting AgreementKellogg Co • March 6th, 2008 • Grain mill products • New York
Kellogg Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $750,000,000 principal amount of its 4.25% Senior Notes due 2013 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of March 15, 2001 between the Company and The Bank of New York Trust Company, N.A. (successor to BNY Midwest Trust Company), as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 1 thereto, dated as of March 29, 2001 (as so supplemented, the “Indenture”).
