0001193125-14-210823 Sample Contracts

KELLOGG COMPANY
Underwriting Agreement • May 23rd, 2014 • Kellogg Co • 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”), €500,000,000 aggregate principal amount of its 1.750% Senior Notes due 2021 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of May 21, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

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