0001045969-00-000665 Sample Contracts

TERMS AGREEMENT August 30, 2000
Terms Agreement • August 31st, 2000 • Darden Restaurants Inc • Retail-eating places • Florida

We understand that Darden Restaurants, Inc., a Florida corporation (the "Company"), proposes to issue and sell $150,000,000 aggregate principal amount of its 8.375% Notes Due 2005 (the "Notes") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we, the underwriters named below (the "Underwriters"), offer to purchase, severally and not jointly, the principal amount of Underwritten Securities opposite our names set forth below at the purchase price set forth below. Capitalized terms used herein and not otherwise defined shall have the respective meanings given to such terms under the Indenture dated as of January 1, 1996 (the "Indenture") between the Company and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank Minnesota, National Association), as trustee (the "Trustee"), and under the Officer's Certificate and Authentication Order, (the "C

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