General Mills, Inc. 33,314,760 Shares of Common Stock Underwriting AgreementGeneral Mills • October 6th, 2004 • General Mills Inc • Grain mill products • New York
Diageo US Limited, a private limited company organized under the laws of England and Wales (the “Selling Stockholder”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, an aggregate of 33,314,760 outstanding shares (the “Securities”) of common stock, par value $0.10 per share (“Stock”), of General Mills, Inc., a corporation organized under the laws of Delaware (the “Company”). The Selling Stockholder is a wholly-owned subsidiary of Diageo plc, a public limited company organized under the laws of England and Wales (“Diageo”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Basic Prospectus, any Prel
