<SEC-DOCUMENT>0001299933-17-001032.txt : 20171012
<SEC-HEADER>0001299933-17-001032.hdr.sgml : 20171012
<ACCEPTANCE-DATETIME>20171012092827
ACCESSION NUMBER:		0001299933-17-001032
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20171012
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20171012
DATE AS OF CHANGE:		20171012

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENERAL MILLS INC
		CENTRAL INDEX KEY:			0000040704
		STANDARD INDUSTRIAL CLASSIFICATION:	GRAIN MILL PRODUCTS [2040]
		IRS NUMBER:				410274440
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0529

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-01185
		FILM NUMBER:		171133862

	BUSINESS ADDRESS:	
		STREET 1:		NUMBER ONE GENERAL MILLS BLVD
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55426
		BUSINESS PHONE:		(763) 764-7600

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1113
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55440
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_55443.htm
<DESCRIPTION>LIVE FILING
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<TITLE> General Mills, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	October 12, 2017
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	General Mills, Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	001-01185
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	41-0274440
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	Number One General Mills Boulevard, Minneapolis, Minnesota
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	&nbsp;
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	55426-1347
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	Registrant&#146;s telephone number, including area code:
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	763-764-7600
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
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[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (&#167;240.12b-2 of this chapter).</FONT>
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Emerging growth company [&nbsp;&nbsp;]<br>
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [&nbsp;&nbsp;]<br>
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<B>
	Item 8.01 Other Events.
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On October 4, 2017, General Mills, Inc. (the "Company") agreed to sell $500,000,000 principal amount of its 2.600% Notes due 2022 (the "Notes") pursuant to the Underwriting Agreement, dated October 4, 2017 (the "Underwriting Agreement"), among the Company and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto.  The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the "Indenture"), between the Company and U.S. Bank National Association, as Trustee, and the Officers&#x2019; Certificate and Authentication Order, dated October 12, 2017 (the "Officers&#x2019; Certificate"), pursuant to Sections 201, 301 and 303 of the Indenture.  The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-202215).  The sale of the Notes is expected to close on October 12, 2017.<br><br>The purpose of this Current Report is to file with the Securities and Exchange Commission the Underwriting Agreement, the Officers&#x2019; Certificate and the opinion of Dorsey & Whitney LLP with respect to the validity of the Notes.
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	Item 9.01 Financial Statements and Exhibits.
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(d)	Exhibits.<br><br>1.1  Underwriting Agreement, dated October 4, 2017, among the Company and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto.<br><br>4.1  Officers&#x2019; Certificate and Authentication Order, dated October 12, 2017, for the 2.600% Notes due 2022 (which includes the form of Note) issued pursuant to the Indenture.<br><br>5.1  Opinion of Dorsey & Whitney LLP.
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	1.1
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	&nbsp;
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<A HREF="exhibit1.htm" >
Underwriting Agreement, dated October 4, 2017, among the Company and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto.
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	4.1
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	&nbsp;
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<A HREF="exhibit2.htm" >
Officers&#x2019; Certificate and Authentication Order, dated October 12, 2017, for the 2.600% Notes due 2022 (which includes the form of Note) issued pursuant to the Indenture.
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	5.1
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	&nbsp;
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<A HREF="exhibit3.htm" >
Opinion of Dorsey & Whitney LLP.
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	SIGNATURES
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	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 hereunto duly authorized.
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	General Mills, Inc.
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	&nbsp;&nbsp;
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	October 12, 2017
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	By:
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<I>
	Donal L. Mulligan
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	Name: Donal L. Mulligan
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	Title: Executive Vice President and Chief Financial Officer
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<TYPE>EX-1.1
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<FILENAME>exhibit1.htm
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;1.1</B></FONT>



<P align="center" style="font-size: 12pt">General Mills, Inc.<BR>
$500,000,000 2.600% Notes due 2022<BR>
Underwriting Agreement



<P align="left" style="font-size: 12pt; text-indent: 38%">October&nbsp;4, 2017


<P align="left" style="font-size: 12pt">Goldman Sachs & Co. LLC
<BR>
J.P. Morgan Securities LLC
<BR>
Morgan Stanley & Co. LLC


<P align="left" style="font-size: 12pt">c/o Goldman Sachs & Co. LLC



<P align="left" style="margin-left:2%; font-size: 12pt">200 West Street
<BR>
New York, NY 10282


<P align="left" style="font-size: 12pt">c/o J.P. Morgan Securities LLC



<P align="left" style="margin-left:2%; font-size: 12pt">383 Madison Avenue
<BR>
New York, NY 10179


<P align="left" style="font-size: 12pt">c/o Morgan Stanley & Co. LLC



<P align="left" style="margin-left:2%; font-size: 12pt">1585 Broadway
<BR>
New York, NY 10036


<P align="left" style="font-size: 12pt">Ladies and Gentlemen:


<P align="left" style="font-size: 12pt; text-indent: 4%">General Mills, Inc., a corporation organized under the laws of Delaware (the &#147;<B>Company</B>&#148;),
proposes to sell to the several underwriters named in Schedule&nbsp;II hereto (the &#147;<B>Underwriters</B>&#148;), for
whom you (the &#147;<B>Representatives</B>&#148;) are acting as representatives, the principal amount of its
securities identified in Schedule&nbsp;I hereto (the &#147;<B>Securities</B>&#148;), to be issued under an indenture (the
&#147;<B>Indenture</B>&#148;), dated as of February&nbsp;1, 1996, between the Company and U.S. Bank National Association,
as trustee (the &#147;<B>Trustee</B>&#148;). To the extent there are no additional Underwriters listed on Schedule
II 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
Preliminary Prospectus, the Time of Sale Information or the Final Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein pursuant to Item&nbsp;12 of
Form&nbsp;S-3 which were filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, any Preliminary Prospectus, the
Time of Sale Information or the Final Prospectus, as the case may be; and any reference herein to
the terms &#147;amend&#148;, &#147;amendment&#148; or &#147;supplement&#148; with respect to the Registration Statement, the
Basic Prospectus, any Preliminary Prospectus, the Time of Sale Information or the Final Prospectus
shall be deemed to refer to and include the filing of any document under the Exchange Act after the
Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Prospectus, the Time of Sale Information or the Final Prospectus, as the case may be,
deemed to be incorporated therein by reference.


<P align="left" style="font-size: 12pt; text-indent: 4%">Certain terms used herein are defined in Section&nbsp;18 hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">1.&nbsp;<U>Representations and Warranties.</U> The Company represents and warrants to, and
agrees with, each Underwriter as set forth below in this Section&nbsp;1.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;The Company meets the requirements for use of Form&nbsp;S-3 under the Act and has
prepared and filed with the Commission a registration statement (the file number of which is
set forth in Schedule&nbsp;I hereto) on Form&nbsp;S-3, including a related basic prospectus, for
registration under the Act of the offering and sale of the Securities. The Company may have
filed one or more amendments thereto, including a Preliminary Prospectus, each of which has
previously been furnished to you. The Company will next file with the Commission a final
prospectus in accordance with Rules&nbsp;415 and 424(b). As filed, such final prospectus
supplement shall contain all Rule&nbsp;430A Information or Rule&nbsp;430B Information, as the case may
be, together with all other such required information, and, except to the extent the
Representatives shall agree in writing to a modification, shall be in all substantive
respects in the form furnished to you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such specific additional information and
other changes (beyond that contained in the Basic Prospectus and any Preliminary Prospectus)
as the Company has advised you, prior to the Execution Time, will be included or made
therein. The Registration Statement, at the Execution Time, meets the requirements set forth
in Rule&nbsp;415(a)(1)(x).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b) (i)&nbsp;On the Effective Date, the Registration Statement did, and when any
Preliminary Prospectus is first filed (if required) in accordance with Rule&nbsp;424(b), such
Preliminary Prospectus will, and when the Final Prospectus is first filed (if required) in
accordance with Rule&nbsp;424(b) and on the Closing Date, the Final Prospectus (and any
supplement thereto) will, comply in all material respects with the applicable requirements
of the Act, the Exchange Act and the Trust Indenture Act and the respective rules
thereunder; (ii)&nbsp;on the Effective Date and at the Execution Time, the Registration Statement
did not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements therein not
misleading; (iii)&nbsp;as of the Time of Sale, the Time of Sale Information did not or will not
contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, and no statement of material
fact included in the Final Prospectus has been omitted from the Time of Sale Information and
no statement of material fact included in the Time of Sale Information that is required to
be included in the Final Prospectus has been omitted therefrom; (iv)&nbsp;each Electronic Road
Show, if any, when considered together with the Time of Sale Information, does not contain
any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (v)&nbsp;on the Effective Date and on
the Closing Date, the Indenture did or will comply in all material respects with the
applicable requirements of the Trust Indenture Act and the rules thereunder; and (vi)&nbsp;as of
its date and on the Closing Date, the Final Prospectus (together with any supplement
thereto) will not include any untrue statement of a material fact or omit 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; <U>provided</U>, <U>however</U>,
that the Company makes no representations or warranties as to (i)&nbsp;that part of the
Registration Statement which shall constitute the Statement of Eligibility and Qualification
(Form T-1) under the Trust Indenture Act of the Trustee or (ii)&nbsp;the information contained in
or omitted from the Registration Statement, any Preliminary Prospectus, the Time of Sale
Information or the Final Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf of any
Underwriter through the Representatives specifically for inclusion in the Registration
Statement, any Preliminary Prospectus, the Time of Sale Information or the Final Prospectus
(or any supplement thereto), as applicable.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp; The Company is not an &#147;ineligible issuer&#148; in connection with the offering pursuant
to Rules&nbsp;164, 405 and 433 under the Act. Any Free Writing Prospectus that the Company is
required to file pursuant to Rule 433(d) under the Act has been, or will be, filed with the
Commission in accordance with the requirements of the Act and the applicable rules and
regulations of the Commission thereunder. Each Free Writing Prospectus that the Company has
filed, or is required to file, pursuant to Rule 433(d) under the Act or that was prepared by
or on behalf of or used or referred to by the Company complies or will comply in all
material respects with the requirements of the Act and the applicable rules and regulations
of the Commission thereunder. Except for the Free Writing Prospectuses identified in
Schedule&nbsp;III hereto, and Electronic Road Shows, if any, each furnished to the
Representatives before first use, the Company has not prepared, used or referred to, and
will not, without the prior consent of the Representatives, prepare, use or refer to, any
Free Writing Prospectus.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp; Each of the Company and its Material Subsidiaries has been duly incorporated or
organized, as the case may be, and is validly existing as a corporation or a limited
liability company in good standing (as applicable) under the laws of the jurisdiction in
which it is chartered or organized with corporate or limited liability company power and
authority to own or lease, as the case may be, and to operate its properties and conduct its
business as described in the Prospectus, and is duly qualified to do business as a foreign
corporation or limited liability company and is in good standing (as applicable) under the
laws of each jurisdiction which requires such qualification or is subject to no material
liability or disability by reason of the failure to be so qualified in any such
jurisdiction.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;This Agreement has been duly authorized, executed and delivered by the Company.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f)&nbsp;The Indenture has been duly authorized, executed and delivered by the Company, has
been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and
binding instrument enforceable against the Company in accordance with its terms (subject, as
to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors&#146; rights generally from time to time in effect and to
general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in a
proceeding in equity or at law); and the Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters pursuant to this Agreement, will constitute legal, valid
and binding obligations of the Company, enforceable against the Company in accordance with
their terms (subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors&#146; rights generally
from time to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless
of whether considered in a proceeding in equity or at law) and entitled to the benefits of
the Indenture.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(g)&nbsp;None of the execution and delivery of the Indenture, the issue and sale of the
Securities, or the consummation of any other of the transactions herein contemplated will
conflict with, result in a breach or violation of or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or its Material Subsidiaries pursuant
to (i)&nbsp;the charter or by-laws of the Company or such subsidiaries, (ii)&nbsp;the terms of any
material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement
or other agreement, obligation, condition, covenant or instrument to which the Company or
such subsidiaries is a party or bound or to which its or their property is subject, or (iii)
any statute, law, rule, regulation, judgment, order or decree applicable to the Company or
such subsidiaries of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the Company or such subsidiaries or
any of its or their properties.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(h)&nbsp;There has been no material adverse effect on the consolidated financial position,
stockholders&#146; equity or results of operations, prospects, business or properties of the
Company and its subsidiaries, taken as a whole, whether or not arising from transactions in
the ordinary course of business (&#147;Material Adverse Effect&#148;), except as set forth in or
contemplated in the Prospectus.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;The Indenture and the Securities conform in all material respects to the
descriptions thereof contained in the Prospectus.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(j)&nbsp;The Company is not and, after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the Prospectus, will
not be an &#147;investment company&#148; as defined in the Investment Company Act of 1940, as amended.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(k)&nbsp;No consent, approval, authorization, filing with or order of any court or
governmental agency or body is required in connection with the transactions contemplated
herein, except such as have been obtained under the Act and the Trust Indenture Act and such
as may be required under the securities or blue sky laws of any jurisdiction in connection
with the purchase and distribution of the Securities by the Underwriters in the manner
contemplated herein and in the Prospectus.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(l)&nbsp;The consolidated historical financial statements and schedules of the Company and
its consolidated subsidiaries included or incorporated by reference in the Prospectus and
the Registration Statement present fairly in all material respects the financial condition,
results of operations and cash flows of the Company as of the dates and for the periods
indicated, comply as to form with the applicable accounting requirements of the Act and have
been prepared in conformity with generally accepted accounting principles applied on a
consistent basis throughout the periods involved (except as otherwise noted therein). The
selected financial data included or incorporated by reference in the Prospectus and
Registration Statement are fairly presented on the basis stated therein. The interactive
data in eXtensible Business Reporting Language incorporated by reference in the Prospectus
and the Registration Statement fairly presents the information called for in all material
respects and has been prepared in accordance with the Commission&#146;s rules and guidelines
applicable thereto.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(m)&nbsp; Except as set forth in or contemplated in the Prospectus, no action, suit or
proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any of its subsidiaries or its or their property is
pending or, to the best knowledge of the Company, threatened that (i)&nbsp;could reasonably be
expected to have a material adverse effect on the performance of this Agreement or the
consummation of any of the transactions contemplated hereby or (ii)&nbsp;could reasonably be
expected to have a Material Adverse Effect.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(n)&nbsp; KPMG LLP, who have certified certain financial statements of the Company and its
consolidated subsidiaries and delivered their report with respect to the audited
consolidated financial statements and schedules included in the Prospectus, are independent
public accountants with respect to the Company within the meaning of the Act and the
applicable published rules and regulations thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(o)&nbsp; No labor dispute with the employees of the Company or any of its Material
Subsidiaries exists or, to the best of the Company&#146;s knowledge, is threatened that could
reasonably be expected to have a Material Adverse Effect, except as set forth in or
contemplated in the Prospectus.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(p)&nbsp;&nbsp;No Material Subsidiary of the Company is currently prohibited, directly or
indirectly, from paying any dividends to the Company, from making any other distribution on
such subsidiary&#146;s capital stock, from repaying to the Company any loans or advances to such
subsidiary from the Company or from transferring any of such subsidiary&#146;s property or assets
to the Company or any other subsidiary of the Company, except as described in or
contemplated by the Prospectus.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(q)&nbsp;&nbsp;The Company has not taken, directly or indirectly, any action designed to or that
would constitute or that might reasonably be expected to cause or result in, under the
Exchange Act or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(r)&nbsp;The Company maintains disclosure controls and procedures and internal control over
financial reporting pursuant to Rule&nbsp;13a-15(a) under the Exchange Act. Since May&nbsp;28, 2017,
the Company has complied in all material respects with the provisions of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(s)&nbsp;Except as disclosed in the Prospectus, (i)&nbsp;the Company&#146;s internal control over
financial reporting was effective as of May&nbsp;28, 2017 and (ii)&nbsp;to the Company&#146;s knowledge,
there have been no changes in the Company&#146;s internal control over financial reporting
subsequent to May&nbsp;28, 2017 that have materially affected, or are reasonably likely to
materially affect, the Company&#146;s internal control over financial reporting.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(t)&nbsp;The Company has implemented and maintains in effect policies and procedures
designed to ensure compliance by the Company, its subsidiaries and their respective
directors, officers, employees and agents (acting in their capacity as such) with
Anti-Corruption Laws and applicable Sanctions. None of (a)&nbsp;the Company, any subsidiary or to
the knowledge of the Company or such subsidiary any of their respective directors, officers
or employees, or (b)&nbsp;to the knowledge of the Company, any agent of the Company or any
subsidiary that will act in any capacity in connection with or benefit from the sale of the
Securities, is a Sanctioned Person.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any certificate signed by any officer of the Company and delivered to the Representatives or
counsel for the Underwriters in connection with the offering of the Securities shall be deemed a
representation and warranty by the Company, as to matters covered thereby, to each Underwriter.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.&nbsp;<U>Purchase and Sale.</U> Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the
purchase price set forth in Schedule&nbsp;I hereto the principal amount of the Securities set forth
opposite such Underwriter&#146;s name in Schedule&nbsp;II hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.&nbsp;<U>Delivery and Payment.</U> Delivery of and payment for the Securities shall be made on
the date and at the time specified in Schedule&nbsp;I hereto or at such time on such later date not more
than three Business Days after the foregoing date as the Representatives shall designate, which
date and time may be postponed by agreement between the Representatives and the Company or as
provided in Section&nbsp;9&nbsp;hereof (such date and time of delivery and payment for the Securities being
herein called the &#147;<B>Closing Date</B>&#148;). Delivery of the Securities shall be made to the Representatives
for the respective accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to or upon the order of the Company by
wire transfer payable in same-day funds to an account specified by the Company. Delivery of the
Securities shall be made through the facilities of The Depository Trust Company, unless the
Representatives shall otherwise instruct.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.&nbsp;<U>Offering by the Underwriters.</U> The Company understands that the several
Underwriters propose to offer the Securities for sale to the public as set forth in the Final
Prospectus.


<P align="left" style="font-size: 12pt; text-indent: 8%">5.&nbsp;<U>Agreements.</U> The Company agrees with the several Underwriters that:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;The Company will use its best efforts to cause any amendment to the Registration
Statement to become effective. Prior to the termination of the offering of the Securities,
the Company will not file any amendment to the Registration Statement or supplement
(including the Final Prospectus, any Preliminary Prospectus or the Time of Sale Information)
to the Basic Prospectus or any Rule&nbsp;462(b) Registration Statement unless the Company has
furnished you a copy for your review prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object. Subject to the foregoing sentence,
if the Registration Statement has become effective pursuant to Rule&nbsp;430A or Rule&nbsp;430B, or
filing of the Final Prospectus is otherwise required under Rule&nbsp;424(b), the Company will
cause the Final Prospectus, properly completed, and any supplement thereto to be filed with
the Commission pursuant to the applicable paragraph of Rule&nbsp;424(b) within the time period
prescribed and will provide evidence satisfactory to the Representatives of such timely
filing. The Company will promptly advise the Representatives (1)&nbsp;when the Final Prospectus,
and any supplement thereto, shall have been filed (if required) with the Commission pursuant
to Rule&nbsp;424(b) or when any Rule&nbsp;462(b) Registration Statement shall have been filed with the
Commission, (2)&nbsp;when, prior to termination of the offering of the Securities, any amendment
to the Registration Statement shall have been filed or become effective, (3)&nbsp;of any request
by the Commission or its staff for any amendment of the Registration Statement, or any
Rule&nbsp;462(b) Registration Statement, or for any supplement to the Final Prospectus or for any
additional information, (4)&nbsp;of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the institution or threatening of any
proceeding for that purpose and (5)&nbsp;of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Securities for sale in any
jurisdiction or the institution or threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the issuance of any such stop order or the
suspension of any such qualification and, if issued, to obtain as soon as possible the
withdrawal thereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Time of Sale Information is being used to solicit offers to buy the
Securities at a time when the Final Prospectus is not yet available to prospective
purchasers and any event occurs as a result of which the Time of Sale Information would
include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were
made, not misleading, or if any event occurs or condition exists as a result of which the
Time of Sale Information conflicts with the information contained or incorporated by
reference in the Registration Statement then on file, or if, in the opinion of counsel for
the Underwriters, it is necessary to amend or supplement the Time of Sale Information to
comply with applicable law, the Company will forthwith prepare, file with the Commission and
furnish, at its own expense, to the Underwriters and to any dealer upon request, either
amendments or supplements to the Time of Sale Information so that the statements in the Time
of Sale Information, as so amended or supplemented will not, in the light of the
circumstances under which they were made when delivered to a prospective purchaser, be
misleading or so that the Time of Sale Information, as amended or supplemented, will no
longer conflict with the Registration Statement, or so that the Time of Sale Information, as
amended or supplemented, will comply with applicable law.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;If, at any time when a prospectus relating to the Securities is required to be
delivered under the Act (or in lieu thereof the notice required by Rule&nbsp;173), any event
occurs as a result of which the Final Prospectus as then supplemented would include any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, or if it shall be necessary to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act or the Exchange Act or the respective rules
thereunder, the Company promptly will (1)&nbsp;notify the Representatives of such event, (2)
prepare and file with the Commission, subject to the second sentence of paragraph (a)&nbsp;of
this Section&nbsp;5, an amendment or supplement which will correct such statement or omission or
effect such compliance and (3)&nbsp;supply any supplemented Final Prospectus to the underwriters
in such quantities as the representatives may reasonably request.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;As soon as practicable, the Company will make generally available to its security
holders and to the Representatives an earnings statement or statements of the Company and
its subsidiaries which will satisfy the provisions of Section&nbsp;11(a) of the Act and Rule&nbsp;158
under the Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;The Company will furnish to the Representatives and counsel for the Underwriters,
without charge, signed copies of the Registration Statement (including exhibits thereto) and
to each other Underwriter a copy of the Registration Statement (without exhibits thereto)
and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the
Act (or in lieu thereof the notice required by Rule&nbsp;173), as many copies of the Time of Sale
Information and the Final Prospectus and any supplement thereto as the Representatives may
reasonably request. The Company will pay the expenses of printing or other production of
all documents relating to the offering.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f)&nbsp;The Company will arrange, if necessary, for the qualification of the Securities
for sale under the laws of such jurisdictions as the Representatives may designate, will
maintain such qualifications in effect so long as required for the distribution of the
Securities and will pay any fee of the Financial Industry Regulatory Authority, Inc., in
connection with its review of the offering; provided that in no event shall the Company be
obligated to qualify to do business in any jurisdiction where it is not now so qualified or
to take any action that would subject it to service of process in suits, other than those
arising out of the offering or sale of the Securities, in any jurisdiction where it is not
now so subject.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(g)&nbsp;The Company will furnish to the Underwriters a copy of each proposed Free Writing
Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and
will not use or refer to any proposed Free Writing Prospectus to which the Underwriters
reasonably object.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(h)&nbsp;The Company will not take any action that would result in an Underwriter or the
Company being required to file with the Commission pursuant to Rule 433(d) under the Act a
Free Writing Prospectus prepared by or on behalf of any Underwriter that the Underwriter
otherwise would not have been required to file thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;The Company will not, without the prior written consent of the Representatives, (i)
offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due to cash
settlement or otherwise) by the Company or any affiliate of the Company or any person in
privity with the Company or any affiliate of the Company), directly or indirectly, including
the filing (or participation in the filing) of a registration statement with the Commission
in respect of, or (ii)&nbsp;establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Rule&nbsp;16a-1 of the Exchange Act in
respect of, any debt securities issued or guaranteed by the Company with a maturity in
excess of one year or publicly announce an intention to effect any such transaction, until
the Closing Date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(j)&nbsp;The Company will not take, directly or indirectly, any action designed to or that
would constitute or that might reasonably be expected to cause or result in, under the
Exchange Act or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(k)&nbsp;In connection with the offering of the Securities: (i)&nbsp;the Underwriters have acted
at arm&#146;s length, are not agents of, and owe no fiduciary duties to, the Company or any other
person; (ii)&nbsp;the Underwriters owe the Company only those duties and obligations set forth in
this Agreement and prior written agreements (to the extent not superseded by this
Agreement), if any, and (iii)&nbsp;the Underwriters may have interests that differ from those of
the Company and are not obligated to disclose such interests.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(l)&nbsp;If the third anniversary of February&nbsp;20, 2015 occurs before all the Securities
have been sold by the Underwriters, prior to such third anniversary the Company will file a
new shelf registration statement and take any other action necessary to permit the public
offering of the Securities to continue without interruption; references herein to the
Registration Statement shall include the new registration statement declared effective by
the Commission.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(m)&nbsp;The Company will prepare a final term sheet relating to the offering of the
Securities, substantially in the form of Exhibit&nbsp;A to Schedule&nbsp;III, containing only
information that describes the final terms of the Securities or the offering in a form
consented to by the Representatives, and will file such final term sheet within the period
required by Rule&nbsp;433(d)(5)(ii) under the Act following the date the final terms have been
established for the offering of the Securities.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(n)&nbsp;The Company consents to the use by any Underwriter of a Free Writing Prospectus
that (a)&nbsp;is not an &#147;issuer free writing prospectus&#148; as defined in Rule&nbsp;433(h)(1), and
(b)&nbsp;contains only (i)&nbsp;information describing the preliminary terms of the Securities or
their offering, (ii)&nbsp;information that is permitted by Rule&nbsp;134 of the Act or
(iii)&nbsp;information that describes the final terms of the Securities or their offering and
that is included in the final term sheet of the Company contemplated in Section&nbsp;5(m);
provided that each Underwriter severally covenants with the Company not to take any action
without the Company&#146;s prior consent that would result in the Company being required to file
with the Commission under Rule 433(d) under the Act a Free Writing Prospectus prepared by or
on behalf of such Underwriter that otherwise would not be required to be filed by the
Company thereunder, but for the action of the Underwriter.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.&nbsp;<U>Conditions to the Obligations of the Underwriters.</U> The obligations of the
Underwriters to purchase the Securities shall be subject to the accuracy of the representations and
warranties on the part of the Company contained herein as of the Time of Sale and the Closing Date,
to the accuracy of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations hereunder and to the
following additional conditions:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;If filing of the Final Prospectus, or any supplement thereto, is required pursuant
to Rule&nbsp;424(b), the Final Prospectus, and any such supplement, will be filed in the manner
and within the time period required by Rule&nbsp;424(b); and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;The Company&#146;s General Counsel shall have furnished to the Representatives an
opinion, dated the Closing Date and addressed to the Representatives to the effect that:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the Company and each of its Material Subsidiaries has been duly
incorporated or organized, as the case may be, and is validly existing as a
corporation or limited liability company in good standing (as applicable) under the
laws of the jurisdiction in which it is chartered or organized, with corporate or
limited liability company power and authority to own or lease, as the case may be,
and to operate its properties and conduct its business as described in the
Prospectus, and is duly qualified to do business as a foreign corporation or limited
liability company and is in good standing (as applicable) under the laws of each
jurisdiction which requires such qualification, or subject to no material liability
or disability by reason of the failure to be so qualified in any such jurisdiction;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the Company&#146;s authorized equity capitalization is as set forth in the
Prospectus; the Indenture and the Securities conform in all material respects to the
description thereof contained in the Prospectus;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;the Indenture has been duly authorized, executed and delivered by the
Company, has been duly qualified under the Trust Indenture Act, and constitutes a
legal, valid and binding instrument enforceable against the Company in accordance
with its terms (subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors&#146; rights
generally from time to time in effect and to general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good faith
and fair dealing, regardless of whether considered in a proceeding in equity or at
law); and the Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered to
and paid for by the Underwriters pursuant to this Agreement, will constitute legal,
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors&#146; rights generally from time to time in effect and to general principles of
equity, including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, regardless of whether considered in a proceeding in equity
or at law) and entitled to the benefits of the Indenture;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;to the knowledge of such counsel, there is no pending or threatened
action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Company or any of its subsidiaries or its or
their property, of a character required to be disclosed in the Registration
Statement which is not adequately disclosed in the Prospectus, and there is no
franchise, contract or other document of a character required to be described in the
Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is
not described or filed as required; and the statements included or incorporated by
reference in (A)&nbsp;the Time of Sale Information under the headings &#147;Description of
Debt Securities&#148; and &#147;Description of the Notes&#148;; (B)&nbsp;the Final Prospectus under the
headings, &#147;Description of Debt Securities&#148;, &#147;Description of the Notes&#148; and
&#147;Underwriting&#148; and (C)&nbsp;the Registration Statement in Item&nbsp;15, in each case insofar
as such statements summarize legal matters, agreements, documents or proceedings
discussed therein, are accurate and fair summaries of such legal matters,
agreements, documents or proceedings;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(v) (A)&nbsp;the Registration Statement has become effective under the Act; (B)&nbsp;any
required filing of the Basic Prospectus, any Preliminary Prospectus and the Final
Prospectus, and any supplements thereto, pursuant to Rule&nbsp;424(b) has been made in
the manner and within the time period required by Rule&nbsp;424(b); (C)&nbsp;any required
filing of any Free Writing Prospectus pursuant to Rule&nbsp;433 has been made in the
manner and within the time period required by Rule&nbsp;433; (D)&nbsp;to the knowledge of such
counsel, no stop order suspending the effectiveness of the Registration Statement
has been issued, no proceedings for that purpose have been instituted or threatened,
and the Registration Statement, any Preliminary Prospectus and the Final Prospectus
(other than the financial statements and other financial information contained or
incorporated by reference therein and the Form T-1, as to which such counsel need
express no opinion) comply as to form in all material respects with the applicable
requirements of the Act, the Exchange Act and the Trust Indenture Act and the
respective rules thereunder; and (E)&nbsp;nothing has come to the attention of such
counsel that causes such counsel to believe that (1)&nbsp;on the Effective Date or the
date the Registration Statement was last deemed amended, and at the Execution Time,
the Registration Statement contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary to
make the statements therein not misleading; (2)&nbsp;the Final Prospectus as of its date
or on the Closing Date included or includes any untrue statement of a material fact
or omitted or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; or (3)&nbsp;the Time of Sale Information as of the Time of Sale or, as
amended or supplemented (if applicable) as of the Closing Date, included or includes
any untrue statement of a material fact or omitted or omits to state a material fact
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading (with respect to clauses (1)&nbsp;through (3)&nbsp;above,
in each case other than the financial statements and other financial information
contained or incorporated by reference therein and the Form T-1, as to which such
counsel need express no opinion);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;this Agreement has been duly authorized, executed and delivered by the
Company;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(vii)&nbsp;the Company is not and, after giving effect to the offering and sale of
the Securities and the application of the proceeds thereof as described in the
Prospectus, will not be an &#147;investment company&#148; as defined in the Investment Company
Act of 1940, as amended;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(viii)&nbsp;no consent, approval, authorization, filing with or order of any court
or governmental agency or body is required in connection with the transactions
contemplated herein, except such as have been obtained under the Act and the Trust
Indenture Act and such as may be required under the securities or blue sky laws of
any jurisdiction in connection with the purchase and distribution of the Securities
by the Underwriters in the manner contemplated in this Agreement and in the
Prospectus and such other approvals (specified in such opinion) as have been
obtained;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ix)&nbsp;neither the execution and delivery of the Indenture, the issue and sale of
the Securities, nor the consummation of any other of the transactions herein
contemplated will conflict with, result in a breach or violation of or imposition of
any lien, charge or encumbrance upon any property or assets of the Company or its
Material Subsidiaries pursuant to, (i)&nbsp;the charter or by-laws of the Company or such
subsidiaries, (ii)&nbsp;the terms of any material indenture, contract, lease, mortgage,
deed of trust, note agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which the Company or such subsidiaries is a
party or bound or to which its or their property is subject, or (iii)&nbsp;any statute,
law, rule, regulation, judgment, order or decree applicable to the Company or such
subsidiaries of any court, regulatory body, administrative agency, governmental
body, arbitrator or other authority having jurisdiction over the Company or such
subsidiaries or any of its or their properties;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(x)&nbsp;no holders of securities of the Company have rights to the registration of
such securities under the Registration Statement; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(xi)&nbsp;the statements in the Prospectus under the caption &#147;Material United States
Federal Income Tax Considerations&#148;, insofar as such statements constitute a summary
of the United States federal tax laws referred to therein, are accurate and fairly
summarize in all material respects the U.S. federal tax laws referred to therein.



<P align="left" style="margin-left:4%; font-size: 12pt">In rendering such opinion, such counsel may rely (A)&nbsp;as to matters involving the application
of laws of any jurisdiction other than the State of Delaware or the Federal laws of the
United States, to the extent they deem proper and specified in such opinion, upon the
opinion of other counsel of good standing whom they believe to be reliable and who are
satisfactory to counsel for the Underwriters and (B)&nbsp;as to matters of fact, to the extent
they deem proper, on certificates of responsible officers of the Company and its
subsidiaries and public officials. With respect to opinion (iii)&nbsp;above, such opinion may be
rendered by Dorsey & Whitney LLP with respect to the laws of the State of New York.
References to the Final Prospectus in this paragraph&nbsp;(b) include any supplements thereto at
the Closing Date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;The Representatives shall have received from Davis Polk & Wardwell LLP, counsel
for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the
Representatives, with respect to the issuance and sale of the Securities, the Indenture, the
Registration Statement, the Time of Sale Information, the Final Prospectus (together with
any supplement thereto) and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such documents as they request
for the purpose of enabling them to pass upon such matters.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;The Company shall have furnished to the Representatives a certificate of the
Company, signed by the Chairman of the Board or the President or any Vice President and the
principal financial or accounting officer of the Company, dated the Closing Date, to the
effect that the signers of such certificate have reviewed the Registration Statement, the
Time of Sale Information, the Final Prospectus, any supplements to the Final Prospectus and
this Agreement and that:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the representations and warranties of the Company in this Agreement are
true and correct on and as of the Closing Date with the same effect as if made on
the Closing Date and the Company has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied at or prior to the
Closing Date;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;to the knowledge of such officers, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings for
that purpose have been instituted or threatened; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;since the date of the most recent financial statements included or
incorporated by reference in the Prospectus, there has been no Material Adverse
Effect, except as set forth in or contemplated in the Prospectus.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(e)&nbsp;The Company shall have requested and caused KPMG LLP to have furnished to the
Representatives, at the Execution Time and at the Closing Date, letters, (which may refer to
letters previously delivered to one or more of the Representatives), dated respectively as
of the Execution Time and as of the Closing Date, in form and substance satisfactory to the
Representatives, constituting statements and information of the type ordinarily included in
accountants&#146; &#147;comfort letters&#148; to underwriters and (i)&nbsp;confirming that they are independent
accountants within the meaning of the Act and the Exchange Act and the respective applicable
rules and regulations adopted by the Commission thereunder; (ii)&nbsp;confirming that they have
performed a review of the unaudited interim financial information of the Company for the
period ended on and as at the date of the unaudited financial statements of the Company
included or incorporated by reference in the Registration Statement, the Time of Sale
Information and Final Prospectus, in accordance with Statement on Auditing Standards No.
100; and (iii)&nbsp;stating in effect, except as provided in Schedule&nbsp;I hereto, that:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;in their opinion the audited financial statements and financial statement
schedules included or incorporated by reference in the Registration Statement, the
Time of Sale Information and the Final Prospectus and reported on by them comply as
to form in all material respects with the applicable accounting requirements of the
Act and the Exchange Act and the related rules and regulations adopted by the
Commission;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;on the basis of a reading of the unaudited financial statements of the
Company made available by the Company and its subsidiaries; their limited review, in
accordance with standards established under Statement on Auditing Standards No.&nbsp;100,
of the unaudited interim financial information for the period ended on and as at the
date of the unaudited financial statements of the Company included or incorporated
by reference in the Registration Statement, the Time of Sale Information and Final
Prospectus, as indicated in their report which is incorporated by reference in the
Registration Statement, the Time of Sale Information and the Final Prospectus;
carrying out certain specified procedures (but not an examination in accordance with
generally accepted auditing standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such letter; a reading of the
minutes of the meetings of the stockholders, directors and committees of the Company
and its subsidiaries; and inquiries of certain officials of the Company who have
responsibility for financial and accounting matters of the Company and its
subsidiaries as to transactions and events subsequent to the date of the most recent
unaudited financial statements of the Company included or incorporated by reference
in the Registration Statement, the Time of Sale Information and the Final
Prospectus, nothing came to their attention which caused them to believe that:



<P align="left" style="margin-left:12%; font-size: 12pt; text-indent: 3%">(1)&nbsp;any unaudited financial statements included or incorporated by
reference in the Registration Statement, the Time of Sale Information and
the Final Prospectus do not comply as to form in all material respects with
applicable accounting requirements of the Act and with the related rules and
regulations adopted by the Commission with respect to financial statements
included or incorporated by reference in quarterly reports on Form&nbsp;10-Q or
in reports on Form 8-K under the Exchange Act; and said unaudited financial
statements are not in conformity with generally accepted accounting
principles applied on a basis substantially consistent with that of the
audited financial statements included or incorporated by reference in the
Registration Statement, the Time of Sale Information and the Final
Prospectus;



<P align="left" style="margin-left:12%; font-size: 12pt; text-indent: 3%">(2)&nbsp;with respect to the period subsequent to the date of the most
recent financial statements (other than any capsule information), audited or
unaudited, included or incorporated by reference in the Registration
Statement, the Time of Sale Information and the Final Prospectus, there were
any changes, at a specified date not more than three Business Days prior to
the date of the letter, in the long-term debt of the Company and its
subsidiaries or capital stock of the Company or decreases in the
stockholders&#146; equity of the Company or in consolidated net current assets as
compared with the amounts shown on the consolidated balance sheet as of the
date indicated above included or incorporated by reference in the
Registration Statement, the Time of Sale Information and the Final
Prospectus, or for the period from the date one day after the date above to
such specified date there were any decreases, as compared with the
corresponding period in the preceding year for sales, earnings before taxes
and earnings from joint ventures or in total or per share amounts of net
earnings of the Company and its subsidiaries, except in all instances for
changes or decreases set forth in such letter, in which case the letter
shall be accompanied by an explanation by the Company as to the significance
thereof unless said explanation is not deemed necessary by the
Representatives; and



<P align="left" style="margin-left:12%; font-size: 12pt; text-indent: 3%">(3)&nbsp;any material modifications should be made to the unaudited
financial statements incorporated by reference in the Registration
Statement, the Time of Sale Information or the Final Prospectus for them to
be in conformity with generally accepted accounting principles; and



<P align="left" style="margin-left:12%; font-size: 12pt; text-indent: 3%">(4)&nbsp;the information included or incorporated by reference in the
Registration Statement, the Time of Sale Information and Final Prospectus in
response to Regulation&nbsp;S-K, Item 503(d) (Ratio of Earnings to Fixed Charges)
is not in conformity with the applicable disclosure requirements of
Regulation&nbsp;S-K; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;they have performed certain other specified procedures as a result of
which they determined that certain information of an accounting, financial or
statistical nature (which is limited to accounting, financial or statistical
information derived from the general accounting records of the Company and its
subsidiaries) set forth in the Registration Statement, the Time of Sale Information
and the Final Prospectus and in Exhibit&nbsp;12 to the Registration Statement, including
the information set forth under the captions &#147;Summary&#148;, &#148;Risk Factors&#148;, &#147;Ratios of
Earnings to Fixed Charges&#148; in the Time of Sale Information and the Final Prospectus,
the information included or incorporated by reference in Items 1, 1A, 2, 6, 7 and 11
of the Company&#146;s Annual Report on Form&nbsp;10-K, incorporated by reference in the
Registration Statement, the Time of Sale Information and the Final Prospectus, and
the information included in the &#147;Management&#146;s Discussion and Analysis of Financial
Condition and Results of Operations&#148; included or incorporated by reference in the
Company&#146;s quarterly reports on Form&nbsp;10-Q or current reports on Form 8-K,
incorporated by reference in the Registration Statement, the Time of Sale
Information and the Final Prospectus, agrees with the accounting records of the
Company and its subsidiaries, excluding any questions of legal interpretation.


<P align="left" style="font-size: 12pt">References to the Final Prospectus in this paragraph&nbsp;(e) include any supplement thereto at the date
of the letter.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f)&nbsp;Subsequent to the Execution Time or, if earlier, the dates as of which information
is given in the Registration Statement and the Final Prospectus, there shall not have been
(i)&nbsp;any change or decrease specified in the letter or letters referred to in paragraph&nbsp;(e)
of this Section&nbsp;6 or (ii)&nbsp;any change, or any development involving a prospective change, in
or affecting the consolidated financial position, stockholders&#146; equity or results of
operations, prospects, business or properties of the Company and its subsidiaries, taken as
a whole, whether or not arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Final Prospectus, the effect of which, in any case
referred to in clause&nbsp;(i) or (ii)&nbsp;above, is, in the sole judgment of the Representatives, so
material and adverse as to make it impractical or inadvisable to proceed with the offering
or delivery of the Securities as contemplated by the Registration Statement and the Final
Prospectus.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(g)&nbsp;&nbsp;Subsequent to the Execution Time, there shall not have been any decrease in the
rating of any of the Company&#146;s debt securities by any &#147;nationally recognized statistical
rating organization&#148; (as defined in Section&nbsp;3(a)(62) of the Exchange Act) or any notice
given of any intended or potential decrease in any such rating or of a possible change in
any such rating that does not indicate the direction of the possible change.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(h)&nbsp;Prior to the Closing Date, the Company shall have furnished to the Representatives
such further information, certificates and documents as the Representatives may reasonably
request.


<P align="left" style="font-size: 12pt; text-indent: 8%">If any of the conditions specified in this Section&nbsp;6 shall not have been fulfilled in all
material respects when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Representatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation
shall be given to the Company in writing or by telephone or facsimile confirmed in writing.


<P align="left" style="font-size: 12pt; text-indent: 8%">The documents required to be delivered by this Section&nbsp;6 shall be delivered at the office of
Davis Polk & Wardwell LLP, counsel for the Underwriters, at 450 Lexington Avenue, New York, New
York, 10017 on the Closing Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">7.&nbsp;<U>Reimbursement of Underwriters&#146; Expenses.</U> If the sale of the Securities provided
for herein is not consummated because any condition to the obligations of the Underwriters set
forth in Section&nbsp;6 hereof is not satisfied, because of any termination pursuant to Section&nbsp;10
hereof or because of any refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a default by any of
the Underwriters, the Company will reimburse the Underwriters severally through the Representatives
on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase and sale of the
Securities.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.&nbsp;<U>Indemnification and Contribution.</U> (a)&nbsp;&nbsp;The Company agrees to indemnify and hold
harmless each Underwriter, the officers and directors of each Underwriter and each person who
controls any Underwriter within the meaning of either the Act or the Exchange Act against any and
all losses, claims, damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement for the registration of the
Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, the Time of
Sale Information, any issuer free writing prospectus as defined in Rule&nbsp;433(h)(1) under the Act,
any issuer information that the Company has filed, or is required to file, pursuant to Rule
433(d)(i)(B) under the Act or the Final Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action; <U>provided</U>, <U>however</U>, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any Underwriter through the Representatives specifically for
inclusion therein. This indemnity agreement will be in addition to any liability which the Company
may otherwise have.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Each Underwriter severally and not jointly agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each Underwriter, but only with reference to written information
relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through
the Representatives specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may
otherwise have. The Company acknowledges that the statements set forth in the last paragraph of
the cover page regarding delivery of the Securities and, under the heading &#147;Underwriting&#148;, (i)&nbsp;the
list of Underwriters and their respective participation in the sale of the Securities, (ii)&nbsp;the
paragraph related to concessions and reallowances and (iii)&nbsp;the paragraphs related to
stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and
the Final Prospectus constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in any Preliminary Prospectus or the Final Prospectus.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Promptly after receipt by an indemnified party under this Section&nbsp;8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section&nbsp;8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i)&nbsp;will not
relieve it from liability under paragraph&nbsp;(a) or&nbsp;(b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and&nbsp;(ii)&nbsp;will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraph&nbsp;(a) or (b)&nbsp;above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party&#146;s choice at the indemnifying party&#146;s expense to represent the indemnified party
in any action for which indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel retained by the
indemnified party or parties except as set forth below); <U>provided</U>, <U>however</U>, that
such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying
party&#146;s election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel
if (i)&nbsp;the use of counsel chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest, (ii)&nbsp;the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those available to the
indemnifying party, (iii)&nbsp;the indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a reasonable time after notice of
the institution of such action or (iv)&nbsp;the indemnifying party shall authorize the indemnified party
to employ separate counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or
not the indemnified parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each indemnified party from
all liability arising out of such claim, action, suit or proceeding.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;In the event that the indemnity provided in paragraph&nbsp;(a) or (b)&nbsp;of this Section&nbsp;8 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company
and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection with investigating
or defending same) (collectively &#147;<B>Losses</B>&#148;) to which the Company and one or more of the Underwriters
may be subject in such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and by the Underwriters on the other from the offering of the
Securities; <U>provided</U>, <U>however</U>, that in no case shall any Underwriter (except as may
be provided in any agreement among underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount or commission applicable to the
Securities purchased by such Underwriter hereunder, after taking into account the amount of damages
such Underwriter is otherwise required to pay, if any. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company and the Underwriters
severally shall contribute in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and of the Underwriters on the
other in connection with the statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. Benefits received by the Company shall be deemed to be
equal to the total net proceeds from the offering (before deducting expenses) received by it, and
benefits received by the Underwriters shall be deemed to be equal to the total underwriting
discounts and commissions, in each case as set forth on the cover page of the Final Prospectus.
Relative fault shall be determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information provided by the Company on the one hand or the Underwriters on the
other, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution were determined by pro
rata allocation or any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph&nbsp;(d), no person
guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section&nbsp;8, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director and officer of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act and each director and officer of the Company
shall have the same rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph&nbsp;(d).


<P align="left" style="font-size: 12pt; text-indent: 8%">9.&nbsp;<U>Default by an Underwriter</U>. If any one or more Underwriters shall fail to purchase
and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters
hereunder and such failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Underwriters shall be obligated severally to
take up and pay for (in the respective proportions which the principal amount of Securities set
forth opposite their names in Schedule&nbsp;II hereto bears to the aggregate principal amount of
Securities set forth opposite the names of all the remaining Underwriters) the Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in
the event that the aggregate principal amount of Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of
Securities set forth in Schedule&nbsp;II hereto, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the Company. In the event of a default by any
Underwriter as set forth in this Section&nbsp;9, the Closing Date shall be postponed for such period,
not exceeding five Business Days, as the Representatives shall determine in order that the required
changes in the Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting
Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages
occasioned by its default hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">10.&nbsp;<U>Termination.</U> This Agreement shall be subject to termination in the absolute
discretion of the Representatives, by notice given to the Company prior to delivery of and payment
for the Securities, if at any time prior to such time:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;(i)&nbsp;trading in the Company&#146;s Common Stock shall have been suspended by the Commission or
the&nbsp;New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall
have been suspended or limited or minimum prices shall have been established on such Exchange, (ii)
there shall have occurred any material disruption in securities clearance or settlement services,
(iii)&nbsp;a banking moratorium shall have been declared either by Federal or New York State authorities
or (iv)&nbsp;there shall have occurred any outbreak or escalation of hostilities, declaration by the
United States of a national emergency or war, or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of the Representatives, impractical
or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the
Time of Sale Information or the Final Prospectus; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;the representation in Section&nbsp;1(b)(iii) is incorrect in any respect.


<P align="left" style="font-size: 12pt; text-indent: 8%">11.&nbsp;<U>Representations and Indemnities to Survive.</U> The respective agreements,
representations, warranties, indemnities and other statements of the Company and of the
Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section&nbsp;8 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections&nbsp;7 and 8 hereof shall
survive the termination or cancellation of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">12.&nbsp;<U>Notices.</U> All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the address
specified for notices to the Representatives set forth in Schedule&nbsp;I hereto; or, if sent to the
Company, will be mailed, delivered or telefaxed to General Mills, Inc., General Counsel, Number One
General Mills Blvd., Minneapolis, Minnesota 55426, with a copy to General Mills, Inc., Treasury
Department, Number One General Mills Blvd., Minneapolis, Minnesota 55426, Attn.: Treasurer.


<P align="left" style="font-size: 12pt; text-indent: 8%">13.&nbsp;<U>Successors.</U> This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers, directors and controlling persons
referred to in Section&nbsp;8 hereof, and no other person will have any right or obligation hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">14.&nbsp;<U>Applicable Law.</U> This Agreement will be governed by and construed in accordance
with the laws of the State of New&nbsp;York applicable to contracts made and to be performed within the
State of New&nbsp;York.


<P align="left" style="font-size: 12pt; text-indent: 8%">15.&nbsp;<U>Counterparts</U>. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">16.&nbsp;&nbsp;<U>Headings.</U> The section headings used herein are for convenience only and shall
not affect the construction hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">17.&nbsp;<U>Miscellaneous</U>: In accordance with the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October&nbsp;26, 2001)), the Underwriters are required to obtain,
verify and record information that identifies their respective clients, including the Company,
which information may include the name and address of their respective clients, as well as other
information that will allow the Underwriters to properly identify their respective clients.


<P align="left" style="font-size: 12pt; text-indent: 8%">18.&nbsp;<U>Definitions.</U> The terms which follow, when used in this Agreement, shall have the
meanings indicated.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Act</B>&#148; shall mean the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Anti-Corruption Laws</B>&#148; means all laws, rules, and regulations of any jurisdiction
applicable to the Company or its subsidiaries from time to time concerning or relating to
bribery or corruption.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Basic Prospectus</B>&#148; shall mean the prospectus covering the Securities dated February&nbsp;20,
2015, contained in the Registration Statement, in the form first used to confirm sales of
the Securities (or in the form first made available to the Underwriters by the Company to
meet requests of purchasers pursuant to Rule&nbsp;173 under the Act).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Business Day</B>&#148; shall mean any day&nbsp;other than a Saturday, a Sunday or a legal holiday or
a day on which banking institutions or trust companies are authorized or obligated by law to
close in New York City.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<B>Commission</B>&#148; shall mean the Securities and Exchange Commission.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Effective Date</B>&#148; shall mean each date and time that the Registration Statement, any
post-effective amendment or amendments thereto and any Rule&nbsp;462(b) Registration Statement
became or become effective.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Electronic Road Show</B>&#148; means a &#147;bona fide electronic road show&#148; as defined in Rule
433(h)(5) under the Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Exchange Act</B>&#148; shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Execution Time</B>&#148; shall mean the date and time that this Agreement is executed and
delivered by the parties hereto.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Final Prospectus</B>&#148; shall mean the Basic Prospectus, as supplemented by the prospectus
supplement specifically relating to the Securities in the form first used to confirm sales
of the Offered Securities (or in the form first made available to the Underwriters by the
Company to meet requests of purchasers pursuant to Rule&nbsp;173 under the Act).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Free Writing Prospectus</B>&#148; has the meaning set forth in Rule&nbsp;405 under the Act and
includes the final term sheet referred to in Section 5(m) hereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Material Subsidiaries</B>&#148; shall mean the Company&#146;s significant subsidiaries as defined by
Rule&nbsp;1-02(w) of Regulation&nbsp;S-X.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Preliminary Prospectus</B>&#148; shall mean any preliminary form of the Final Prospectus used
prior to filing of the Final Prospectus.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Prospectus</B>&#148; shall mean the Final Prospectus, as of its date and as of the Closing
Date, and the Time of Sale Information as of the Time of Sale.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Registration Statement</B>&#148; shall mean the registration statement referred to in
paragraph&nbsp;1(a) above, including exhibits and financial statements, as amended at the
Execution Time and, in the event any post-effective amendment thereto or any Rule&nbsp;462(b)
Registration Statement becomes effective prior to the Closing Date, shall also mean such
registration statement as so amended or such Rule&nbsp;462(b) Registration Statement, as the case
may be. Such term shall include any Rule&nbsp;430A Information or Rule&nbsp;430B Information, as the
case may be, deemed to be included therein at the Effective Date as provided by Rule&nbsp;430A or
Rule&nbsp;430B.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Rule&nbsp;173</B>&#148;, &#147;<B>Rule</B>&nbsp;<B>415</B>&#148;, &#147;<B>Rule</B>&nbsp;<B>424</B>&#148;, &#147;<B>Rule</B>&nbsp;<B>430A</B>&#148;, &#147;<B>Rule&nbsp;430B&#148; </B>and &#147;<B>Rule</B>&nbsp;<B>462</B>&#148; refer to
such rules under the Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Rule&nbsp;430A Information</B>&#148; shall mean information with respect to the Securities and the
offering thereof permitted to be omitted from the Registration Statement when it becomes
effective pursuant to Rule&nbsp;430A.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Rule&nbsp;430B Information</B>&#148; shall mean information with respect to the Securities and the
offering thereof permitted to be omitted from the Registration Statement when it becomes
effective pursuant to Rule&nbsp;430B.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Rule&nbsp;</B><B>462(b)</B><B> Registration Statement</B>&#148; shall mean a registration statement and any
amendments thereto filed pursuant to Rule&nbsp;462(b) relating to the offering covered by the
registration statement referred to in Section&nbsp;1(a) hereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Sanctions</B>&#148; means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by (a)&nbsp;the U.S. government, including those
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
or the U.S. Department of State, or (b)&nbsp;the United Nations Security Council, the European
Union or Her Majesty&#146;s Treasury of the United Kingdom.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Sanctioned Country</B>&#148; means, at any time, a country or territory which is the subject or
target of any Sanctions.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Sanctioned Person</B>&#148; means, at any time, (a)&nbsp;any Person listed in any Sanctions-related
list of designated Persons maintained by the Office of Foreign Assets Control of the U.S.
Department of the Treasury, the U.S. Department of State, the United Nations Security
Council, the European Union or any member state of the European Union, (b)&nbsp;any Person
operating, organized or resident in a Sanctioned Country or (c)&nbsp;any Person controlled by any
such Person.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Time of Sale</B>&#148; shall mean the time when sales of the Securities were first made.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Time of Sale Information</B>&#148; shall mean the Preliminary Prospectus (if applicable) most
recently available prior to the Time of Sale and each Free Writing Prospectus relating to
the Securities listed on Schedule&nbsp;III hereto. If, subsequent to the Execution Time, the
Company and the Underwriters have determined that such Time of Sale Information included an
untrue statement of material fact or omitted a statement of material fact necessary to make
the information therein, in the light of the circumstances under which it was made, not
misleading and have agreed to provide an opportunity to purchasers of the Securities to
terminate their old purchase contracts and enter into new purchase contracts, then &#147;<B>Time of
Sale Information</B>&#148; will refer to the information available to purchasers at the time of entry
into the first such new purchase contract.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Trust Indenture Act</B>&#148; shall mean the Trust Indenture Act of 1939, as amended and the
rules and regulations of the Commission promulgated thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%"><U>19. Other Liabilities Governed by Non-EEA Law</U>. Notwithstanding and to the
exclusion of any other term of this Agreement or any other agreements, arrangements, or
understanding between the parties hereto, each counterparty to a BRRD Party acknowledges and
accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of
Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees
to be bound by:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority
in relation to any BRRD Liability of any BRRD Party to it under this Agreement, that
(without limitation) may include and result in any of the following, or some combination
thereof:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the reduction of all, or a portion, of the BRRD Liability or outstanding amounts
due thereon;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the conversion of all, or a portion, of the BRRD Liability into shares, other
securities or other obligations of the relevant BRRD Party or another person, and the issue
to or conferral on it of such shares, securities or obligations;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;the cancellation of the BRRD Liability; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;the amendment or alteration of any interest, if applicable, thereon, the maturity
or the dates on which any payments are due, including by suspending payment for a temporary
period; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;the variation of the terms of this Agreement, as deemed necessary by the Relevant
Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant
Resolution Authority.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">The terms which follow, when used in this Section&nbsp;19, shall have the meanings
indicated.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Bail-in Legislation</B>&#148; means in relation to a member state of the European Economic Area
which has implemented, or which at any time implements, the BRRD, the relevant implementing
law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule
from time to time



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Bail-in Powers</B>&#148; means any Write-down and Conversion Powers as defined in the EU
Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>BRRD</B>&#148; means Directive 2014/59/EU establishing a framework for the recovery and
resolution of credit institutions and investment firms.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>BRRD Party</B>&#148; means any Underwriter subject to Bail-in Powers.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>EU Bail-in Legislation Schedule</B>&#148; means the document described as such, then in effect,
and published by the Loan Market Association (or any successor person) from time to time at
http://www.lma.eu.com/pages.aspx?p=499.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>BRRD Liability</B>&#148; means a liability in respect of which the relevant Write Down and
Conversion Powers in the applicable Bail-in Legislation may be exercised.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<B>Relevant Resolution Authority</B>&#148; means the resolution authority with the ability to
exercise any Bail-in Powers in relation to the relevant BRRD Party.


<P align="center" style="font-size: 12pt">&#091;<I>Remainder of Page Intentionally Blank</I>&#093;



<P align="left" style="font-size: 12pt; text-indent: 4%">If the foregoing is in accordance with your understanding of our agreement, please sign
and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and the several Underwriters.


<P align="left" style="font-size: 12pt">Very truly yours,


<P align="left" style="font-size: 12pt">GENERAL MILLS, INC.


<P align="left" style="font-size: 12pt">By: /s/ Brett M. White<BR>
Name: Brett M. White<BR>
Title: Vice President, Treasurer<BR>
<BR>
The foregoing Underwriting Agreement is hereby confirmed and accepted by the<BR>
Underwriters as of the date first above written.


<P align="left" style="font-size: 12pt">GOLDMAN SACHS & CO. LLC


<P align="left" style="font-size: 12pt"><BR>
J.P. MORGAN SECURITIES LLC
<BR>
MORGAN STANLEY & CO. LLC
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.


<P align="left" style="font-size: 12pt">GOLDMAN SACHS & CO. LLC


<P align="left" style="font-size: 12pt">By: /s/ Ryan Gilliam<U> </U><BR>
Name: Ryan Gilliam<BR>
Title: Vice President<BR>
<BR>
<BR>
J.P. MORGAN SECURITIES LLC


<P align="left" style="font-size: 12pt">By: /s/ Som Bhattacharyya<BR>
Name: Som Bhattacharyya<BR>
Title: Executive Director<BR>
MORGAN STANLEY & CO. LLC<BR>


<P align="left" style="font-size: 12pt"><BR>
<BR>
<BR>
By: /s/ Yurij Slyz<BR>
Name: Yurij Slyz<BR>
Title: ED


<P align="center" style="font-size: 12pt"><B>SCHEDULE I</B>



<P align="left" style="font-size: 12pt"><B>Underwriting Agreement dated: </B>October&nbsp;4, 2017


<P align="left" style="font-size: 12pt"><B>Registration Statement No.: </B>333-202215


<P align="left" style="font-size: 12pt"><B>Representatives: </B>Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC


<P align="left" style="font-size: 12pt"><B>Title, Purchase Price and Description of Securities:</B>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top"><I>Title and Aggregate Principal Amount:</I>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">General Mills, Inc.<BR>
$500,000,000 2.600% Notes due<BR>
2022 (the &#147;Notes&#148;)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top"><I>Purchase Price (plus interest, if any,<BR>
accrued from the Closing Date)</I>:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR>
99.636% or $498,180,000</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top"><I>Price to Public:</I>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.986%</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top"><I>Sinking Fund Provisions:</I>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">None</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top"><I>Optional Redemption Provisions:</I>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">At any time prior to September<BR>
12, 2022 the date that is one<BR>
month prior to the maturity<BR>
date of the Notes, in whole or<BR>
in part at any time at General<BR>
Mills&#146; option at the<BR>
redemption price equal to the<BR>
make-whole amount described in<BR>
the Prospectus, plus accrued<BR>
and unpaid interest to the<BR>
redemption date.<BR>
On or after September&nbsp;12, 2022<BR>
the date that is one month<BR>
prior to the maturity date of<BR>
the Notes at a redemption<BR>
price of 100% of the principal<BR>
amount plus accrued and unpaid<BR>
interest to the redemption<BR>
date.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top"><I>Change of Control Offer to Purchase:</I>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">If a change of control<BR>
triggering event occurs,<BR>
General Mills will be required<BR>
to make an offer to purchase<BR>
the notes at a purchase price<BR>
equal to 101% of the principal<BR>
amount of the Notes, plus<BR>
accrued and unpaid interest,<BR>
if any, to the date of<BR>
repurchase.</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt"><B>Closing Date, Time and Location:</B>
<BR>
October&nbsp;12, 2017 at 10:00&nbsp;a.m. at
<BR>
Davis Polk & Wardwell LLP
<BR>
450 Lexington Avenue
<BR>
New York, New York 10017


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Address for Notices to Representatives:</B></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Goldman Sachs & Co. LLC</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">200</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>West Street</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>New York, New York 10282-2198</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Attention: Registration Department</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">J.P. Morgan Securities LLC
<BR>
383 Madison Avenue
<BR>
New York, New York 10179
<BR>
Attention: Investment Grade Syndicate Desk


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Facsimile: (212)&nbsp;834-6081</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">Morgan Stanley & Co. LLC
<BR>
1585 Broadway, 29<sup>th</sup> Floor
<BR>
New York, NY 10036
<BR>
Attention: Investment Banking Division
<BR>
Facsimile: (212)&nbsp;507-8999


<P align="center" style="font-size: 12pt"><B>SCHEDULE II</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="72%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Underwriters</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Principal Amount of Notes</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 12pt">Goldman Sachs &#038; Co. LLC</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 12pt">$</FONT></TD>
    <TD align="right"><FONT style="font-size: 12pt">125,000,000</FONT></TD>
    <TD><FONT style="font-size: 12pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 12pt">J.P. Morgan Securities LLC</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 12pt">$</FONT></TD>
    <TD align="right"><FONT style="font-size: 12pt">125,000,000</FONT></TD>
    <TD><FONT style="font-size: 12pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 12pt">Morgan Stanley &#038; Co. LLC</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 12pt">$</FONT></TD>
    <TD align="right"><FONT style="font-size: 12pt">125,000,000</FONT></TD>
    <TD><FONT style="font-size: 12pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 12pt">BNP Paribas Securities Corp.</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 12pt">$</FONT></TD>
    <TD align="right"><FONT style="font-size: 12pt">35,000,000</FONT></TD>
    <TD><FONT style="font-size: 12pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 12pt">U.S. Bancorp Investments, Inc.</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 12pt">$</FONT></TD>
    <TD align="right"><FONT style="font-size: 12pt">35,000,000</FONT></TD>
    <TD><FONT style="font-size: 12pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 12pt">Wells Fargo Securities, LLC</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 12pt">$</FONT></TD>
    <TD align="right"><FONT style="font-size: 12pt">35,000,000</FONT></TD>
    <TD><FONT style="font-size: 12pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 12pt">MUFG Securities Americas Inc.</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 12pt">$</FONT></TD>
    <TD align="right"><FONT style="font-size: 12pt">6,667,000</FONT></TD>
    <TD><FONT style="font-size: 12pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 12pt">SMBC Nikko Securities America, Inc.</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 12pt">$</FONT></TD>
    <TD align="right"><FONT style="font-size: 12pt">6,667,000</FONT></TD>
    <TD><FONT style="font-size: 12pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 12pt">Standard Chartered Bank</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 12pt">$</FONT></TD>
    <TD align="right"><FONT style="font-size: 12pt">6,666,000</FONT></TD>
    <TD><FONT style="font-size: 12pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-size: 12pt">Total:</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 12pt">$</FONT></TD>
    <TD align="right"><FONT style="font-size: 12pt">500,000,000</FONT></TD>
    <TD><FONT style="font-size: 12pt"></FONT></TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 12pt"><B>SCHEDULE III</B>



<P align="left" style="font-size: 12pt"><B>Free Writing Prospectus(es)</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">Final Term Sheet (attached as Exhibit&nbsp;A hereto)


<P align="center" style="font-size: 12pt"><B>EXHIBIT A TO SCHEDULE III</B>



<P align="right" style="font-size: 12pt"><FONT style="font-size: 10pt">Filed pursuant to Rule&nbsp;433<BR>
Registration No.&nbsp;333-202215</FONT>



<P align="center" style="font-size: 10pt">$500,000,000<BR>
<B>General Mills, Inc.</B><BR>
2.600% Notes due 2022<BR>
Pricing Term Sheet<BR>
October&nbsp;4, 2017


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="55%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Issuer:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">General Mills, Inc.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Issuer Ratings*:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">A3/BBB&#043; (Moody&#146;s/S&#038;P)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Principal Amount:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">$500,000,000</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Offering Format:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SEC Registered</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Maturity Date:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">October&nbsp;12, 2022</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Coupon:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2.600%</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Price to Public:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.986%</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Yield to Maturity:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2.603%</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Spread to Benchmark Treasury:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#043;68 basis points</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Benchmark Treasury:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1.875% due September&nbsp;15, 2022</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Benchmark Treasury Price/Yield:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99-24 <FONT style="font-size: 75%">3/4</FONT> / 1.923%</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Interest Payment Dates:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">April&nbsp;12 and October&nbsp;12, commencing on<BR>
April&nbsp;12, 2018</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Day Count Convention:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">30/360</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Optional Redemption Provisions:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Make-whole call
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Prior to September&nbsp;12, 2022 (the date<BR>
that is one month prior to the maturity<BR>
date), make-whole call at Treasury plus<BR>
15 basis points plus accrued and unpaid<BR>
interest to the redemption date.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Par-call
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">On or after September&nbsp;12, 2022 (the date<BR>
that is one month prior to the maturity<BR>
date), at par plus accrued and unpaid<BR>
interest to the redemption date.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Change of Control Offer to Purchase:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">If a change of control triggering event<BR>
occurs, General Mills will be required<BR>
to make an offer to purchase the notes<BR>
at a purchase price equal to 101% of the<BR>
principal amount of the notes, plus<BR>
accrued and unpaid interest, if any, to<BR>
the date of repurchase.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Trade Date:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">October&nbsp;4, 2017</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Settlement Date:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">T&#043;5; October&nbsp;12, 2017<BR>
We expect to deliver the notes against<BR>
payment for the notes on the fifth<BR>
business day following the date of the<BR>
pricing of the notes (&#147;T&#043;5&#148;). Under Rule<BR>
15c6-1 of the Exchange Act, trades in<BR>
the secondary market generally are<BR>
required to settle in two business days,<BR>
unless the parties to a trade expressly<BR>
agree otherwise. Accordingly, purchasers<BR>
who wish to trade notes on the date of<BR>
pricing or the next two succeeding<BR>
business days will be required, by<BR>
virtue of the fact that the notes<BR>
initially will settle in T&#043;5, to specify<BR>
alternative settlement arrangements to<BR>
prevent a failed settlement.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Denominations:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">$2,000 and integral multiples of $1,000<BR>
in excess thereof</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">CUSIP/ISIN:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">370334 CA0 / US370334CA00</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Joint Book-Running Managers:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Goldman Sachs &#038; Co. LLC<BR>
J.P. Morgan Securities LLC<BR>
Morgan Stanley &#038; Co. LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Senior Co-Managers:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">BNP Paribas Securities Corp.<BR>
U.S. Bancorp Investments, Inc.<BR>
Wells Fargo Securities, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Co-Managers:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">MUFG Securities Americas Inc.<BR>
SMBC Nikko Securities America, Inc.<BR>
Standard Chartered Bank</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">&#149;&nbsp;Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.


<P align="left" style="font-size: 10pt"><B>The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC&#146;s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
Goldman Sachs & Co. LLC toll-free at 866-471-2526, J.P. Morgan Securities LLC at 1-212-834-4533
(collect)&nbsp;and Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.</B>


<P align="left" style="font-size: 10pt"><B>This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by General
Mills, Inc. on October&nbsp;4, 2017 relating to its Prospectus dated February&nbsp;20, 2015.</B>


<P align="left" style="font-size: 10pt"><B>ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT
OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.</B>



<P align="center" style="font-size: 10pt; display: none">




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<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>exhibit2.htm
<DESCRIPTION>EX-4.1
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<TITLE ID="2"> EX-4.1 </TITLE>
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;4.1</B></FONT>



<P align="center" style="font-size: 12pt"><B>GENERAL MILLS, INC.<BR>
OFFICERS&#146; CERTIFICATE<BR>
AND<BR>
AUTHENTICATION ORDER</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Pursuant to the Indenture, dated as of February&nbsp;1, 1996 (as amended, the &#147;Indenture&#148;), between
General Mills, Inc. (the &#147;Company&#148;) and U.S. Bank National Association (formerly known as First
Trust of Illinois, National Association), as trustee (the &#147;Trustee&#148;), and resolutions adopted by
the Board of Directors of the Company and the Finance Committee of the Board of Directors of the
Company, this Officers&#146; Certificate and Authentication Order is being delivered to the Trustee to
establish the terms of a series of Securities in accordance with Section&nbsp;301 of the Indenture, to
establish the form of the Securities of such series in accordance with Section&nbsp;201 of the
Indenture, to request the authentication and delivery of the Securities of such series pursuant to
Section&nbsp;303 of the Indenture and to comply with the provisions of Section&nbsp;102 of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">Capitalized terms used but not defined herein and defined in the Indenture shall have the
respective meanings ascribed to them in the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>A.&nbsp;Establishment of Series&nbsp;Pursuant to Section&nbsp;301 of Indenture</B>. There is hereby established
pursuant to Section&nbsp;301 of the Indenture a series of Securities which shall have the following
terms (the numbered clauses set forth below correspond to the numbered subsections of Section&nbsp;301
of the Indenture):



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;The series of Securities being authorized shall bear the title &#147;2.600% Notes due
2022&#148; (the &#147;Notes&#148;).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;There shall be no limit upon the aggregate principal amount of the Notes which may
be authenticated and delivered under the Indenture; provided, however, that the aggregate
principal amount of Notes to be authenticated and delivered under the Indenture pursuant to
this Officers&#146; Certificate and Authentication Order shall be limited to the amount set forth
in Section&nbsp;C below (except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections&nbsp;304, 305,
306, 906 or 1107 of the Indenture and except for any Notes which, pursuant to Section&nbsp;303 of
the Indenture, are deemed never to have been authenticated and delivered under the
Indenture).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;Interest on each Note will be paid to the Person in whose name the Note is
registered at the close of business on the Regular Record Date (as defined in paragraph 5
below), except that interest due at Maturity will be paid to the Person to whom the
principal of the Note is paid.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(4)&nbsp;The Notes will mature on October&nbsp;12, 2022, unless the principal of any Note, or any
installment of principal, becomes due and payable prior to such date. If the date of
Maturity of a Note is not a Business Day, the payment due on such day shall be made on the
next succeeding Business Day and no additional interest shall accrue for the period from
Maturity to that next succeeding Business Day.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(5)&nbsp;Each Note will bear interest from and including October&nbsp;12, 2017 or from and
including the most recent Interest Payment Date (as defined below) as to which interest on
such Note (or any Predecessor Security with respect to such Note) has been paid or made
available for payment at an annual rate of 2.600% until the principal of the Note is paid or
made available for payment. Each payment of interest on a Note will include interest to,
but excluding, as the case may be, the relevant Interest Payment Date or Maturity.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">The &#147;Interest Payment Dates&#148; for the Notes will be April&nbsp;12 and October&nbsp;12 of each year
beginning on April&nbsp;12, 2018 and the Regular Record Dates will be the April 1 or October&nbsp;1,
respectively, next preceding such Interest Payment Date whether or not a Business Day. If
any Interest Payment Date is not a Business Day, the payment due on such day shall be made
on the next succeeding Business Day and no additional interest shall accrue for the period
from such Interest Payment Date to that next succeeding Business Day.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Interest (including interest for partial periods) will be calculated on the basis of a
360-day year of twelve 30-day months.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(6)&nbsp;Payment of principal of and premium (if any) and interest on each Note that is
represented by a Global Security will be made to the Depositary (as specified in paragraph
16 below) or its nominee, as the case may be, as the sole registered owner and the sole
Holder of the Notes represented thereby for all purposes under the Indenture.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Payment of principal of and premium (if any) and interest on each Note that is not
represented by a Global Security will be made upon presentation and surrender of such Note
at the office or agency maintained by the Company for that purpose in the Borough of
Manhattan, the City of New York (which shall initially be the office of the Trustee).
Registered Holders that wish to receive payment in immediately available funds must provide
appropriate written wire transfer instructions sufficiently in advance of the payment date
and present the Note in time for the party making the payment to make payments in such funds
in accordance with its normal procedures. Any wire transfer instructions received by a
party making payments shall remain in effect until revoked by the registered Holder.
Payment in accordance with written wire transfer instructions from a registered Holder shall
be deemed to constitute full and complete payment of all amounts so paid. The Company may,
at its option, elect to make payments of interest other than at Maturity by check mailed to
the address of the registered Holder thereof as of the close of business on the relevant
Regular Record Date as such address appears in the Security Register.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">The &#147;Place of Payment&#148; with respect to the Notes shall be the City of New York.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(7)&nbsp;The Company may redeem the Notes, in whole or in part, at its option at any time or
from time to time. The Redemption Price for the Notes being redeemed on any Redemption Date
that is prior to September&nbsp;12, 2022 (the &#147;Par Call Date&#148;) will be equal to the greater of
(i)&nbsp;100% of the principal amount of the Notes being redeemed on the Redemption Date and (ii)
as determined by the Quotation Agent (as defined below), the sum of the present values of
the remaining scheduled payments of principal and interest on the Notes being redeemed on
the Redemption Date that would be due if such notes matured on the Par Call Date (not
including any portion of such payments of interest accrued as of the Redemption Date)
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months or in the case of an incomplete month, the number of days elapsed)
at the Adjusted Treasury Rate (as defined below) plus 15 basis points, plus, in the case of
both (i)&nbsp;and (ii)&nbsp;above, accrued and unpaid interest on the Notes to but excluding the
Redemption Date. The Redemption Price for the Notes being redeemed on any Redemption Date
that is on or after the Par Call Date will be equal to 100% of the principal amount of the
Notes being redeemed on the Redemption Date, plus accrued and unpaid interest on the Notes
to but excluding the Redemption Date. Notwithstanding the foregoing, installments of
interest on Notes that are due and payable on Interest Payment Dates falling on or prior to
a Redemption Date will be payable on the Interest Payment Date to the Holders as of the
close of business on the relevant Regular Record Date. Notice of redemption will be given
to the registered Holders of the Notes to be redeemed not less than 15 nor more than 45&nbsp;days
prior to the Redemption Date, which date and the applicable Redemption Price will be
specified in the notice. Once notice of redemption is mailed, the Notes or any portion of
the Notes called for redemption will become due and payable on the Redemption Date and at
the applicable Redemption Price, plus accrued and unpaid interest to, but excluding, the
Redemption Date. On and after the Redemption Date, interest will cease to accrue on the
Notes or any portion of the Notes called for redemption (unless the Company defaults in the
payment of the Redemption Price and accrued interest). On or before the Redemption Date,
the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the
Redemption Price of and accrued interest on the Notes or any portion of the Notes to be
redeemed on that date. For purposes of the foregoing: (a) &#147;Adjusted Treasury Rate&#148; means,
with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue (as defined below), calculated using a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price (as defined below) for such Redemption Date; the
Adjusted Treasury Rate shall be calculated on the third Business Day preceding the
Redemption Date; (b) &#147;Comparable Treasury Issue&#148; means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining term of the
Notes to be redeemed (assuming for this purpose that the notes matured on the Par Call Date)
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes; (c) &#147;Comparable Treasury Price&#148; means, with respect to any
Redemption Date, the average of the Reference Treasury Dealer Quotations (as defined below)
for such Redemption Date; (d) &#147;Quotation Agent&#148; means the Reference Treasury Dealer (as
defined below) appointed by the Trustee after consultation with the Company; (e) &#147;Reference
Treasury Dealer&#148; means any primary U.S. government securities dealer in the United States
selected by the Trustee after consultation with the Company; (f) &#147;Reference Treasury Dealer
Quotations&#148; means, with respect to each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. in the City of New
York on the third Business Day preceding such Redemption Date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(8)&nbsp;If a Change of Control Triggering Event (as defined in the form of Note attached
hereto as Exhibit&nbsp;A) shall have occurred, Holders of the Notes may require the Company to
repurchase all or any part of the Notes in the manner provided and subject to the
limitations set forth in the form of Note attached hereto as Exhibit&nbsp;A.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(9)&nbsp;The Notes shall be issuable in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(15)&nbsp;The Notes shall be defeasible, in whole or any specified part, pursuant to Section
1302 or Section&nbsp;1303 of the Indenture or both such Sections.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(16)&nbsp;The Notes shall be issuable in whole or in part in the form of one or more Global
Securities registered in the name of the Depositary or its nominee. The Depositary with
respect to such Global Securities shall be The Depository Trust Company. The Global
Securities shall bear the legends set forth on the form of Note attached hereto as Exhibit
A. Such Global Security may not be exchanged in whole or in part for Securities registered,
and no transfer of such Global Security in whole or in part may be registered, in the name
or names of Persons other than the Depositary for such Global Security or a nominee thereof,
unless (a)&nbsp;the Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time the Depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, and, in either
case, the Company does not appoint a successor Depositary within 90&nbsp;days after receiving
that notice or becoming aware that the Depositary is no longer so registered, (b)&nbsp;the
Company executes and delivers to the Trustee a Company Order that such Global Security shall
be so exchangeable or (c)&nbsp;an Event of Default with respect to such Global Security has
occurred and is continuing, and the Depositary requests the issuance of Securities
registered in the name or names of Persons other than the Depositary for such Global
Security or a nominee thereof. So long as the Depositary or its nominee is the registered
holder of any Global Security, the Depositary or its nominee, as the case may be, will be
considered the sole Holder of the Notes represented by such Global Security for all purposes
under the Notes and the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>B.&nbsp;Establishment of Form of Securities Pursuant to Section&nbsp;201 of the Indenture</B>. In
accordance with Section&nbsp;201 of the Indenture, the form attached hereto as Exhibit&nbsp;A is hereby
established as the form to represent the Notes.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>C.&nbsp;Order for the Authentication and Delivery of Securities Pursuant to Section&nbsp;303 of the
Indenture</B>. Pursuant to Section&nbsp;303 of the Indenture, you are hereby requested, as Trustee under
the Indenture, to authenticate, in the manner provided by the Indenture, $500,000,000 aggregate
principal amount of the Notes registered in the name of Cede & Co., which Notes have been
heretofore duly executed by the proper officers of the Company and delivered to you as provided in
the Indenture, and to deliver said authenticated Notes to Morgan Stanley & Co. LLC through the
facilities of The Depository Trust Company against payment therefor on October&nbsp;12, 2017.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>D.&nbsp;Certification Pursuant to Section&nbsp;102 of the Indenture</B>. Each of the undersigned has read
the pertinent sections of the Indenture, including Sections&nbsp;201, 301 and 303 thereof and the
definitions in the Indenture relating thereto, and certain other corporate documents and records.
In the opinion of each of the undersigned, the undersigned has made such examination or
investigation as is necessary to enable the undersigned to express an informed opinion as to
whether or not the conditions precedent to (i)&nbsp;the establishment of (a)&nbsp;a series of Securities and
(b)&nbsp;the form of such Securities and (ii)&nbsp;the issuance, authentication and delivery of such series
of Securities contained in the Indenture have been complied with. In the opinion of the
undersigned, all conditions precedent to (x)&nbsp;the establishment of the Notes and the form of the
Notes and (y)&nbsp;the issuance, authentication and delivery of the Notes have been complied with.


<P align="left" style="font-size: 12pt; text-indent: 4%">Insofar as this Officers&#146; Certificate and Authentication Order relates to legal matters, it is
based upon the Opinion of Counsel delivered by the Company to the Trustee contemporaneously
herewith.


<P align="center" style="font-size: 12pt">&#091;Remainder of Page Intentionally Blank&#093;




<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->




<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IN WITNESS WHEREOF</B>, the undersigned have hereunto signed our names on behalf of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">Dated: October&nbsp;12, 2017


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="27%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>&nbsp;</B></TD>
    <TD width="1%"><B>&nbsp;</B></TD>
    <TD><B>GENERAL MILLS, INC</B>.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="27%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>By
/s/ Donal L. Mulligan</TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Donal L. Mulligan</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Its Executive Vice President,</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Chief Financial Officer</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">By</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">/s/ Brett M. White</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Brett M. White</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Its Vice President, Treasurer</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<!-- End Table Body -->
</TABLE>
</CENTER>


<P align="center" style="font-size: 12pt"><B>CERTIFICATION</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">I, Chris A. Rauschl, an Assistant Secretary of the Company, do hereby certify that Donal L.
Mulligan is on the date hereof the duly elected or appointed Executive Vice President and Chief
Financial Officer of the Company and the signature set forth above is his own true signature, and
further certify that Brett M. White is on the date hereof the duly elected or appointed Vice
President and Treasurer of the Company and the signature set forth above is his own true signature.



<P align="left" style="margin-left:27%; font-size: 12pt">/s/ Chris A. Rauschl<BR>
Chris A. Rauschl<BR>
Assistant Secretary<BR>


<P align="right" style="font-size: 12pt"><B>EXHIBIT A</B>



<P align="left" style="font-size: 12pt"><FONT style="font-size: 10pt">REGISTERED NO. PRINCIPAL AMOUNT: $
</FONT>

<P align="center" style="font-size: 10pt">GENERAL MILLS, INC.



<P align="center" style="font-size: 10pt">2.600% NOTES DUE 2022



<P align="left" style="font-size: 10pt">CUSIP NO. 370334 CA0 ISIN No.&nbsp;US370334CA00


<P align="left" style="font-size: 10pt; text-indent: 3%">UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


<P align="left" style="font-size: 10pt; text-indent: 3%">THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


<P align="left" style="font-size: 10pt; text-indent: 3%">GENERAL MILLS, INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the &#147;Company,&#148; which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &CO., or registered
assigns, the principal sum of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dollars (U.S. $ ) on October&nbsp;12, 2022 (the
&#147;Maturity Date&#148;), and to pay interest thereon from and including October&nbsp;12, 2017 or the most
recent Interest Payment Date (as defined below) as to which interest has been paid or made
available for payment, semiannually in arrears on April&nbsp;12 and October&nbsp;12 in each year (each an
&#147;Interest Payment Date&#148;), commencing on April&nbsp;12, 2018, at the rate of 2.600% per annum until the
principal hereof has been paid or duly made available for payment. Interest (including interest
for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months.
Each payment of interest hereon will include interest to, but excluding, as the case may be, the
relevant Interest Payment Date or Maturity.


<P align="left" style="font-size: 10pt; text-indent: 3%">The interest so payable, and punctually paid or made available for payment, on any Interest
Payment Date will, as provided for in the Indenture, be paid to the Person in whose name this Note
(or one or more Predecessor Securities with respect hereto) is registered at the close of business
on the Regular Record Date for such Interest Payment Date, which shall be the April 1 or October 1
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date;
except that interest due at Maturity will be paid to the Person to whom the principal is paid. Any
such interest not so punctually paid or made available for payment will forthwith cease to be
payable to the Person in whose name this Note (or one or more Predecessor Securities with respect
hereto) is registered at the close of business on such Regular Record Date and may either be paid
to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to the Holder of this Note not less than 10&nbsp;days
prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in the Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">Payment of principal of and premium (if any) and interest on this Note will be made to The
Depository Trust Company or its nominee, as the case may be, as the sole registered owner and the
sole Holder of the Note represented hereby for all purposes under the Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">The &#147;Place of Payment&#148; with respect to this Note shall be the City of New York.


<P align="left" style="font-size: 10pt; text-indent: 4%">All payments on this Note will be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts.


<P align="left" style="font-size: 10pt; text-indent: 4%">Any payment on this Note due on a day that is not a Business Day will be made on the next
succeeding Business Day with the same force and effect as if made on the due date and no additional
interest shall accrue for the period from and after such date.


<P align="left" style="font-size: 10pt; text-indent: 4%">Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall have the same effect as though fully set forth in this
place.


<P align="left" style="font-size: 10pt; text-indent: 4%">Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or
be valid or obligatory for any purpose.


<P align="left" style="font-size: 10pt; text-indent: 3%">IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed and has caused
a facsimile of its corporate seal to be affixed hereto or imprinted hereon.


<P align="left" style="font-size: 10pt">Dated: October&nbsp;12, 2017

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="51%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top">TRUSTEE&#146;S CERTIFICATE OF AUTHENTICATION</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">GENERAL MILLS, INC.</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">This is one of the Securities<BR>
of the series designated herein<BR>
referred to in the within-mentioned<BR>
Indenture.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Brett M. White<BR>
Its Vice President, Treasurer</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">U.&nbsp;S. BANK NATIONAL ASSOCIATION, as Trustee

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="55%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Attest:</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Authorized Officer
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Chris A. Rauschl<BR>
Its Assistant Secretary</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">OR
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#091;SEAL&#093;</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">as Authenticating Agent for the Trustee


<P align="left" style="font-size: 10pt">By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Authorized Officer<BR>


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->

<P align="center" style="font-size: 10pt">&#091;REVERSE OF NOTE&#093;



<P align="center" style="font-size: 10pt">GENERAL MILLS, INC.



<P align="center" style="font-size: 10pt">2.600% NOTES DUE 2022



<P align="left" style="font-size: 10pt; text-indent: 3%">This Note is one of a duly authorized issue of securities of the Company (herein called the
&#147;Securities&#148;), issued and to be issued in one or more series under an Indenture, dated as of
February&nbsp;1, 1996 (herein called the &#147;Indenture&#148;, which term shall have the meaning assigned to it
in such instrument), between the Company and U.S. Bank National Association (f.k.a. First Trust of
Illinois, National Association), as Trustee (herein called the &#147;Trustee&#148;, which term includes any
successor trustee under the Indenture), and reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered. By the
terms of the Indenture, additional Securities of other separate series, which may vary as to date,
amount, Stated Maturity, interest rate or method of calculating the interest rate and in other
respects as therein provided, may be issued in an unlimited principal amount. This Note is one of
a series of the Securities designated as 2.600% Notes due 2022 (the &#147;Notes&#148;).


<P align="left" style="font-size: 10pt; text-indent: 3%">In case an Event of Default with respect to the Notes shall have occurred and be continuing,
the unpaid principal hereof may be declared, and upon such declaration shall become, due and
payable in the manner, with the effect and subject to the conditions provided in the Indenture.


<P align="left" style="font-size: 10pt; text-indent: 3%">The Company may at its option redeem this Note in whole or from time to time in part at the
Redemption Price set forth below; provided that the principal amount of this Note remaining
outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess
thereof. The Company may exercise such option by mailing or causing the Trustee to mail a notice
of such redemption at least 15 but not more than 45&nbsp;days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than
all of the Securities with like tenor and terms to this Note are to be redeemed, the Securities to
be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and
appropriate. The Company shall notify the Trustee of the Redemption Price promptly after the
calculation thereof, and the Trustee shall not be responsible for such calculation.


<P align="left" style="font-size: 10pt; text-indent: 3%">The Redemption Price for the Notes to be redeemed on any Redemption Date that is prior to
September&nbsp;12, 2022 will be equal to the greater of (i)&nbsp;100% of the principal amount of this Note to
be redeemed and (ii)&nbsp;as determined by the Quotation Agent (as defined below), the sum of the
present values of the remaining scheduled payments of principal and interest on the Notes to be
redeemed that would be due if such notes matured on September&nbsp;12, 2022 (excluding any portion of
such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months or in the case of an
incomplete month, the number of days elapsed) at the Adjusted Treasury Rate (as defined below) plus
0.15%, plus, in the case of both (i)&nbsp;and (ii), accrued and unpaid interest to the Redemption Date.
The Redemption Price for the Notes to be redeemed on any Redemption Date that is on or after
September&nbsp;12, 2022 will be equal to 100% of the principal amount of the Notes being redeemed on the
Redemption Date, plus accrued and unpaid interest on the Notes to the Redemption Date. Unless the
Company defaults on the payment of the Redemption Price, on and after the Redemption Date interest
will cease to accrue on the principal amount of the Notes to be redeemed.


<P align="left" style="font-size: 10pt; text-indent: 3%">&#147;Adjusted Treasury Rate&#148; means, with respect to any Redemption Date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (as defined
below), calculated using a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price (as defined below) for such Redemption
Date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the date
of redemption.


<P align="left" style="font-size: 10pt; text-indent: 3%">&#147;Comparable Treasury Issue&#148; means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of this Note to be redeemed
(assuming for this purpose that the notes matured on September&nbsp;12, 2022) that would be utilized, at
the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of this Note.


<P align="left" style="font-size: 10pt; text-indent: 3%">&#147;Comparable Treasury Price&#148; means, with respect to any Redemption Date, the average of the
Reference Treasury Dealer Quotations (as defined below) for such Redemption Date.


<P align="left" style="font-size: 10pt; text-indent: 3%">&#147;Quotation Agent&#148; means the Reference Treasury Dealer (as defined below) appointed by the
Trustee after consultation with the Company.


<P align="left" style="font-size: 10pt; text-indent: 3%">&#147;Reference Treasury Dealer&#148; means any primary U.S. government securities dealer in the United
States selected by the Trustee after consultation with the Company.


<P align="left" style="font-size: 10pt; text-indent: 3%">&#147;Reference Treasury Dealer Quotations&#148; means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. in the City of New
York on the third Business Day preceding such Redemption Date.


<P align="left" style="font-size: 10pt; text-indent: 2%">If a Change of Control Triggering Event shall have occurred, the Holder of this Note may
require the Company to repurchase all or any part (equal to an integral multiple of $1,000) of this
Note at a purchase price equal to 101% of the principal amount of, plus accrued and unpaid
interest, if any, to the date of purchase on, the Note (or part thereof) to be purchased (unless
the Company shall have mailed or caused to be mailed a notice of redemption within 30&nbsp;days after
such Change of Control Triggering Event stating that all of the Notes will be redeemed); provided
that the principal amount of this Note remaining outstanding after a repurchase in part shall be
$2,000 or an integral multiple of $1,000 in excess thereof. Within 30&nbsp;days after any Change of
Control Triggering Event, the Company shall mail or cause the Trustee to mail a notice describing
the transaction or transactions constituting the Change of Control Triggering Event and offering to
repurchase the Notes. Such repurchase must occur no earlier than 30&nbsp;days and no later than 60&nbsp;days
after the date such notice is mailed.


<P align="left" style="font-size: 10pt; text-indent: 2%">On the date specified for repurchase of the Notes, the Company shall, to the extent lawful:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>accept for payment all Notes or portions of Notes properly tendered pursuant to the
offer to repurchase the Notes;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>deposit with the Paying Agent the required payment for all Notes or portions of Notes
properly tendered pursuant to the offer to repurchase the Notes; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>deliver to the Trustee the repurchased Notes, accompanied by an Officers&#146; Certificate
stating the aggregate principal amount of Notes repurchased pursuant to the offer to
repurchase the Notes.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 2%">The Company shall comply with the requirements of Rule&nbsp;14e-1 under the Securities Exchange Act
of 1934, as amended, and any other securities laws and regulations applicable to the repurchase of
the Notes. To the extent that these securities laws and regulations conflict with the provisions
of this Note requiring repurchase of the Notes upon a Change of Control Triggering Event, the
Company shall comply with these securities laws and regulations instead of the repurchase
provisions of this Note, and the Company will not be considered to have breached its obligation to
repurchase the Notes. Additionally, if an Event of Default unrelated to the repurchase provisions
of this Note exists under the Indenture, including Events of Default arising with respect to other
issues of Securities, the Company shall not be required to repurchase the Notes, notwithstanding
the repurchase provisions of this Note.


<P align="left" style="font-size: 10pt; text-indent: 2%">The Company shall not be required to comply with obligations relating to repurchase of the
Notes upon a Change of Control Triggering Event if a third party satisfies such obligations.


<P align="left" style="font-size: 10pt; text-indent: 2%">&#147;Change of Control&#148; means the occurrence of any of the following: (a)&nbsp;the consummation of any
transaction (including, without limitation, any merger or consolidation) resulting in any &#147;person&#148;
(as that term is used in Section&nbsp;13(d)(3) of the Securities Exchange Act of 1934, as amended)
(other than the Company or one of its subsidiaries) becoming the beneficial owner (as defined in
Rules&nbsp;13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or
indirectly, of more than 50% of the Company&#146;s Voting Stock or other Voting Stock into which the
Company&#146;s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting
power rather than number of shares; (b)&nbsp;the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in a transaction or a series of related
transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken
as a whole, to one or more Persons (other than the Company or one of its subsidiaries); or (c)&nbsp;the
first day on which a majority of the members of the Board of Directors of the Company are not
Continuing Directors. Notwithstanding the foregoing, a transaction will not be considered to be a
Change of Control if (a)&nbsp;the Company becomes a direct or indirect wholly-owned subsidiary of a
holding company and (b)(y) immediately following such transaction, the direct or indirect holders
of the Voting Stock of the holding company are substantially the same as the Holders of the
Company&#146;s Voting Stock immediately prior to such transaction or (z)&nbsp;immediately following such
transaction no Person is the beneficial owner, directly or indirectly, of more than 50% of the
Voting Stock of the holding company.


<P align="left" style="font-size: 10pt; text-indent: 2%">&#147;Change of Control Triggering Event&#148; means the occurrence of both a Change of Control and a
Rating Event.


<P align="left" style="font-size: 10pt; text-indent: 2%">&#147;Continuing Directors&#148; means, as of any date of determination, any member of the Company&#146;s
Board of Directors who (a)&nbsp;was a member of the Board of Directors on October&nbsp;12, 2017 or (b)&nbsp;was
nominated for election, elected or appointed to the Board of Directors with the approval of a
majority of the Continuing Directors who were members of the Board of Directors at the time of such
nomination, election or appointment (either by a specific vote or by approval of a proxy statement
of the Company in which such member was named as a nominee for election as a director, without
objection to such nomination).


<P align="left" style="font-size: 10pt; text-indent: 2%">&#147;Fitch&#148; means Fitch Ratings.


<P align="left" style="font-size: 10pt; text-indent: 2%">&#147;Investment Grade Rating&#148; means a rating equal to or higher than BBB&#150; (or the equivalent) by
Fitch, Baa3 (or the equivalent) by Moody&#146;s and BBB&#150; (or the equivalent) by S&P, and the equivalent
investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by
the Company.


<P align="left" style="font-size: 10pt; text-indent: 2%">&#147;Moody&#146;s&#148; means Moody&#146;s Investors Service, Inc.


<P align="left" style="font-size: 10pt; text-indent: 2%">&#147;Rating Agencies&#148; means (a)&nbsp;each of Fitch, Moody&#146;s and S&P; and (b)&nbsp;if any of Fitch, Moody&#146;s
or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for
reasons outside of the Company&#146;s control, a &#147;nationally recognized statistical rating
organization&#146;&#146; (as defined in Section&nbsp;3(a)(62) of the Securities Exchange Act of 1934, as amended)
selected by the Company as a replacement Rating Agency for a former Rating Agency.


<P align="left" style="font-size: 10pt; text-indent: 2%">&#147;Rating Event&#148; means the rating on the Notes is lowered by each of the Rating Agencies and the
Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within
the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under
publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the
earlier of (a)&nbsp;the occurrence of a Change of Control and (b)&nbsp;public notice of the occurrence of a
Change of Control or the Company&#146;s intention to effect a Change of Control; provided that a Rating
Event will not be deemed to have occurred in respect of a particular Change of Control (and thus
will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering
Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm
or inform the Trustee in writing at the request of the Company that the reduction was the result,
in whole or in part, of any event or circumstance comprised of or arising as a result of, or in
respect of, the Change of Control (whether or not the applicable Change of Control has occurred at
the time of the Rating Event).


<P align="left" style="font-size: 10pt; text-indent: 2%">&#147;S&P&#148; means Standard & Poor&#146;s Rating Services, a division of The McGraw-Hill Companies, Inc.


<P align="left" style="font-size: 10pt; text-indent: 2%">&#147;Voting Stock&#148; means, with respect to any specified person (as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) as of any date, the capital stock of
such person that is at the time entitled to vote generally in the election of the board of
directors of such person.


<P align="left" style="font-size: 10pt; text-indent: 2%">The Company may, without the consent of the Holders of the Notes, issue additional Securities
having the same ranking and the same interest rate, maturity and other terms as the Notes (except
for the public offering price and issue date and, in some cases, the first interest payment date).
Any additional Securities having the same terms, together with these Notes, will constitute a
single series of Notes under the Indenture; provided that, if the additional Securities are not
fungible with these Notes for U.S. federal income tax purposes, the additional Securities will have
a different CUSIP number. No such additional Securities having the same ranking and the same
interest rate, maturity and other terms as the Notes (except for the public offering price and
issue date and, in some cases, the first interest payment date) may be issued if an Event of
Default has occurred with respect to these Notes.


<P align="left" style="font-size: 10pt; text-indent: 3%">The Indenture contains provisions for defeasance at any time of either the entire principal of
the Notes or of certain covenants and Events of Default with respect to the Notes, in either case
upon compliance by the Company with certain conditions set forth in the Indenture.


<P align="left" style="font-size: 10pt; text-indent: 3%">This Global Security is exchangeable for definitive Notes only if (x)&nbsp;the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for this Global Security or if
at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, and, in either case, the Company does not appoint a successor Depositary
within 90&nbsp;days after receiving that notice or becoming aware that the Depositary is no longer so
registered, (y)&nbsp;the Company executes and delivers to the Trustee a Company Order that this Global
Security shall be so exchangeable or (z)&nbsp;an Event of Default with respect to the Notes represented
hereby has occurred and is continuing and the Depositary requests the issuance of definitive Notes.
In such case, this Global Security shall be exchangeable into Notes issuable only in denominations
of $2,000 and integral multiples of $1,000 in excess thereof. No Notes shall be issuable in
denominations of less than $2,000. If this Global Security is exchangeable pursuant to the
preceding sentences, it shall be exchangeable for definitive Notes, bearing interest at the same
rate, having the same date of issuance, redemption provisions, Stated Maturity and other terms in
registered form and of differing denominations aggregating a like amount.


<P align="left" style="font-size: 10pt; text-indent: 3%">As provided in the Indenture and subject to the limitations herein and therein set forth, the
transfer of this Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place where the principal of
and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by the Holder hereof or the Holder&#146;s attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate principal amount will
be issued to the designated transferee or transferees.


<P align="left" style="font-size: 10pt; text-indent: 3%">The Notes are issuable only in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. No Notes will be issuable in denominations of less
than $2,000. As provided in the Indenture and subject to the limitations herein and therein set
forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor
in denominations of $2,000 and integral multiples of $1,000 in excess thereof, as requested by the
Holder surrendering the same.


<P align="left" style="font-size: 10pt; text-indent: 3%">No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


<P align="left" style="font-size: 10pt; text-indent: 3%">No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the places, at the respective times and at the rate
herein prescribed.


<P align="left" style="font-size: 10pt; text-indent: 3%">The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.


<P align="left" style="font-size: 10pt; text-indent: 3%">As provided in and subject to the provisions of the Indenture, the Holder of this Note shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding
shall have made written request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of the Notes at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any such proceeding,
for 60&nbsp;days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.


<P align="left" style="font-size: 10pt; text-indent: 2%">Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may deem and treat the Person in whose name this Note
is registered as the absolute owner of this Note at such holder&#146;s address as it appears on the
Security Register (whether or not this Note shall be overdue) for the purpose of receiving payment
of or on account hereof and for all other purposes, and neither the Company nor the Trustee nor any
such agent shall be affected by any notice to the contrary. All payments made to or upon the order
of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy and
discharge liability for moneys payable on this Note.


<P align="left" style="font-size: 10pt; text-indent: 2%">No recourse under or upon any obligation, covenant or agreement contained in the Indenture or
in any indenture supplemental thereto or any Note, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, or against any past, present or future stockholder,
officer or director, as such, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such personal liability of every such incorporator, stockholder, officer and
director, as such, being expressly waived and released by acceptance hereof and as a condition of
and as part of the consideration for the issuance of this Note.


<P align="left" style="font-size: 10pt; text-indent: 3%">Capitalized terms used herein which are not defined herein shall have the respective meanings
assigned thereto in the Indenture.


<P align="left" style="font-size: 10pt; text-indent: 3%">The Indenture is, and this Note shall be, governed by and construed in accordance with the
laws of the State of New York.


<P align="center" style="font-size: 10pt; display: none; text-indent: 3%">3
<!-- PAGEBREAK -->

<P align="center" style="font-size: 10pt"><FONT style="font-size: 8pt">___________________________</FONT>



<P align="center" style="font-size: 8pt">ABBREVIATIONS



<P align="left" style="font-size: 8pt; text-indent: 6%">The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:

<DIV align="center">
<TABLE style="font-size: 8pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" colspan="3">TEN COM</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">as tenants in common</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">UNIF TRAN MIN ACT ______CUSTODIAN______</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" colspan="3">TEN ENT</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">as tenants by the entireties</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">(Cust) (Minor)</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" colspan="3" style="border-bottom: 1px solid #000000">JT TEN</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">as joint tenants with right</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Under Uniform Transfers to Minors Act</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">of survivorship and not as</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">tenants in common</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">________________________________</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">(State)</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 8pt; text-indent: 6%">Additional abbreviations may also be used though not in the above list.


<P align="left" style="font-size: 8pt; text-indent: 6%">FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


<P align="left" style="font-size: 8pt">Please insert Social Security or
<BR>
Other identifying Number of Assignee


<P align="left" style="font-size: 8pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 8pt">/<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>/</U>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 8pt; text-indent: 3%">PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


<P align="left" style="font-size: 8pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 8pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 8pt">the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute and appoint
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>attorney to transfer said Note on the books of the
Company, with full power of substitution in the premises.


<P align="left" style="font-size: 8pt">Dated: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 8pt; text-indent: 25%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 8pt">NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within instrument in every particular, without alteration or enlargement or any change
whatever.



<P align="center" style="font-size: 10pt; display: none">4




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<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>exhibit3.htm
<DESCRIPTION>EX-5.1
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<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
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<HEAD>
<TITLE ID="3"> EX-5.1 </TITLE>
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<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt">Exhibit&nbsp;5.1</FONT>



<P align="center" style="font-size: 12pt">&#091;LETTERHEAD OF DORSEY & WHITNEY LLP&#093;



<P align="right" style="font-size: 12pt"><FONT style="font-size: 10pt">October&nbsp;12, 2017</FONT>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">General Mills, Inc.<BR>
Number One General Mills Boulevard<BR>
Minneapolis, Minnesota 55426</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Re: <U>Registration Statement on Form&nbsp;S-3</U></TD>
</TR>

</TABLE>



<P align="left" style="margin-left:8%; font-size: 10pt"><U>File No.&nbsp;333-202215</U>


<P align="left" style="font-size: 10pt">Ladies and Gentlemen:


<P align="left" style="font-size: 10pt; text-indent: 4%">We have acted as special counsel to General Mills, Inc., a Delaware corporation (the
&#147;Company&#148;), in connection with the filing by the Company of a Prospectus Supplement dated October
4, 2017 to the Prospectus dated February&nbsp;20, 2015 (together, the &#147;Prospectus&#148;) relating to the
offer and sale by the Company under the Registration Statement on Form S-3 (File No.&nbsp;333-202215) of
$500,000,000 aggregate principal amount of 2.600% Notes due 2022 (the &#147;Notes&#148;). The Notes are to be
issued under the Indenture dated as of February&nbsp;1, 1996, as amended (the &#147;Indenture&#148;), between the
Company and U.S. Bank National Association (formerly known as First Trust of Illinois, National
Association), as trustee (the &#147;Trustee&#148;), and sold pursuant to the Underwriting Agreement dated
October&nbsp;4, 2017 (the &#147;Underwriting Agreement&#148;), among the Company and Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters
named in Schedule&nbsp;II thereto.


<P align="left" style="font-size: 10pt; text-indent: 4%">We have examined such documents and reviewed such questions of law as we have considered
necessary and appropriate for the purposes of our opinions set forth below. In rendering our
opinions, we have assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all documents submitted
to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all
natural persons and, with respect to all parties to agreements or instruments relevant hereto other
than the Company, that such parties had the requisite power and authority (corporate or otherwise)
to execute, deliver and perform such agreements or instruments, that such agreements or instruments
have been duly authorized by all requisite action (corporate or otherwise), executed and delivered
by such parties and that such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinion, we have relied upon
certificates of officers of the Company and of public officials.


<P align="left" style="font-size: 10pt; text-indent: 4%">Based on the foregoing, we are of the opinion that the Notes, when duly executed by the
Company, authenticated by the Trustee in the manner provided for in the Indenture and delivered on
behalf of the Company against payment of the consideration therefor specified in the Underwriting
Agreement, will constitute binding obligations of the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">The opinions set forth above are subject to the following qualifications and exceptions:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%"><FONT style="font-size: 12pt">(a) </FONT><FONT style="font-size: 10pt">Our opinions are subject to the effects of any applicable bankruptcy,
insolvency, reorganization, arrangement, moratorium, fraudulent transfer, statutes of
limitation or other similar laws and judicial decisions affecting or relating to the rights
of creditors generally.
</FONT>


<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%"><FONT style="font-size: 12pt">(b) </FONT><FONT style="font-size: 10pt">Our opinions are subject to the effect of general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, estoppel, election of remedies and other similar doctrines affecting the
enforceability of agreements generally (regardless of whether enforcement is considered in a
proceeding in equity or at law); in addition, the availability of specific performance,
injunctive relief, the appointment of a receiver or other equitable remedies is subject to
the discretion of the tribunal before which any proceeding therefor may be brought.
</FONT>


<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%"><FONT style="font-size: 12pt">(c) </FONT><FONT style="font-size: 10pt">Our opinions are subject to limitations regarding the availability of
indemnification and contribution where such indemnification or contribution may be limited
by applicable law or the application of principles of public policy.
</FONT>


<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%"><FONT style="font-size: 12pt">(d) </FONT><FONT style="font-size: 10pt">We express no opinion as to the enforceability of (i)&nbsp;provisions that
relate to choice of law, forum selection or submission to jurisdiction (including, without
limitation, any express or implied waiver of any objection to venue in any court or of any
objection that a court is an inconvenient forum) to the extent that the validity, binding
effect or enforceability of any such provision is to be determined by any court other than a
state court of the State of New York, (ii)&nbsp;waivers by the Company of any statutory or
constitutional rights or remedies, (iii)&nbsp;terms which excuse any person or entity from
liability for, or require the Company to indemnify such person or entity against, such
person&#146;s or entity&#146;s negligence or willful misconduct or (iv)&nbsp;obligations to pay any
prepayment premium, default interest rate, early termination fee or other form of liquidated
damages, if the payment of such premium, interest rate, fee or damages may be construed as
unreasonable in relation to actual damages or disproportionate to actual damages suffered as
a result of such prepayment, default or termination.
</FONT>


<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%"><FONT style="font-size: 12pt">(e) </FONT><FONT style="font-size: 10pt">We draw your attention to the fact that, under certain circumstances, the
enforceability of terms to the effect that provisions may not be waived or modified except
in writing may be limited.
</FONT>

<P align="left" style="font-size: 10pt; text-indent: 4%">The opinions expressed above are limited to the laws of the State of New York and the Delaware
General Corporation Law.


<P align="left" style="font-size: 10pt; text-indent: 4%">We hereby consent to your filing of this opinion as an exhibit to the Registration Statement
and to the reference to our firm under the caption &#147;Validity of the Notes&#148; contained in the
Prospectus. In giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section&nbsp;7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.


<P align="left" style="font-size: 10pt; text-indent: 27%">Very truly yours,


<P align="left" style="font-size: 10pt; text-indent: 27%">/s/ DORSEY & WHITNEY LLP


<P align="left" style="font-size: 10pt">SK/GT



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