EXHIBIT 4
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
INDEXED MEDIUM-TERM NOTE, SERIES E
Due Nine Months or more from Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[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 hereon 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.
This Security 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.]
ORIGINAL ISSUE DATE: REFERENCE INTEREST RATE: BASE INTEREST RATE:
MATURITY DATE: INTEREST PAYMENT DATES:
REDEEMABLE ON OR AFTER: INITIAL REDEMPTION PERCENTAGE: ANNUAL REDEMPTION PERCENTAGE
(AT OPTION OF THE COMPANY) REDUCTION:
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE: ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
FACE AMOUNT: DENOMINATIONS: DETERMINATION AGENT:
___ and integral multiples of
___ in excess thereof DEPOSITARY (only applicable if
Note is a Global Note):
EXCHANGE RATE AGENT (if other
than Continental Bank,
National Association): SETTLEMENT CURRENCY: INITIAL SPOT RATE:
INDEXED CURRENCY OR COMMODITY:
INITIAL INTEREST RATE: BASE CURRENCY:
___ CURRENCY ( ) ___
___ METAL ( ) ___ OIL
DIVISOR: INDEXED COMPONENT
BASE RATE ___ PRINCIPAL ONLY ___ INTEREST ONLY
TYPE OF NOTE:
OPTION FACTOR: MAXIMUM ADJUSTMENT: ___ OPTION TYPE
___ FUTURES TYPE
SINKING FUND:
OTHER TERMS:
GENERAL MILLS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the
"Company") for value received, hereby promises to pay to
__________________________________________________________________,
or registered assigns, on the Maturity Date specified above, the
face amount specified above if the Indexed Component specified
above is Interest Only, or the sum of the Face Amount and amount
(which may be a negative number) determined as described below
(the "Principal Adjustment") if the Indexed Component is
Principal Only, and to pay interest on the Face Amount, at the
rate described below, from and including the immediately
preceding Interest Payment Date in respect of which interest has
been paid or duly made available for payment (or from and
including the date of issue, if no interest has been paid or duly
made available for payment) to but excluding the applicable Interest
Payment Date or Maturity Date, as the case may be. Interest will
be paid semi-annually on the Interest Payment Dates specified
above in each year, and on the Maturity Date, commencing on the
Interest Payment Date next succeeding the Original Issue Date
(unless the Original Issue Date occurs between a Record Date (as
defined below) and an Interest Payment Date, in which case the
first payment of interest will be due and payable on the Interest
Payment Date following the next succeeding Record Date to the
registered owner on such next succeeding Record Date), until the
principal hereof is paid or duly made available for payment. The
interest payable, and punctually paid or duly provided for, on
any Interest Payment Date will be paid to the Person in whose
name this Security is registered at the close of business on the
fifteenth calendar day next preceding such Interest Payment Date
(each such date a "Record Date"). Any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Record Date and may either be paid
to the Person in whose name this Note 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 Holders of Securities of this series not less
than 10 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 Securities
of this series may be listed, and upon such notice as maybe
required by such exchange, all as more fully provided in said
Indenture.
The principal of this Note will be payable in the Settlement
Currency shown above (which shall be U.S. dollars if the Indexed
Currency or Commodity specified above is either a metal or oil)
in an amount equal to the Face Amount hereof, plus, if the
Indexed Component is Principal Only, a Principal Adjustment,
which may be a negative number; provided, that the principal
shall be no less than zero and no greater than the sum of (i) the
Face Amount and (ii) the product of the Face Amount and the
Maximum Adjustment, if any, specified above. If no Maximum
Adjustment is specified, there shall be no upward limitation on
the amount of principal payable hereunder.
The Principal Adjustment shall be an amount, rounded upwards
to the nearest unit or subunit of the Settlement Currency, equal
to the product of (a) the Face Amount, (b) the quotient of (i)
the Spot Rate (as defined below) minus the Base Rate (each as
specified above) divided by (ii) the Divisor specified above and
(c) the Option Factor specified above; provided, that if this
Note is specified above to be an "Option Type" Note, and either
(x) the Initial Spot Rate specified above is greater than the
Base Rate and the amount in clause (b) of this sentence is a
negative number, or (y) the Base Rate is greater than the Initial
Spot Rate, and the amount in clause (b) of this sentence is a
positive number, then the Principal Adjustment shall be zero.
If the Indexed Component is Principal Only, the interest rate
on the Face Amount of this Note will be the Reference Interest
Rate set forth above. If the Indexed Component is Interest Only,
the interest rate on the Face Amount of this Note applicable to
any period will be a rate equal to the Base Interest Rate
specified above plus an amount determined as described below (the
"Interest Rate Adjustment"), which may be a negative number,
calculated with respect to the Interest Payment Date falling on
or next following the first day of such period or, in the case of
the first interest payment period, the Original Issue Date;
provided, that if an Initial Interest Rate is specified above,
the interest rate applicable to the period from the Original
Issue Date to the first Interest Payment Date will be such
Initial Interest Rate; provided, further, that the interest rate
on the Face Amount of this Note will at no time be less than 0%
or greater than the product of the Reference Interest Rate and
the Maximum Adjustment, if any, specified above. Subject to
applicable law, if no Maximum Adjustment is specified, there
shall be no limitation on the interest rate on the Face Amount of
this Note.
The Interest Rate Adjustment shall be a rate, rounded upwards
to the nearest thousandth of a percentage point, equal to the
product of (a) the Reference Interest Rate, (b) the quotient of
(i) the Spot Rate minus the Base Rate divided by (ii) the
Divisor, and (c) the Option Factor; provided, that if this Note
is specified above to be an "Option Type" Note and either (x) the
Initial Spot Rate is greater than the Base Rate and the amount in
clause (b) of this sentence is a negative number, or (y) the Base
Rate is greater than the Initial Spot Rate and the amount in
clause (b) of this sentence is a positive number, then the
Interest Rate Adjustment shall be zero.
The "Spot Rate" is, with respect to the Original Issue Date,
the Initial Spot Rate specified above, and, with respect to any
other date, the price for the Indexed Currency or Commodity,
determined in connection with the date (the "Reference Date")
which is, in the case of the determination of the Principal
Adjustment, the Maturity Date or, in the case of the
determination of the Interest Rate Adjustment for any interest
payment period, the Interest Payment Date next preceding such
interest payment period, by the Determination Agent specified
above, to be the open market spot price in U.S. dollars for an
amount of the Indexed Currency or Commodity equivalent in value
(as of the Original Issue Date) to the Face Amount of this Note,
such spot price to be determined (unless otherwise agreed to by
the holder of this Note, the Company and the Determination Agent)
by reference to (a) in the case of currency, the offered price
for such currency at 11:00 A.M., New York time, on the
Determination Date (as defined below); (b) in the case of metals
other than copper, the afternoon fixing for the specified metal
on the London Bullion Market on the Determination Date; and (c)
in the case of copper or oil, the average of settlement prices on
the Commodity Exchange, Inc. or New York Mercantile Exchange,
respectively, for the most current delivery month then trading
for, in the case of copper, the copper contract or, in the case
of oil, the "Light Sweet" Crude Oil Futures Contract, Cushing,
Oklahoma Delivery", in each case for the five Trading Days (as
defined below) preceding the relevant Determination Date. The
"Determination Date" will be the date which is (x) two Business
Days prior to the Reference Date, if the Indexed Currency or
Commodity is a currency and the Indexed Component is Principal
Only, (y) two Trading Days prior to the Reference Date, if the
Indexed Currency or Commodity is either a metal or oil, and the
Indexed Component is Principal Only, and (z) the Trading Day next
preceding the day which is two Business Days prior to the
Reference Date, if the Indexed Component is Interest Only. As
used herein, a "Business Day" is (a) each Monday, Tuesday,
Wednesday, Thursday or Friday, which is not a day on which
banking institutions in The City of New York, generally are
authorized or obligated by law, regulation or executive order to
close and (b) if this Note is denominated in a Settlement
Currency other than U.S. dollars, not a day on which banking
institutions in ___________________________________________________________
<Principal Financial Center of Country of Settlement Currency>
(or, if this Note is denominated in European Currency Units ("ECU's"), in
Luxembourg, in which case "Business Day" shall not include any day that is
a non-ECU clearing day as determined by the ECU Banking Association
in Paris) are authorized or obligated by law, regulation or
executive order to close; a "Trading Day" is any Business Day on
which trades are made and prices are quoted for the Indexed
Currency or Commodity.
For purposes of determining the Principal Adjustment or
Interest Adjustment hereunder, any Base Rate, Spot Rate, Initial
Spot Rate or Divisor shall be stated in terms of units of the
Base Currency specified above (or, if no Base Currency is
specified, U.S. dollars) per unit of the Indexed Currency or
Commodity.
Interest payments for this Note will include interest accrued
to but excluding the Interest Payment Dates. Interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-
day months.
Payment of interest on this Note due on any Interest Payment
Date (other than interest on this Note due to the holder hereof
on the Maturity Date or a redemption or repayment date, if any)
to be made in U.S. dollars will be paid by check mailed to the
person entitled thereto at his or her last address as it appears
on the registry books of the Company or by wire transfer to such
account as may have been designated by such holder as set forth
herein. Payment of the principal, as adjusted by any Principal
Adjustment described above, premium, if any, and interest, if
any, on this Note due to the holder hereof at maturity or upon
earlier redemption or repayment to be made in U.S. dollars will
be paid, in immediately available funds, upon presentation of
this Note at the Corporate Trust Office of First Trust of
Illinois, National Association in the City of Chicago, Illinois
or its agency in the Borough of Manhattan, The City of New York.
Payments of interest to be made in a currency or currency unit
other than U.S. dollars (other than interest on this Note due to
the holder hereof on the Maturity Date or date of redemption or
repayment, if any) will be paid by wire transfer of immediately
available funds to a designated account maintained in or other
jurisdiction ________________________________________________
<Country of Settlement Currency>
acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Interest Payment
Date by the registered holder of this Note on the relevant Record
Date. Payment in a currency or currency unit, other than U.S.
dollars, of the principal, as adjusted, of, and premium, if any,
and interest, if any, on this Note due to the holder hereof at
the Maturity Date or upon any earlier redemption or repayment
will be made by wire transfer of immediately available funds to a
designated account maintained in _____________________________, or
<Country of Settlement Currency>
other jurisdiction acceptable to the Company and the Trustee as shall
have been designated at least 5 Business Days prior to the Stated
Maturity by the registered holder of this Note at maturity,
provided that this Note is presented for surrender to the Paying
Agent in time for the Paying Agent to make such payment in such
funds in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made
by filing the appropriate information with the Trustee at its
Corporate Trust Office in The City of New York or the City of
Chicago, Illinois and, unless revoked by written notice to the
Paying Agent received by the Paying Agent on or prior to the
Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth calendar day preceding the Maturity Date or
fifteenth calendar day preceding the applicable date of
redemption or repayment, as the case may be, shall remain in
effect with respect to any further payments with respect to this
Note payable to such holder.
If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received
by the Trustee on or before the requisite date or for any other
reason, a notice will be mailed to the holder at its registered
address requesting a designation pursuant to which such wire
transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within 5 Business Days of
such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed
upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this
Note is payable in other than U.S. dollars and such Settlement
Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the
Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on
the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein.
Any payment on this Note due on any day which is not a
Business Day in The City of New York (or if this Note is
denominated in other than U.S. dollars, which is not a Business
Day in the country issuing the Settlement Currency (or, if this
Note is denominated in ECU's, Luxembourg, in which case "Business
Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris)) need not be
made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date and
no interest shall accrue for the period from and after such date.
Additional provisions of this Note are contained hereinbelow
and such provisions shall for all purposes have the same effect
as though fully set forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have
been signed by an authorized officer of the Trustee or its duly
authorized agent under the Indenture referred to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this
instrument to be signed by its duly authorized officer and has
caused a facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated:______________ GENERAL MILLS, INC.
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION By: ___________________________
This is one of the series [name]
designated therein referred [title]
to in the within-mentioned
Indenture.
Attest: ____________________
Assistant Secretary
[SEAL]
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
By: __________________________
Authorized Officer
or
______________________________,
as Authenticating Agent
for the Trustee
By:___________________________
Authorized Officer
GENERAL MILLS, INC.
INDEXED MEDIUM-TERM NOTE, SERIES E
Due Nine Months or more from Date of Issue
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Debt Securities"), all issued or to be issued under and pursuant
to an indenture dated as of February 1, 1996, as supplemented
(the "Indenture"), duly executed and delivered by the Company to
First Trust of Illinois, National Association, as Trustee (the
"Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
duties and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Debt Securities. As provided in
the Indenture, the Debt Securities may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to
different covenants and events of default, and may otherwise vary
as in the Indenture provided or permitted. This Note is one of a
series of the Debt Securities, which series is limited in
aggregate principal amount to $500,000,000 designated as the
Medium-Term Notes, Series E (the "Notes") of the Company. The
Notes may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all,
be repayable at the option of the holder at different times or
not at all, be issued at an original issue discount, be
extendible and be denominated in different currencies.
Payment of the principal of, and premium, if any, and interest
on this Note shall be made in the Settlement Currency shown
above; provided, however, that if the Settlement Currency shown
above is a currency or currency unit other than U.S. dollars,
payment of the principal of, and premium, if any, and interest on
this Note shall be made in U.S. dollars (i) if the paying agent
under the Indenture (the "Paying Agent") has received at its
principal office, on or prior to the relevant Record Date or the
date 15 days prior to the Maturity Date, as the case may be, from
the registered holder of this Note a written election for such
payment in U.S. dollars, (ii) at the election of the Company in
the case of the imposition of exchange controls or other
circumstances beyond the control of the Company as described in
the second following paragraph and (iii) mandatorily if the
Indexed Currency or Commodity specified above is a metal or oil.
An election under the preceding sentence may be made in writing
(mailed or hand delivered) or by cable, telex or other form of
facsimile transmission. Any such election made with respect to
this Note by a registered holder shall remain in effect with
respect to any further payments of interest and premium, if any,
on and principal of this Note payable to such holder, unless such
election is revoked on or prior to the relevant Record Date or
the date 15 days prior to the Maturity Date or applicable date of
redemption or repayment, as the case may be.
Subject to the following sentence, if the Settlement Currency
is other than the Base Currency, the amount of Settlement
Currency to be received by the holder of this Note on any payment
date shall be equal to the quotient of (i) the amount of Base
Currency then due and payable on this Note divided by (ii) the
spot exchange rate for the Settlement Currency versus the Base
Currency based on the highest bid quotation in The City of New
York received by the Exchange Rate Agent (as defined below) on
the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of which may
be the Exchange Rate Agent) for the purchase by the quoting
dealer of the Base Currency for the Settlement Currency for
settlement on such payment date in the aggregate amount of Base
Currency payable to all holders of Notes other than those holders
electing to receive U.S. dollar payments, and at which such
dealer commits to execute a contract, at 11:00 A.M., New York
City time, on such day. If the holder of this Note transmits a
written election for payment of the principal of, and premium, if
any, and interest on this Note in accordance with the second
sentence of the next preceding paragraph, the U.S. dollar amount
to be received by the holder of this Note shall be based on the
highest bid quotation in The City of New York received by the
Exchange Rate Agent (as defined below) as of 11:00 A.M., New York
City time, on the second Business Day next preceding the
applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Settlement Currency for
U.S. dollars for settlement on such payment date in the aggregate
amount of the Settlement Currency payable to all holders of Notes
electing to receive U.S. dollar payments and at which the
applicable dealer commits to execute a contract. If three such
bid quotations are not available on the second Business Day
preceding the date of payment of principal of, and premium, if
any, or interest on this Note, such payment will be made in the
Settlement Currency. All currency exchange costs associated with
any payment in U.S. dollars on this Note shall be borne by the
holder hereof by deductions from such payment.
Notwithstanding the above, if the Settlement Currency shown
above is a currency or currency unit other than U.S. dollars, and
such Settlement Currency is not available due to the imposition
of exchange controls or other circumstances beyond the control of
the Company, the Company shall be entitled to satisfy its
obligations to the holder of this Note by making such payment in
U.S. dollars. Any such payment shall be made on the basis of the
noon buying rate in The City of New York for cable transfers of
the Specified Currency as certified for customs purposes by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on
the first Business Day prior to such payment, or if such Market
Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate. Any payment made under
such circumstances in U.S. dollars where the required payment is
in other than U.S. dollars will not constitute default under the
Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the
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.
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 Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of
any Security 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 Security.
If so provided above under the heading "Redeemable on or after
(at option of the Company)," this Note may be redeemed by the
Company on and after the date so indicated. On and after the
date, if any, from which this Note may be redeemed, this Note may
be redeemed in whole or in part, at the option of the Company at
a redemption price equal to the product of the principal amount
of this Note to be redeemed multiplied by the Redemption
Percentage. The Redemption Percentage shall initially equal the
Initial Redemption Percentage specified above, and shall decline
at each anniversary of the initial date that this Note is
redeemable by the amount of the Annual Redemption Percentage
Reduction specified above, until the Redemption Percentage is
equal to 100%. Any redemption of this Note shall be effected on
not less than 30 nor more than 60 days' notice to the holder
hereof.
If so provided above, this Note will be repayable in whole or
in part in increments of $1,000 or, in the case of non-U.S.
dollar denominated Notes, of an amount equal to the integral
multiples referred to above under the heading "Authorized
Denominations" (or, if no such reference is made, an amount equal
to the minimum Authorized Denomination) provided that the
remaining principal amount of any Note surrendered for partial
repayment shall be at least $100,000 or, in the case of non-U.S.
dollar denominated Notes, the minimum Authorized Denomination
referred to above, on any Business Day on or after the "Initial
Date on Which the Note is Repayable at the Option of the Holder"
(as stated above), at the option of the holder, at 100% of the
principal amount to be repaid, plus accrued interest, if any, to
the repayment date. In order for the exercise of option to be
effective and the Notes to be repaid, the Company must receive at
the applicable address of the Paying Agent set forth below or at
such other place or places of which the Company shall from time
to time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth calendar day,
or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, either (i) this Note,
with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or
letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting
forth (a) the name, address, and telephone number of the holder
of this Note, (b) the principal amount of this Note and the
amount of this Note to be repaid, (c) a statement that the option
to elect repayment is being exercised thereby, and (d) a
guarantee stating that the Company will receive this Note, with
the form below entitled "Option to Elect Repayment" duly
completed, not later than five Business Days after the date of
such telegram, telex, facsimile transmission, or letter (and this
Note and form duly completed are received by the Company by such
fifth Business Day). Any such election shall be irrevocable.
The address to which such deliveries are to be made is: First
Trust of Illinois, National Association, Attention: Corporate
Trust Division, 410 North Michigan Avenue, Chicago, Illinois
60611, or, at such other places as the Company shall notify the
holders of the Notes. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any
Note for repayment will be determined by the Company, whose
determination will be final and binding.
The Notes are issuable in global or definitive form without
coupons in denominations of $1,000 and integral multiples thereof
or, if the Specified Currency is other than U.S. dollars, in the
denominations indicated on the face hereof. Global Notes (as
specified above) may represent Notes in denominations of $1,000
and integral multiples thereof, and corresponding amounts in the
Specified Currency. Upon due presentment for registration of
transfer of this Note at the office or agency of the Company in
the City of Chicago, Illinois or in the Borough of Manhattan, The
City of New York, a new Note or Notes in authorized denominations
in the Specified Currency for an equal aggregate principal amount
and like interest rate and maturity will be issued to the
transferee in exchange therefor, subject to the limitations
provided in the Indenture and to the limitations described below
if applicable, without charge except for any tax or other
governmental charge imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only
if (x) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for this Global Note or if at
any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be
exchangeable for definitive Notes in registered form or (z) an
Event of Default with respect to the Notes represented hereby has
occurred and is continuing. A Global Note shall be exchangeable
into Notes issuable only in denominations of $1,000 and integral
multiples thereof. No Notes shall be issuable in denominations
of less than $1,000. If this Note is exchangeable pursuant to the
preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same
rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Specified Currency,
Stated Maturity and other terms and of differing denominations
aggregating a like amount.
No reference herein to the Indenture and no provisions 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, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any Paying Agent may deem and
treat the registered holder hereof as the absolute owner of this
Note at such holder's address as it appears on the registration
books of the Company as kept by the Trustee or duly authorized
agent of the Company (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 Paying 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.
No recourse under or upon any obligations, 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, statue 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 the acceptance hereof and as a condition of and as
part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs
the Company to repay the within Note (or portion thereof
specified below) pursuant to its terms at a price equal to the
principal amount thereof, together with interest to the repayment
date, to the undersigned, at
___________________________________________________________________
(Please print or type name and address of the undersigned)
For this Note to be repaid the Company must receive at the
applicable address of the Paying Agent set forth above or at such
other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business day, the next succeeding
Business Day, prior to the repayment date, (i) this Note, with
this "Option to Elect Repayment" form duly completed, or (ii) a
telegram, telex, facsimile transmission, or letter from a member
of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name,
address, and telephone number of the holder of the Note, (b) the
principal amount of the Note and the amount of the Note to be
repaid; (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the
Note to be repaid with the form entitled "Option to Elect
Repayment" on the addendum to the Note duly completed will be
received by the Company not later than five Business Days after
the date of such telegram, telex, facsimile transmission, or
letter (and such Note and form duly completed are received by the
Company by such fifth Business Day).
If less than the entire principal amount of the within Note
is to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000 or, if the Note is denominated in a
currency other than U.S. dollars, of an amount equal to the
integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination) which the
holder elects to have repaid: _______________; and specify the
denomination or denominations (which shall be $1,000 or an
integral multiple of thereof or, if the Note is denominated in a
currency other than U.S. dollars, an Authorized Denomination) of
the Note or Notes to be issued to the holder for the portion of
the within Note not being repaid (in the absence of any
specification, one such Note will be issued for the portion not
being repaid):__________________________.
Date: ___________________________________
Notice: The signature to this
Option to Elect Repayment must
correspond with the name as written
upon page 3 of the Note in every
particular without alteration or
enlargement or any other change
whatsoever.
___________________________
ABBREVIATIONS
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:
TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN_______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common _________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
________________
/_______________/_____________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint ____________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ____________________ _________________________________________
_________________________________________
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.
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES E
Due Nine Months or more From Date of Issue
/ / Check box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[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.
This Security 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.]
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
INTEREST RATE BASIS: INDEX MATURITY: SPECIFIED CURRENCY
(if other than
U.S. dollars):
REDEEMABLE ON OR AFTER
(AT OPTION OF COMPANY): SPREAD MULTIPLIER SPREAD: +
-
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT
PERIOD:
EXCHANGE RATE AGENT: INITIAL REDEMPTION INTEREST RATE RESET
(Only applicable if PERCENTAGE: PERIOD:
Specified Currency is
other than U.S. Dollars)
CALCULATION AGENT: DEPOSITARY:
(Only applicable if this
is a Global Note)
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE SINKING FUND:
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
INTEREST PAYMENT DATES: ANNUAL REDEMPTION PERCENTAGE
REDUCTION:
INTEREST CALCULATION DATES: AUTHORIZED DENOMINATIONS:
(Only applicable if Specified
Currency is other than U.S. dollars)
INTEREST DETERMINATION DATES: OTHER TERMS:
GENERAL MILLS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the
"Company"), for value received, hereby promises to pay to
________________________________________________________________,
or registered assigns, the principal sum of
___________________________________________________ on the
maturity date shown above, or if such date is not a Business Day,
the next succeeding Business Day (the "Maturity Date"), in the
currency specified above as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay
interest monthly, quarterly, semi-annually or annually as
specified above under "Interest Payment Period," on the Interest
Payment Dates specified above, commencing with the first Interest
Payment Date specified above following the Original Issue Date
specified above, and on the Maturity Date or date of redemption
or repayment, if any, on said principal sum, in like currency, at
a rate per annum equal to the Initial Interest Rate specified
above until the first Interest Reset Date specified above
following the Original Issue Date specified above and thereafter
at a rate per annum determined in accordance with the provisions
hereinbelow under the heading "Determination of Interest Rate Per
Annum for Commercial Paper Rate Notes," "Determination of
Interest Rate Per Annum for Prime Rate Notes," "Determination of
Interest Rate Per Annum for LIBOR Notes," "Determination of
Interest Rate Per Annum for Treasury Rate Notes," "Determination
of Interest Rate Per Annum for CD Rate Notes," "Determination of
Interest Rate Per Annum for Federal Funds Rate Notes," or
Determination of Interest Rate Per Annum for CMT Rate Notes
depending upon whether the Interest Rate Basis is the Commercial
Paper Rate, Prime Rate, LIBOR, Treasury Rate, CD Rate, Federal
Funds Rate or CMT Rate, as specified above; provided, however,
that if any Interest Payment Date specified above would otherwise
fall on a day that is not a Business Day (as defined herein),
such Interest Payment Date will be the following day that is a
Business Day, except that in the event that the Interest Rate
Basis for this Note is LIBOR, if such day falls in the next
calendar month, such Interest Payment Date will be the next
preceding day that is a Business Day; provided, further, that the
Company will make such payments in respect of non-U.S. dollar
denominated Notes in the Specified Currency indicated above in
amounts determined as set forth hereinbelow; provided, however,
that payments of principal (and premium, if any) and interest on
Notes denominated in other than U.S. dollars will nevertheless be
made in U.S. dollars (i) at the election of the holder as
provided herein and (ii) at the election of the Company in the
case of imposition of exchange controls or other circumstances
beyond the control of the Company as provided herein. Interest
on this Note shall accrue (a) if the rate at which interest on
this Note is payable shall be adjusted monthly, quarterly, semi-
annually or annually, as specified above under "Interest Rate
Reset Period" and as determined in accordance with the provisions
hereinbelow, from the Interest Payment Date next preceding the
date of this Note to which interest has been paid, unless the
date hereof is an Interest Payment Date to which interest has
been paid, in which case from the date of this Note, or unless no
interest has been paid on this Note, in which case from the
Original Issue Date specified above, until payment of said
principal sum has been made or duly provided for or (b) if the
rate at which interest on this Note is payable shall be adjusted
daily or weekly, as specified above under "Interest Rate Reset
Period" and as determined in accordance with the provisions
hereinbelow, from the Record Date (as defined herein) next
preceding the date of this Note through which interest has been
paid, unless the date hereof is a Record Date through which
interest has been paid, in which case from the day after the date
of this Note, or unless no interest has been paid on this Note,
in which case from the Original Issue Date specified above, until
payment of said principal sum has been made or duly provided for;
provided, however, that if the Original Issue Date is after any
Record Date preceding any Interest Payment Date and before such
Interest Payment Date, interest on this Note shall accrue from
such Interest Payment Date unless the rate at which interest on
this Note is payable shall be adjusted daily or weekly, as
provided above under "Interest Rate Reset Period" and as
determined in accordance with the provisions hereinbelow, in
which case interest on this Note shall accrue from such Record
Date, or, in either case, if no interest has been paid on this
Note, from the Original Issue Date specified above; provided,
further, that if the Company shall default in the payment of
interest due on any Interest Payment Date, then interest on this
Note shall accrue from the next preceding Interest Payment Date
or Record Date, as the case may be, to which interest has been
paid, or, if no interest has been paid on this Note, from the
Original Issue Date specified above.
The interest payable, and punctually paid or duly provided
for, on any Interest Payment Date will be paid to the Person in
whose name this Security is registered at the close of business
on the fifteenth calendar day next preceding such Interest
Payment Date (each such date a "Record Date"). Any such interest
not so punctually paid or duly provided for will forthwith cease
to be payable to the holder on such Record Date and may either be
paid to the Person in whose name this Note 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 holders of Securities of this series
not less than 10 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
Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in
said Indenture.
"Business Day" shall mean, as used herein with respect to any
particular location, each Monday, Tuesday, Wednesday, Thursday or
Friday which is (a) not a day on which banking institutions in
The City of New York generally are authorized or obligated by
law, regulation or executive order to close, (b) in the event
that the Interest Rate Basis for this Note is LIBOR, a London
Business Day and (c) in the event that this Note is denominated
in a Specified Currency other than U.S. dollars, not a day on
which banking institutions are authorized or obligated by law,
regulation or executive order to close in (or, if this Note is
denominated in European Currency Units ("ECUs"),
_______________________________________________________________
<Principal Financial Center of Country of Specified Currency>
in Luxembourg, in which case "Business Day" shall not include any
day that is a non-ECU clearing day as determined by the ECU
Banking Association in Paris). "London Business Day" shall mean
(i) if the Specified Currency is other than ECU, any day on which
dealings in such Specified Currency are transacted in the London
interbank market or (ii) if the Specified Currency is ECU, any
day that does not appear as an ECU non-settlement day on the
display designated as "ISDE" on the Reuter Monitor Money Rates
Service (or a day so designated by the ECU Banking Association)
or, if ECU non-settlement days do not appear on that page (and
are not so designated), is not a day on which payments in ECU
cannot be settled in the international interbank market.
Payment of interest on this Note due on any Interest Payment
Date (other than interest on this Note due to the holder hereof
on the Maturity Date or a redemption or repayment date, if any)
to be made in U.S. dollars will be made by check mailed to the
person entitled thereto at the holder's last address at it
appears on the registry books of the Company or by wire transfer
to such account as may have been appropriately designated by such
holder as set forth herein. Payment of the principal of,
premium, if any, and interest, if any, on this Note due to the
holder hereof at maturity or upon earlier redemption or repayment
to be made in U.S. dollars will be made, in immediately available
funds, upon presentation of this Note at the Corporate Trust
Office of First Trust of Illinois, National Association in the
City of Chicago, Illinois or its agency in the Borough of
Manhattan, The City of New York.
Payments of interest to be made in a currency or currency unit
other than U.S. dollars (other than interest on this Note due to
the holder hereof on the Maturity Date or date of redemption or
repayment, if any) will be paid by wire transfer of immediately
available funds to a designated account maintained in
______________________________ or other jurisdiction acceptable
<Country of Specified Currency>
to the Company and the Trustee as shall have been designated at least 5
Business Days prior to the Interest Payment Date by the
registered holder of this Note on the relevant Record Date.
Payment in a currency, or currency unit, other than U.S. dollars,
of the principal and premium and interest, if any, on this Note
due to the holder hereof at maturity or upon any earlier
redemption or repayment will be made by wire transfer of
immediately available funds to a designated account maintained in
______________________________, or other jurisdiction acceptable
<Country of Specified Currency>
to the Company and the Trustee as shall have been designated at
least 5 Business Days prior to the Stated Maturity by the registered
holder of this Note at maturity, provided that this Note is
presented for surrender to the Paying Agent in time for the Paying
Agent to make such payment in such funds in accordance with its
normal procedures.
Any such designation for wire transfer purposes shall be made
by filing the appropriate information with the Trustee at its
Corporate Trust Office or agency in The City of New York or the
City of Chicago, Illinois and, unless revoked by written notice
to the Paying Agent received by the Paying Agent on or prior to
the Record Date immediately preceding the applicable Interest
Payment Date or the fifteenth day preceding the Maturity Date or
applicable date of redemption or repayment, as the case may be,
shall remain in effect with respect to any further payments with
respect to this Note payable to such holder.
The holder of any Note denominated in a Specified Currency
other than U.S. dollars may elect to receive payments in U.S.
dollars by transmitting a written request for such payment to the
principal office of the paying agent (the "Paying Agent") under
the Indenture on or prior to the Record Date immediately
preceding any Interest Payment Date or at least fifteen calendar
days prior to the Maturity Date or date of redemption or
repayment, if applicable. Such request may be in writing (mailed
or hand delivered) or by cable or telex or, if promptly confirmed
in writing, by other form of facsimile transmission. The holder
of any such Note may elect to receive payment in U.S. dollars for
all principal, premium and interest payments and need not file a
separate election for each payment. Any such election will
remain in effect until revoked by written notice to the Paying
Agent, but written notice of any such revocation must be received
by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth
calendar day preceding the Maturity Date or applicable date of
redemption or repayment.
If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received
by the Trustee on or before the requisite date or for any other
reason, a notice will be mailed to the holder at its registered
address requesting a designation pursuant to which such wire
transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within 5 Business Days of
such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed
upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this
Note is payable in other than U.S. dollars and such Specified
Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the
Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on
the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein.
Any payment on this Note due on any day which is not a
Business Day in The City of New York (or if this Note is
denominated in other than U.S. dollars, which is not a Business
Day in the country issuing the Specified Currency (or, if this
Note is denominated in ECUs, Luxembourg, in which case "Business
Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris)) need not be
made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date and
no interest shall accrue for the period from and after such date.
Additional provisions of this Note are contained following the
signature lines and Certificate of Authentication hereof and such
provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have
been signed by an authorized officer of the Trustee or its duly
authorized agent under the Indenture referred to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this
instrument to be signed by its duly authorized officer, and has
caused a facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred to in
the within-mentioned Indenture. By:_____________________
[name]
[title]
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:___________________
By:_________________________________
Authorized Officer Assistant Secretary
OR
______________________________________ [SEAL]
as Authenticating Agent for the Trustee
By:__________________________________
Authorized Officer
GENERAL MILLS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES E
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Debt Securities"), all issued or to be issued under and pursuant
to an indenture dated as of February 1, 1996 as supplemented (the
"Indenture"), duly executed and delivered by the Company to First
Trust of Illinois, National Association, as Trustee (the
"Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
duties and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Debt Securities. As provided in
the Indenture, the Debt Securities may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to
different covenants and events of default, and may otherwise vary
as in the Indenture provided or permitted. This Note is one of a
series of the Debt Securities, which series is limited in
aggregate principal amount to $500,000,000, designated as the
Medium-Term Notes, Series E (the "Notes") of the Company. The
Notes may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all,
be repayable at the option of the holder at different times or
not at all, be extendible and be denominated in different
currencies.
The interest rate in effect from the date of issue to the
first Interest Reset Date shall be the Initial Interest Rate
specified above. Commencing with the first Interest Reset Date
specified above following the Original Issue Date specified
above, the rate at which interest on this Note is payable shall
be adjusted daily, weekly, monthly, quarterly, semi-annually or
annually as specified above under "Interest Rate Reset Period".
Each such adjusted rate shall be applicable from and including
the Interest Reset Date to which it relates to but not including
the next succeeding Interest Reset Date or until maturity, as the
case may be. Subject to applicable provisions of law and except
as specified herein, on each Interest Reset Date, the rate of
interest on this Note shall be the rate determined with respect
to the Interest Determination Date next preceding such Interest
Reset Date in accordance with the provisions of the applicable
heading below.
Determination of Interest Rate Per Annum for Prime Rate Notes.
If the Interest Rate Basis specified above is Prime Rate, the
interest rate per annum determined with respect to any Interest
Reset Date means the rate set forth for the relevant Prime Rate
Interest Determination Date in H.15(519) under the heading "Bank
Prime Loan." In the event that such rate is not published prior
to 9:00 a.m., New York City time, on the relevant Calculation
Date, then the Prime Rate with respect to such Interest Reset
Date will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates
Service (or such other page as may replace the USPRIME1 page on
that service for the purpose of displaying prime rates or base
lending rates of major United States banks) ("Reuters Screen
USPRIME1 Page") as such bank's prime rate or base lending rate as
in effect for such Prime Rate Interest Determination Date. If
fewer than four such rates appear on the Reuters Screen USPRIME1
Page on such Prime Rate Interest Determination Date, the Prime
Rate with respect to such Interest Reset Date will be the
arithmetic mean of the prime rates or base lending rates (quoted
on the basis of the actual number of days in the year divided by
a 360-day year) as of the close of business on such Prime Rate
Interest Determination Date by three major banks in The City of
New York selected by the Calculation Agent; provided, however,
that if fewer than three banks selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
Prime Rate with respect to such Interest Reset Date will be the
Prime Rate in effect on such Prime Rate Interest Determination
Date.
Determination of Interest Rate Per Annum for LIBOR Notes. If
the Interest Rate Basis specified above is LIBOR, the interest
rate per annum determined with respect to any Interest
Reset Date will be determined by the Calculation Agent in
accordance with the following provisions:
(i) With respect to any Interest Determination Date relating
to a Floating Rate Note for which the interest rate is determined
with reference to LIBOR (a "LIBOR Interest Determination Date"),
LIBOR will be either: (a) if "LIBOR Reuters" is specified in the
applicable Pricing Supplement, the arithmetic mean of the offered
rates (unless the Designated LIBOR Page by its terms provides
only for a single rate, in which case such single rate shall be
used) for deposits in the Index Currency having the Index
Maturity specified in such Pricing Supplement, commencing on the
applicable Interest Reset Date, that appear (or, if only a single
rate is required as aforesaid, appears) on the Designated LIBOR
Page on Reuters Monitor Money Rates Service as of 11:00 a.m.,
London time, on such LIBOR Interest Determination Date, or (b) if
"LIBOR Telerate" is specified in the applicable Pricing
Supplement or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified in the applicable Pricing Supplement as the method for
calculating LIBOR, the rate for deposits in the Index Currency
having the Index Maturity specified in such Pricing Supplement,
commencing on such Interest Reset Date, that appears on the
Designated LIBOR Page on Telerate Data Service as of 11:00 a.m.,
London time, on such LIBOR Interest Determination Date. If fewer
than two such offered rates appear, or if no such rate appears,
as applicable, LIBOR on such LIBOR Interest Determination Date
will be determined in accordance with the provisions described in
clause (ii) below.
(ii) If LIBOR with respect to a LIBOR Interest
Determination Date is to be determined pursuant to this clause
(ii), the Calculation Agent will request the principal London
offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index
Maturity designated in the applicable Pricing Supplement,
commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, to prime banks
in the London interbank market at approximately 11:00 a.m.,
London time, on such LIBOR Interest Determination Date and in a
principal amount that is representative for a single transaction
in such Index Currency in such market at such time. If at least
two such quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR
determined on such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 a.m.,
or such other time specified in the applicable Pricing
Supplement, in the applicable Principal Financial Center (as
defined below), on such LIBOR Interest Determination Date by
three major banks in such Principal Financial Center selected by
the Calculation Agent for loans in the Index Currency to leading
European banks, having the Index Maturity designated in the
applicable Pricing Supplement and in a principal amount that is
representative for a single transaction in such Index Currency in
such market at such time; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as mentioned in
this sentence, LIBOR determined on such LIBOR Interest
Determination Date will be LIBOR in effect on such LIBOR Interest
Determination Date.
"Index Currency" means the currency (including composite
currencies) specified in the applicable Pricing Supplement as the
currency for which LIBOR shall be calculated. If no such
currency is specified in the applicable Pricing Supplement, the
Index Currency shall be United States dollars.
"Principal Financial Center" will generally be the capital
city of the country of the specified Index Currency, except that
with respect to United States dollars, Deutsche marks, Italian
lira, Swiss francs, Dutch guilders and ECUs, the Principal
Financial Center shall be The City of New York, Frankfurt, Milan,
Zurich, Amsterdam and Luxembourg, respectively.
Determination of Interest Rate Per Annum for Treasury Rate
Notes. If the Interest Rate Basis specified above is Treasury
Rate, the interest rate per annum determined with respect to any
Interest Reset Date specified above means the rate for the
auction on the relevant Treasury Interest Determination Date of
direct obligations of the United States ("Treasury bills") having
the specified Index Maturity as published in H.15(519) under the
heading "United States Government Securities-Treasury
Bills-auction average (investment)" or, if not so published by
9:00 a.m., New York City time, on the relevant Calculation Date,
the auction average rate (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as appropriate, and applied
on a daily basis) for such auction as otherwise announced by the
United States Department of the Treasury. In the event that the
results of such auction of Treasury bills having the specified
Index Maturity are not published or reported as provided above by
3:00 p.m., New York City time, on such Calculation Date, or if no
such auction is held during such week, then the Treasury Rate
shall be the rate set forth in H.15(519) for the relevant
Treasury Rate Interest Determination Date for the specified Index
Maturity under the heading "United States Government
Securities_Treasury Bills_Secondary Market." In the event such
rate is not so published by 3:00 p.m., New York City time, on the
relevant Calculation Date, the Treasury Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as appropriate, and
applied on a daily basis) of the arithmetic mean of the secondary
market bid rates as of approximately 3:30 p.m., New York City
time, on such Treasury Interest Determination Date, of three
primary United States government securities dealers in The City
of New York selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the specified
Index Maturity; provided, however, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the Treasury Rate with
respect to such Interest Reset Date will be the Treasury Rate in
effect on such Treasury Interest Determination Date.
Determination of Interest Rate Per Annum for Commercial Paper
Rate Notes. If the Interest Rate Basis specified above is
Commercial Paper Rate, the Interest Rate per annum determined
with respect to any Interest Reset Date specified above means the
Money Market Yield (calculated as described below) of the per
annum rate (quoted on a bank discount basis) for the relevant
Commercial Paper Interest Determination Date for commercial paper
having the specified Index Maturity as published by the Board of
Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication
of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper." In the event
that such rate is not published prior to 9:00 a.m. New York City
time, on the relevant Calculation Date, then the Commercial Paper
Rate with respect to such Interest Reset Date shall be the Money
Market Yield of such rate on such Commercial Paper Interest
Determination Date for commercial paper having the specified
Index Maturity as published by the Federal Reserve Bank of New
York in its daily statistical release, "Composite 3:30 p.m.
Quotations for United States Government Securities" or any
successor publication published by the Federal Reserve Bank of
New York ("Composite Quotations") under the heading "Commercial
Paper." If by 3:00 p.m., New York City time, on such Calculation
Date such rate is not yet published in either H.15(519) or
Composite Quotations, the Commercial Paper Rate with respect to
such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean
of the offered per annum rates (quoted on a bank discount basis),
as of 11:00 a.m., New York City time, on such Commercial Paper
Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the
Calculation Agent for commercial paper of the specified Index
Maturity placed for an industrial issuer whose bond rating is
"AA," or the equivalent, from a nationally recognized statistical
rating agency; provided, however, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the Commercial Paper Rate
with respect to such Interest Reset Date will be the Commercial
Paper Rate in effect on such Commercial Paper Interest
Determination Date.
"Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:
360 x D
Money Market Yield = 100 x -------------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the period from the
Interest Reset Date to but excluding the next Interest Reset
Date, or Maturity, redemption or repayment date as appropriate.
Determination of Interest Rate Per Annum for CD Rate Notes.
If the Interest Rate Basis specified above is CD Rate, the
Interest Rate per annum determined with respect to any Interest
Reset Date specified above means the rate for the relevant CD
Rate Interest Determination Date for negotiable certificates of
deposit having the specified Index Maturity as published in
H.15(519) under the heading "CDs (Secondary Market)." In the
event that such rate is not published prior to 9:00 a.m., New
York City time, on the relevant Calculation Date, then the CD
Rate with respect to such Interest Reset Date shall be the rate
on such CD Rate Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as
published in Composite Quotations under the heading "Certificates
of Deposit." If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not published in either H.15(519)
or Composite Quotations, the CD Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent
and shall be the arithmetic mean of the secondary market offered
rates, as of 10:00 a.m., New York City time, on such CD Rate
Interest Determination Date, of three leading nonbank dealers of
negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable
certificates of deposit of major United States money market banks
with a remaining maturity closest to the specified Index Maturity
in a denomination of U.S. $5,000,000; provided, however, that if
fewer than three dealers selected as aforesaid by the Calculation
Agent are quoting as mentioned in this sentence, the CD Rate with
respect to such Interest Reset Date will be the CD Rate in effect
on such CD Rate Interest Determination Date.
Determination of Interest Rate Per Annum for Federal Funds
Rate Notes. If the Interest Rate Basis specified above is
Federal Funds Rate, the Interest Rate per annum determined with
respect to any Interest Reset Date specified above means the rate
on the relevant Federal Funds Interest Determination Date for
Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)." In the event that such rate is not
published prior to 9:00 a.m., New York City time, on the relevant
Calculation Date, then the Federal Funds Rate with respect to
such Interest Reset Date will be the rate on such Federal Funds
Interest Determination Date for Federal Funds as published in
Composite Quotations under the heading "Federal Funds/Effective
Rate." If by 3:00 p.m., New York City time, on such Calculation
Date such rate is not published in either H.15(519) or Composite
Quotations, the Federal Funds Rate with respect to such Interest
Reset Date shall be calculated by the Calculation Agent and shall
be the arithmetic mean of the rates, as of 9:00 a.m., New York
City time, on such Federal Funds Interest Determination Date, for
the last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New
York selected by the Calculation Agent; provided, however, that
if fewer than three brokers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
Federal Funds Rate with respect to such Interest Reset Date will
be the Federal Funds Rate in effect on such Federal Funds
Interest Determination Date.
Determination of Interest Rate Per Annum For CMT Rate Notes.
If the Interest Rate Basis specified above is the CMT Rate, the
Interest Rate per annum determined with respect to any CMT
Interest Reset Date specified above means the rate displayed on
the Designated CMT Telerate Page (as defined below) under the
caption ". . . Treasury Constant Maturities . . . Federal Reserve
Board Release H.15 . . . Mondays Approximately 3:45 p.m.," under
the column for the Designated CMT Maturity Index (as defined
below) for (i) if the Designated CMT Telerate Page is 7055, the
rate on the related CMT Interest Determination Date and (ii) if
the Designated CMT Telerate Page is 7052, the week or the month,
as specified in the applicable Pricing Supplement, ended
immediately preceding the week or month (as applicable) in which
the related CMT Interest Determination Date occurs. If such rate
is no longer displayed on the relevant page, or is not displayed
prior to 3:00 p.m., New York City time, on the relevant
Calculation Date, then the CMT Rate with respect to such CMT
Interest Determination Date will be such Treasury Constant
Maturity rate for the Designated CMT Maturity Index as published
in the relevant H.15(519). If such rate is no longer published,
or, is not published by 3:00 p.m., New York City time, on such
Calculation Date, then the CMT Rate for such CMT Interest
Determination Date will be such Treasury Constant Maturity rate
for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT
Interest Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors of
the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable
to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such
information is not provided by 3:00 p.m., New York City time, on
the related Calculation Date, then the CMT Rate for the CMT
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time on the CMT Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States
("Treasury notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of
not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such Treasury notes
quotations, the CMT Rate for such CMT Interest Determination Date
will be calculated by the Calculation Agent and will be a yield
to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 p.m., New York City
time, on the CMT Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury notes with an original maturity of the
number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least
$100,000,000. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be
eliminated; provided however, that if fewer than three Reference
Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on
such CMT Interest Determination Date. If two Treasury notes with
an original maturity as described in the second preceding
sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the Treasury note
with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated in the applicable
Pricing Supplement (or any other page as may replace such page on
that service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519).
If no such page is specified in the applicable Pricing
Supplement, the Designated CMT Telerate Page shall be 7052, for
the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20 or 30 years) specified in the applicable Pricing
Supplement with respect to which the CMT Rate will be calculated.
If no such maturity is specified in the applicable Pricing
Supplement, the Designated CMT Maturity Index shall be 2 years.
Notwithstanding the foregoing, the interest rate per annum
hereon shall not be greater than the Maximum Interest Rate, if
any, or less than the Minimum Interest Rate, if any, specified
above. The Calculation Agent shall calculate the interest rate
hereon in accordance with the foregoing on or before each
Interest Calculation Date.
The interest rate on this Note will in no event be higher than
the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
At the request of the holder hereof, the Calculation Agent
will provide to the holder hereof the interest rate hereon then
in effect and, if different, the interest rate which will become
effective as a result of a determination made on the most recent
Interest Determination Date with respect to this Note.
Interest payments hereon will include interest accrued to but
excluding the applicable Interest Payment Date; provided,
however, that if the rate at which interest on this Note is
payable shall be adjusted daily or weekly as specified above
under "Interest Rate Reset Period" and as determined in
accordance with the provisions hereof, interest payable on any
Interest Payment Date, other than interest payable on any date on
which principal hereof is payable, will include interest accrued
to and including the Record Date next preceding such Interest
Payment Date. Accrued interest hereon from the Original Issue
Date or from the last date to which interest hereon has been
paid, as the case may be, shall be an amount calculated by
multiplying the face amount hereof by an accrued interest factor.
Such accrued interest factor shall be computed by adding the
interest factors calculated for each day from the Original Issue
Date or from the last date to which interest shall have been paid
or duly provided for, as the case may be, up to but not including
the date for which accrued interest is being calculated. The
interest factor (expressed as a decimal calculated to seven
decimal places, without rounding) for each such day shall be
computed by dividing the interest rate per annum (expressed as a
decimal calculated to seven decimal places, without rounding)
applicable to such day by 360 if the Interest Rate Basis
specified above is Prime Rate, LIBOR, Commercial Paper Rate, CD
Rate, Federal Funds Rate, or by the actual number of days in the
year if the Interest Rate Basis specified above is Treasury Rate
or CMT Rate.
If this Note is denominated in a currency or currency unit
other than U.S. dollars, any U.S. dollar amount to be received by
a holder of this Note will be based on the highest bid quotation
(rounded to the nearest cent) in The City of New York received by
the Exchange Rate Agent as of 11:00 A.M., New York City time, on
the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of which may
be the Exchange Rate Agent) for the purchase by the quoting
dealer of the Specified Currency for U.S. dollars for settlement
on such payment date, in an amount equal to the aggregate amount
of the Specified Currency payable to all holders of Notes
electing to receive U.S. dollar payments on such payment date and
at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available, payments will be
made in the Specified Currency. All currency exchange costs
associated with any payments in U.S. dollars will be borne by the
holder of the Note by deductions from such payments.
If the principal, premium (if any) or interest on this Note is
payable in a currency or currency unit other than U.S. dollars
and, due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Specified
Currency is not available at the time of any scheduled payment of
principal, premium or interest to be made in the Specified
Currency, then the Company shall be entitled to satisfy its
obligations hereunder by making such payment in U.S. dollars.
Any such payment shall be made on the basis of the noon buying
rate in The City of New York for cable transfers of the Specified
Currency as certified for customs purposes by the Federal Reserve
Bank of New York (the "Market Exchange Rate") on the first
Business Day prior to such payment, or if such Market Exchange
Rate is not then available, on the basis of the most recently
available Market Exchange Rate. Any payment under such
circumstances in U.S. dollars where required payment is in a
Specified Currency will not constitute a default under the
Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the
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.
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 Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of
any Security 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 Security.
If so provided above under the heading "Redeemable on or after
(at option of Company)," this Note may be redeemed by the Company
on and after the date so indicated. On and after the date, if
any, from which this Note may be redeemed, this Note may be
redeemed in whole or in part, at the option of the Company at a
redemption price equal to the product of the principal amount of
this Note to be redeemed multiplied by the Redemption Percentage.
The Redemption Percentage shall initially equal the Initial
Redemption Percentage specified above, and shall decline at each
anniversary of the initial date that this Note is redeemable by
the amount of the Annual Redemption Percentage Reduction
specified above, until the Redemption Percentage is equal to
100%. Any redemption of this Note shall be effected on not less
than 30 nor more than 60 days' notice to the holder hereof.
If so provided above, this Note will be repayable in whole or
in part in increments of $1,000 or, in the case of non-U.S.
dollar denominated Notes, of an amount equal to the integral
multiples referred to under the heading "Authorized
Denominations" (or, if no such reference is made, an amount equal
to the minimum Authorized Denomination) provided that the
remaining principal amount of any Note surrendered for partial
repayment shall be at least $100,000 or, in the case of non-U.S.
dollar denominated Notes, the minimum Authorized Denomination
referred to above, on any Business Day on or after the "Initial
Date on Which the Note is Repayable at the Option of the Holder"
(as stated above), at the option of the holder, at the repayment
amount specified above, plus accrued interest, if any, to the
repayment date. In order for the exercise of the option to be
effective and the Notes to be repaid, the Company must receive at
the applicable address of the Paying Agent set forth below or at
such other place or places of which the Company shall from time
to time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth day, or, if such
day is not a Business Day, the next succeeding Business Day,
prior to the repayment date, either (i) this Note, with the form
below entitled "Option to Elect Repayment" duly completed, or
(ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth (a)
the name, address and telephone number of the holder of this
Note, (b) the principal amount of this Note and the amount of
this Note to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating
that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later
than 5 Business Days after the date of such telegram, telex,
facsimile transmission or letter (and this Note and form duly
completed are received by the Company by such fifth Business
Day). Any such election shall be irrevocable. The addresses to
which such deliveries are to be made is First Bank of Illinois,
National Association, Attention: Corporate Trust Division, 410
North Michigan Avenue, Chicago, Illinois 60611 (or, at such other
places as the Company shall notify the holders of the Notes).
All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be
determined by the Company, whose determination will be final and
binding.
The Notes are issuable in global or definitive form without
coupons in denominations of $1,000 and integral multiples thereof
or, if the Specified Currency is other than U.S. dollars, in the
denominations indicated above. Global Notes (as specified above)
may represent Notes in denominations of $1,000 and integral
multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of
this Note at the office or agency of the Company in the City of
Chicago, Illinois or in the Borough of Manhattan, The City of New
York, a new Note or Notes in authorized denominations in the
Specified Currency for an equal aggregate principal amount and
like interest rate and maturity will be issued to the transferee
in exchange therefor, subject to the limitations provided in the
Indenture and to the limitations described below if applicable,
without charge except for any tax or other governmental charge
imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only
if (x) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for this Global Note or if at
any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be
exchangeable for definitive Notes in registered form or (z) an
Event of Default with respect to the Notes represented hereby has
occurred and is continuing. A Global Note shall be exchangeable
into Notes issuable only in denominations of $1,000 and integral
multiples thereof. No Notes shall be issuable in denominations
of less than $1,000. If this Note is exchangeable pursuant to
the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same
rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Specified Currency,
Stated Maturity and other terms and of differing denominations
aggregating a like amount.
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, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any paying agent may deem and
treat the registered holder hereof as the absolute owner of this
Note at such holder's address as it appears on the Debt Security
Register of the Company as kept by the Trustee or duly authorized
agent of the Company (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 paying 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.
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 the acceptance hereof and as a condition of and as
part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
_________________________
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal
amount thereof, together with interest to the repayment date, to
the undersigned, at
________________________________________________________________
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the
applicable address of the Paying Agent set forth above or at such
other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth, day, or, if
such day is not a Business Day, the next succeeding Business Day,
prior to the repayment date, (i) this Note, with this "Option to
Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national
securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the
United States of America setting forth (a) the name, address and
telephone number of the holder of the Note, (b) the principal
amount of the Note and the amount of the Note to be repaid, (c) a
statement that the option to elect repayment is being exercised
thereby, and (d) a guarantee stating that the Note to be repaid
with the form entitled "Option to Elect Repayment" on the
addendum to the Note duly completed will be received by the
Company not later than 5 Business Days after the date of such
telegram, telex, facsimile transmission or letter (and such Note
and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000 or, if the Note is denominated in a
currency other than U.S. dollars, of an amount equal to the
integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination)) which the
holder elects to have repaid: __________________________; and
specify the denomination or denominations (which shall be $1,000
or an integral multiple thereof or, if the Note is denominated in
a currency other than U.S. dollars, an Authorized Denomination)
of the Note or Notes to be issued to the holder for the portion
of the within Note not being repaid (in the absence of any
specification, one such Note will be issued for the portion not
being repaid): __________________________.
Date: ________________ __________________________________________
Notice: The signature to this Option to
Elect Repayment must correspond with the
name as written upon page 2 of the Note
in every particular without alteration or
enlargement or any other change whatsoever.
___________________________
ABBREVIATIONS
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:
TEN COM --as tenants in common UNIF GIFT MIN ACT-_____CUSTODIAN_______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
__________________
/__________________/__________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
______________________________________________________________________________
______________________________________________________________________________
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint ________________________________________ attorney to transfer
said Note on the books of the Company, with full power of substitution in
the premises.
Dated: ___________________ __________________________________________
__________________________________________
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.
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES E
Due Nine Months or more From Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[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.
This Security 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.]
ORIGINAL ISSUE DATE: INTEREST RATE PER ANNUM: MATURITY DATE:
ISSUE PRICE: % REDEEMABLE ON OR AFTER: SPECIFIED CURRENCY
(AT OPTION OF THE (if other than
COMPANY) U.S. dollars):
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE: INITIAL REDEMPTION EXCHANGE RATE AGENT:
PERCENTAGE: (Only applicable if
Specified Currency is
other than U.S. dollars)
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
ANNUAL REDEMPTION PERCENTAGE DEFAULT RATE:
REDUCTION: (Only applicable if Note
issued at original issue
discount)
AUTHORIZED DENOMINATIONS: DEPOSITARY:
(Only applicable if Specified (Only applicable if Note
Currency is other than is a Global Note)
U.S. dollars)
SINKING FUND:
INTEREST PAYMENT DATES:
ORIGINAL ISSUE DISCOUNT SECURITY:
TOTAL AMOUNT OF OID: YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE YIELD DEFAULT RATE:
FOR SHORT ACCRUAL PERIOD: OID DEFAULT AMOUNT:
___ APPROXIMATE ___ EXACT
OTHER TERMS:
GENERAL MILLS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the
"Company"), for value received, hereby promises to pay to
____________________________________________________, or registered
assigns, the principal sum of _________________________________ on the
maturity date shown above, or if such date is not a Business Day
(as defined below), the next succeeding Business Day (the
"Maturity Date"), in the currency specified above as at the time
of payment shall be legal tender for the payment of public and
private debts, and to pay interest on said principal sum at the
rate per annum (computed on the basis of a 360-day year of twelve
30-day months) shown above, in like currency, semi-annually on
each Interest Payment Date set forth above from and including the
immediately preceding Interest Payment Date in respect of which
interest has been paid or duly made available for payment (or
from and including the date of issue, if no interest has been
paid or duly made available for payment) to but excluding the
applicable Interest Payment Date or Maturity Date, as the case
may be provided, however, that the Company will make such
payments in respect of non-U.S. dollar denominated Notes in the
Specified Currency indicated above in amounts determined as set
forth hereinbelow; provided, however, that payments of principal
(and premium, if any) and interest on Notes denominated in other
than U.S. dollars will nevertheless be made in U.S. dollars (i)
at the election of the holder as provided herein and (ii) at the
election of the Company in the case of imposition of exchange
controls or other circumstances beyond the control of the Company
as provided herein. Unless this Note is a Note which has been
issued upon transfer of, in exchange for, or in replacement of a
predecessor Note, interest on this Note shall accrue from the
Original Issue Date indicated above. If this Note has been
issued upon transfer of, in exchange for, or in replacement of a
predecessor Note, interest on this Note shall accrue from the
last Interest Payment Date to which interest was paid on such
predecessor Note or, if no interest was paid on such predecessor
Note, from the Original Issue Date indicated above. The first
payment of interest on a Note originally issued and dated between
a Record Date (as defined below) and an Interest Payment Date
will be due and payable on the Interest Payment Date following
the next succeeding Record Date to the registered owner on such
next succeeding Record Date.
The interest payable, and punctually paid or duly provided
for, on any Interest Payment Date will be paid to the Person in
whose name this Security is registered at the close of business
on the fourteenth calendar day next preceding such Interest
Payment Date (each such date a "Record Date"). Any such interest
not so punctually paid or duly provided for will forthwith cease
to be payable to the holder on such Record Date and may either be
paid to the Person in whose name this Note 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 holders of Securities of this series
not less than 10 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
Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in
said Indenture.
Payment of interest on this Note due on any Interest Payment
Date (other than interest on this Note due to the holder hereof
on the Maturity Date or a redemption or repayment date, if any)
to be made in U.S. dollars will be paid by check mailed to the
person entitled thereto at his or her last address as it appears
on the registry books of the Company or by wire transfer to such
account as may have been designated by such holder as set forth
herein. Payment of the principal of, premium, if any, and
interest, if any, on this Note due to the holder hereof at
maturity or upon earlier redemption or repayment to be made in
U.S. dollars will be paid, in immediately available funds, upon
presentation of this Note at the Corporate Trust Office of First
Trust of Illinois, National Association in the City of Chicago,
Illinois or its agency in the Borough of Manhattan, The City of
New York.
Payments of interest to be made in a currency or currency unit
other than U.S. dollars (other than interest on this Note due to
the holder hereof on the Maturity Date or date of redemption or
repayment, if any) will be paid by wire transfer of immediately
available funds to a designated account maintained in
_________________________________________________ or other jurisdiction
<Country of Specified Currency>
acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Interest Payment
Date by the registered holder of this Note on the relevant Record
Date. Payment in a currency or currency unit, other than U.S.
dollars, of the principal of and premium and interest, if any, on
this Note due to the holder hereof at maturity or upon any
earlier redemption or repayment will be made by wire transfer of
immediately available funds to a designated account maintained in
_______________________________, or other jurisdiction acceptable
<Country of Specified Currency>
to the Company and the Trustee as shall have been designated at least
5 Business Days prior to the Stated Maturity by the registered holder
of this Note at maturity, provided that this Note is presented for
surrender to the Paying Agent in time for the Paying Agent to
make such payment in such funds in accordance with its normal
procedures.
Any such designation for wire transfer purposes shall be made
by filing the appropriate information with the Trustee at its
Corporate Trust Office or agency in The City of New York or the
City of Chicago, Illinois and, unless revoked by written notice
to the Paying Agent received by the Paying Agent on or prior to
the Record Date immediately preceding the applicable Interest
Payment Date or the fifteenth calendar day preceding the Maturity
Date or applicable date of redemption or repayment, as the case
may be, shall remain in effect with respect to any further
payments with respect to this Note payable to such holder.
The holder of any Note denominated in a Specified Currency
other than U.S. dollars may elect to receive payments in U.S.
dollars by transmitting a written request for such payment to the
principal office of the paying agent under the Indenture ("Paying
Agent") on or prior to the Record Date immediately preceding any
Interest Payment Date or at least fifteen calendar days prior to
the Maturity Date or date of redemption or repayment, if
applicable. Such request may be in writing (mailed or hand
delivered) or by cable or telex or, if promptly confirmed in
writing, by other form of facsimile transmission. The holder of
any such Note may elect to receive payment in U.S. dollars for
all principal, premium and interest payments, if any, and need
not file a separate election for each payment. Any such election
will remain in effect until revoked by written notice to the
Paying Agent, but written notice of any such revocation must be
received by the Paying Agent on or prior to the Record Date
immediately preceding the applicable Interest Payment Date or the
fifteenth calendar day preceding the Maturity Date or applicable
date of redemption or repayment.
If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received
by the Trustee on or before the requisite date or for any other
reason, a notice will be mailed to the holder at its registered
address requesting a designation pursuant to which such wire
transfer can be made and, upon the Trustee's receipt of such
designation, such payment will be made within 5 Business Days of
such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed
upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this
Note is payable in other than U.S. dollars and such Specified
Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the
Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on
the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein.
Any payment on this Note due on any day which is not a
Business Day in The City of New York (or if this Note is
denominated in other than U.S. dollars, which is not a Business
Day in the country issuing the Specified Currency (or, if this
Note is denominated in European Currency Units ("ECUs"),
Luxembourg, in which case "Business Day" shall not include any
day that is a non-ECU clearing day as determined by the ECU
Banking Association in Paris)) need not be made on such day, but
may be made on the next succeeding Business Day with the same
force and effect as if made on the due date and no interest shall
accrue for the period from and after such date.
"Business Day" shall mean, as used herein with respect to any
particular location, each Monday, Tuesday, Wednesday, Thursday or
Friday which is (a) not a day on which banking institutions in
The City of New York generally are authorized or obligated by
law, regulation or executive order to close and (b) in the event
that this Note is denominated in a Specified Currency other than
U.S. dollars, not a day on which banking institutions in
__________________________________________________________ (or, if this
<Principal Financial Center of Country of Specified Currency>
Note is denominated in ECUs, in Luxembourg, in which case
"Business Day" shall not include any day that is a non-ECU
clearing day as determined by the ECU Banking Association in
Paris) are authorized or obligated by law, regulation or
executive order to close.
Additional provisions of this Note are contained following the
signature lines and Certificate of Authentication hereof and such
provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have
been signed by an authorized officer of the Trustee or its duly
authorized agent under the Indenture referred to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this
instrument to be signed by its duly authorized officer, and has
caused a facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred
to in the within-mentioned
Indenture. By:_____________________
[name]
[title]
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:___________________
By:_________________________________
Authorized Officer Assistant Secretary
OR
_____________________________________ [SEAL]
as Authenticating Agent for the Trustee
By:__________________________________
Authorized Officer
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES E
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Debt Securities"), all issued or to be issued under and pursuant
to an indenture dated as of February 1, 1996 (the "Indenture"),
duly executed and delivered by the Company to First Trust of
Illinois, National Association, as Trustee (the "Trustee"), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, duties and
immunities thereunder of the Trustee and the rights thereunder of
the holders of the Debt Securities. As provided in the
Indenture, the Debt Securities may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to
different covenants and events of default, and may otherwise vary
as in the Indenture provided or permitted. This Note is one of a
series of the Debt Securities, which series is limited in
aggregate principal amount to $500,000,000 designated as the
Medium-Term Notes, Series E (the "Notes") of the Company. The
Notes may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all,
be repayable at the option of the holder at different times or
not at all, be issued at an original issue discount, be
extendable and be denominated in different currencies.
If this Note is denominated in a currency or currency unit
other than U.S. dollars, any U.S. dollar amount to be received by
a holder of this Note will be based on the highest bid quotation
(rounded to the nearest cent) in The City of New York received by
the Exchange Rate Agent as of 11:00 A.M., New York City time, on
the first Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of which may be
the Exchange Rate Agent) for the purchase by the quoting dealer
of the Specified Currency for U.S. dollars for settlement on such
payment date, in an amount equal to the aggregate amount of the
Specified Currency payable to all holders of Notes electing to
receive U.S. dollar payments on such payment date and at which
the applicable dealer commits to execute a contract. If three
such bid quotations are not available, payments will be made in
the Specified Currency. All currency exchange costs associated
with any payments in U.S. dollars will be borne by the holder of
the Note by deductions from such payments.
If the principal, premium (if any) or interest on this Note is
payable in a currency or currency unit other than U.S. dollars
and, due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Specified
Currency is not available at the time of any scheduled payment of
principal or interest to be made in the Specified Currency, then
the Company shall be entitled to satisfy its obligations
hereunder by making such payment in U.S. dollars. Any such
payment shall be made on the basis of the noon buying rate in The
City of New York for wire transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") on the first Business Day prior
to such payment, or if such Market Exchange Rate is not then
available, on the basis of the most recently available Market
Exchange Rate. Any payment under such circumstances in U.S.
dollars where required payment is in a Specified Currency will
not constitute a default under the Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the
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.
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 Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of
any Security 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 Security.
If so provided above under the heading "Redeemable on or after
(at option of the Company)," this Note may be redeemed by the
Company on and after the date so indicated. On and after the
date, if any, from which this Note may be redeemed, this Note may
be redeemed in whole or in part, at the option of the Company at
a redemption price equal to the product of the principal amount
of this Note to be redeemed multiplied by the Redemption
Percentage. The Redemption Percentage shall initially equal the
Initial Redemption Percentage specified above, and shall decline
at each anniversary of the initial date that this Note is
redeemable by the amount of the Annual Redemption Percentage
Reduction specified above, until the Redemption Percentage is
equal to 100%. Any redemption of this Note shall be effected on
not less than 30 nor more than 60 days' notice to the holder
hereof.
If so provided above, this Note will be repayable in whole or
in part in increments of $1,000 or, in the case of non-U.S.
dollar denominated Notes, of an amount equal to the integral
multiples referred to under the heading "Authorized
Denominations" provided that the remaining principal amount of
any Note surrendered for partial repayment shall be at least
$100,000, or, in the case of non-U.S. dollar denominated Notes,
the minimum Authorized Denomination referred to above, on any
Business Day on or after the "Initial Date on Which the Note is
Repayable at the Option of the Holder" (as stated above), at the
option of the holder, at 100% of the principal amount to be
repaid, plus accrued interest, if any, to the repayment date. In
order for the exercise of the option to be effective and the
Notes to be repaid, the Company must receive at the applicable
address of the Paying Agent set forth below or at such other
place or places of which the Company shall from time to time
notify the holder of the within Note, on or before the fifteenth,
but not earlier than the twenty-fifth calendar day, or, if such
day is not a Business Day, the next succeeding Business Day,
prior to the repayment date, either (i) this Note, with the form
below entitled "Option to Elect Repayment" duly completed, or
(ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth (a)
the name, address and telephone number of the holder of this
Note, (b) the principal amount of this Note and the amount of
this Note to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating
that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later
than 5 Business Days after the date of such telegram, telex,
facsimile transmission or letter (and this Note and form duly
completed are received by the Company by such fifth Business
Day). Any such election shall be irrevocable. The address to
which such deliveries are to be made is First Trust of Illinois,
National Association, Attention: Corporate Trust Division, 410
North Michigan Avenue, Chicago, Illinois 60611 (or, at such other
places as the Company shall notify the holders of the Notes).
All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be
determined by the Company, whose determination will be final and
binding.
If this Note is issued with an original issue discount, (i) if
an Event of Default with respect to the Notes shall have occurred
and be continuing, the amount of principal of this Note which may
be declared due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture, shall be
determined in the manner set forth under the heading "OID Default
Amount" above, and (ii) in the case of a default of payment in
principal upon acceleration, redemption, repayment at the option
of the holder or at the stated maturity hereof, in lieu of any
interest otherwise payable, the overdue principal of this Note
shall bear interest at a rate of interest per annum equal to the
Default Rate stated above (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from
the date of such acceleration, redemption, repayment at the
option of the holder or stated maturity, as the case may be, to
the date payment has been made or duly provided for or such
default has been waived in accordance with the terms of the
Indenture.
The Notes are issuable in global or definitive form without
coupons in denominations of $1,000 and integral multiples thereof
or, if the Specified Currency is other than U.S. dollars, in the
denominations indicated above. Global Notes (as specified above)
may represent Notes in denominations of $1,000 and integral
multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of
this Note at the office or agency of the Company in the City of
Chicago, Illinois or in the Borough of Manhattan, The City of New
York, a new Note or Notes in authorized denominations in the
Specified Currency for an equal aggregate principal amount and
like interest rate and maturity will be issued to the transferee
in exchange therefor, subject to the limitations provided in the
Indenture and to the limitations described below if applicable,
without charge except for any tax or other governmental charge
imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only
if (x) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for this Global Note or if at
any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be
exchangeable for definitive Notes in registered form or (z) an
Event of Default with respect to the Notes represented hereby has
occurred and is continuing. A Global Note shall be exchangeable
into Notes issuable only in denominations of $1,000 and integral
multiples thereof. No Notes shall be issuable in denominations
of less than $1,000. If this Note is exchangeable pursuant to
the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same
rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Specified Currency,
Stated Maturity and other terms and of differing denominations
aggregating a like amount.
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, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any paying agent may deem and
treat the registered holder hereof as the absolute owner of this
Note at such holder's address as it appears on the registration
books of the Company as kept by the Trustee or duly authorized
agent of the Company (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 paying 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.
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 the acceptance hereof and as a condition of and as
part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
_________________________
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal
amount thereof, together with interest to the repayment date, to
the undersigned, at
_________________________________________________________________
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the
applicable address of the Paying Agent set forth above or at such
other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Note, with
this "Option to Elect Repayment" form duly completed, or (ii) a
telegram, telex, facsimile transmission, or letter from a member
of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name,
address and telephone number of the holder of the Note, (b) the
principal amount of the Note and the amount of the Note to be
repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the
Note to be repaid with the form entitled "Option to Elect
Repayment" on the addendum to the Note duly completed will be
received by the Company not later than 5 Business Days after the
date of such telegram, telex, facsimile transmission or letter
(and such Note and form duly completed are received by the
Company by such fifth Business Day).
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000 or, if the Note is denominated in a
currency other than U.S. dollars, of an amount equal to the
integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination)) which the
holder elects to have repaid: __________________________; and
specify the denomination or denominations (which shall be $1,000
or an integral multiple thereof or, if the Note is denominated in
a currency other than U.S. dollars, an Authorized Denomination)
of the Note or Notes to be issued to the holder for the portion
of the within Note not being repaid (in the absence of any
specification, one such Note will be issued for the portion not
being repaid): __________________________.
Date: ___________________ ________________________________________
Notice: The signature to this Option to
Elect Repayment must correspond with the
name as written upon page 2 of the Note
in every particular without alteration or
enlargement or any other change whatsoever.
___________________________
ABBREVIATIONS
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:
TEN COM --as tenants in common UNIF GIFT MIN ACT--____CUSTODIAN_____
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common _________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
________________
/________________/____________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
______________________________________________________________________________
______________________________________________________________________________
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint _____________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: _________________________ __________________________________________
__________________________________________
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.
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE AMORTIZING NOTE, SERIES E
Due Nine Months or more From Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[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.
This Security 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.]
ORIGINAL ISSUE DATE: INTEREST RATE PER ANNUM: MATURITY DATE:
ISSUE PRICE: % REDEEMABLE ON OR AFTER: SPECIFIED CURRENCY
(AT OPTION OF THE (if other than
COMPANY) U.S. dollars):
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE: INITIAL REDEMPTION EXCHANGE RATE AGENT:
PERCENTAGE: (Only applicable if
Specified Currency is
other than U.S. dollars)
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
ANNUAL REDEMPTION PERCENTAGE DEFAULT RATE:
REDUCTION: (Only applicable if Note
issued at original issue
discount)
AUTHORIZED DENOMINATIONS: DEPOSITARY:
(Only applicable if Specified (Only applicable if Note
Currency is other than is a Global Note)
U.S. dollars)
SINKING FUND:
INTEREST PAYMENT DATES:
ORIGINAL ISSUE DISCOUNT
SECURITY:
TOTAL AMOUNT OF OID: YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE YIELD DEFAULT RATE:
FOR SHORT ACCRUAL PERIOD: OID DEFAULT AMOUNT:
___ APPROXIMATE ___ EXACT
AMORTIZING PAYMENT DATES: AMOUNT PAYABLE:
OTHER TERMS:
GENERAL MILLS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the
"Company"), for value received, hereby promises to pay to
_____________________________________________________, or the person in
whose name this Note is registered at the close of business on the
fourteenth calendar day next preceding the Amortizing Payment Date
specified above, the applicable installment on the principal sum of
_______________________________________________________ on each
Amortizing Payment Date, or if such date is not a Business Day
(as defined below), the next succeeding Business Day, in the
currency specified above as at the time of payment shall be legal
tender for the payment of public and private debts; and to pay
interest on the unpaid principal amount hereof at the rate per
annum (computed on the basis of a 360-day year of twelve 30-day
months) shown above, in like currency, semi-annually on each
Interest Payment Date set forth above from and including the
immediately preceding Interest Payment Date in respect of which
interest has been paid or duly made available for payment (or
from and including the date of issue, if no interest has been
paid or duly made available for payment) to but excluding the
applicable Interest Payment Date or Maturity Date, as the case
may be; provided, however, that the Company will make such
payments in respect of non-U.S. dollar denominated Notes in the
Specified Currency indicated above in amounts determined as set
forth hereinbelow; provided, however, that payments of principal
(and premium, if any) and interest on Notes denominated in other
than U.S. dollars will nevertheless be made in U.S. dollars (i)
at the election of the holder as provided herein and (ii) at the
election of the Company in the case of imposition of exchange
controls or other circumstances beyond the control of the Company
as provided herein. Unless this Note is a Note which has been
issued upon transfer of, in exchange for, or in replacement of a
predecessor Note, interest on this Note shall accrue from the
Original Issue Date indicated above. If this Note has been
issued upon transfer of, in exchange for, or in replacement of a
predecessor Note, interest on this Note shall accrue from the
last Interest Payment Date to which interest was paid on such
predecessor Note or, if no interest was paid on such predecessor
Note, from the Original Issue Date indicated above. The first
payment of interest on a Note originally issued and dated between
a Record Date (as defined below) and an Interest Payment Date
will be due and payable on the Interest Payment Date following
the next succeeding Record Date to the registered owner on such
next succeeding Record Date.
The interest, principal (and premium, if any) payable, and
punctually paid or duly provided for, on any Interest Payment
Date will be paid to the Person in whose name this Security is
registered at the close of business on the fourteenth calendar
day next preceding such Interest Payment Date (each such date a
"Record Date"). Any such interest, principal and premium not so
punctually paid or duly provided for will forthwith cease to be
payable to the holder on such Record Date and may either be paid
to the Person in whose name this Note 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 holders of Securities of this series not less
than 10 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 Securities
of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture.
Payment of interest and principal on this Note due on any
Interest Payment Date or Amortizing Payment Date, as the case may
be, (other than interest or principal (and premium, if any) on
this Note due to the holder hereof on the Maturity Date or a
redemption or repayment date, if any) to be made in U.S. dollars
will be paid by check mailed to the person entitled thereto at
his or her last address as it appears on the registry books of
the Company or by wire transfer to such account as may have been
designated by such holder as set forth herein. Payment of the
principal of, premium, if any, and interest, if any, on this Note
due to the holder hereof on the Maturity Date or upon earlier
redemption or repayment to be made in U.S. dollars will be paid,
in immediately available funds, upon presentation of this Note at
the Corporate Trust Office of First Trust of Illinois, National
Association in the City of Chicago, Illinois or its agency in the
Borough of Manhattan, The City of New York.
Payments of interest and principal to be made in a currency or
currency unit other than U.S. dollars (other than interest or
principal (and premium, if any) on this Note due to the holder
hereof on the Maturity Date or a redemption or repayment date, if
any) will be paid by wire transfer of immediately available funds
to a designated account maintained in ________________________________
<Country of Specified Currency>
or a jurisdiction acceptable to the Company and the Trustee as
shall have been designated at least 5 Business Days prior to the
Interest Payment Date or Amortizing Payment Date, as the case may
be, by the registered holder of this Note on the relevant Record
Date. Payment of interest and principal (and premium, if any) to
be made in a currency or currency unit, other than U.S. dollars,
on the Maturity Date or upon any earlier redemption or repayment
will be made by wire transfer of immediately available funds to a
designated account maintained in _______________________________,
<Country of Specified Currency>
or other jurisdiction acceptable to the Company and the Trustee
as shall have been designated at least 5 Business Days prior to
the payment date by the registered holder of this Note, provided
that this Note is presented for surrender to the Paying Agent
in time for the Paying Agent to make such payment in such funds
in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made
by filing the appropriate information with the Trustee at its
Corporate Trust Office or agency in The City of New York or the
City of Chicago, Illinois and, unless revoked by written notice
to the Paying Agent received by the Paying Agent on or prior to
the Record Date immediately preceding the applicable Interest
Payment Date or the fifteenth calendar day preceding the Maturity
Date or date of redemption or repayment, as the case may be,
shall remain in effect with respect to any further payments with
respect to this Note payable to such holder.
The holder of any Note denominated in a Specified Currency
other than U.S. dollars may elect to receive payments in U.S.
dollars by transmitting a written request for such payment to the
principal office of the paying agent under the Indenture ("Paying
Agent") on or prior to the Record Date immediately preceding any
Interest Payment Date or at least fifteen calendar days prior to
the Maturity Date or date of redemption or repayment, if
applicable. Such request may be in writing (mailed or hand
delivered) or by cable or telex or, if promptly confirmed in
writing, by other form of facsimile transmission. The holder of
any such Note may elect to receive payment in U.S. dollars for
all principal, premium and interest payments, if any, and need
not file a separate election for each payment. Any such election
will remain in effect until revoked by written notice to the
Paying Agent, but written notice of any such revocation must be
received by the Paying Agent on or prior to the Record Date
immediately preceding the applicable Interest Payment Date or the
fifteenth calendar day preceding the Maturity Date, or applicable
date of redemption or repayment.
If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received
by the Trustee on or before the requisite date or for any other
reason, a notice will be mailed to the holder at its registered
address requesting a designation pursuant to which such wire
transfer can be made and, upon the Trustee's receipt of such
designation, such payment will be made within 5 Business Days of
such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed
upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this
Note is payable in other than U.S. dollars and such Specified
Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the
Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on
the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein.
Any payment on this Note due on any day which is not a
Business Day in The City of New York (or if this Note is
denominated in other than U.S. dollars, which is not a Business
Day in the country issuing the Specified Currency (or, if this
Note is denominated in European Currency Units ("ECUs"),
Luxembourg, in which case "Business Day" shall not include any
day that is a non-ECU clearing day as determined by the ECU
Banking Association in Paris)) need not be made on such day, but
may be made on the next succeeding Business Day with the same
force and effect as if made on the due date and no interest shall
accrue for the period from and after such date.
"Business Day" shall mean, as used herein with respect to any
particular location, each Monday, Tuesday, Wednesday, Thursday or
Friday which is (a) not a day on which banking institutions in
The City of New York generally are authorized or obligated by
law, regulation or executive order to close and (b) in the event
that this Note is denominated in a Specified Currency other than
U.S. dollars, not a day on which banking institutions in
____________________________________________________________ (or, if
<Principal Financial Center of Country of Specified Currency>
this Note is denominated in ECUs, in Luxembourg, in which case
"Business Day" shall not include any day that is a non-ECU clearing
day as determined by the ECU Banking Association in Paris) are
authorized or obligated by law, regulation or executive order to close.
Additional provisions of this Note are contained following the
signature lines and Certificate of Authentication hereof and such
provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have
been signed by an authorized officer of the Trustee or its duly
authorized agent under the Indenture referred to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this
instrument to be signed by its duly authorized officer, and has
caused a facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred to in
the within-mentioned Indenture. By:______________________
[name]
[title]
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:
By:____________________________________
Authorized Officer ______________ Secretary
OR
_______________________________________ [SEAL]
as Authenticating Agent for the Trustee
By:____________________________________
Authorized Officer
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE AMORTIZING NOTE, SERIES E
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Debt Securities"), all issued or to be issued under and pursuant
to an indenture dated as of February 1, 1996, as supplemented
(the "Indenture"), duly executed and delivered by the Company to
First Trust of Illinois, National Association, as Trustee (the
"Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
duties and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Debt Securities. As provided in
the Indenture, the Debt Securities may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to
different covenants and events of default, and may otherwise vary
as in the Indenture provided or permitted. This Note is one of a
series of the Debt Securities, which series is limited in
aggregate principal amount to $500,000,000 designated as the
Medium-Term Notes, Series E (the "Notes") of the Company. The
Notes may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all,
be repayable at the option of the holder at different times or
not at all, be issued at an original issue discount, be
extendable and be denominated in different currencies.
If this Note is denominated in a currency or currency unit
other than U.S. dollars, any U.S. dollar amount to be received by
a holder of this Note will be based on the highest bid quotation
(rounded to the nearest cent) in The City of New York received by
the Exchange Rate Agent as of 11:00 A.M., New York City time, on
the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of which may
be the Exchange Rate Agent) for the purchase by the quoting
dealer of the Specified Currency for U.S. dollars for settlement
on such payment date, in an amount equal to the aggregate amount
of the Specified Currency payable to all holders of Notes
electing to receive U.S. dollar payments on such payment date and
at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available, payments will be
made in the Specified Currency. All currency exchange costs
associated with any payments in U.S. dollars will be borne by the
holder of the Note by deductions from such payments.
If the principal, premium (if any) or interest on this Note is
payable in a currency or currency unit other than U.S. dollars
and, due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Specified
Currency is not available at the time of any scheduled payment of
principal or interest to be made in the Specified Currency, then
the Company shall be entitled to satisfy its obligations
hereunder by making such payment in U.S. dollars. Any such
payment shall be made on the basis of the noon buying rate in The
City of New York for wire transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") on the first Business Day prior
to such payment, or if such Market Exchange Rate is not then
available, on the basis of the most recently available Market
Exchange Rate. Any payment under such circumstances in U.S.
dollars where required payment is in a Specified Currency will
not constitute a default under the Indenture.
In case an Event of Default, as defined in the Indenture, 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.
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 Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of
any Security 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 Security.
If so provided above under the heading "Redeemable on or after
(at option of the Company)," this Note may be redeemed by the
Company on and after the date so indicated. On and after the
date, if any, from which this Note may be redeemed, this Note may
be redeemed in whole or in part, at the option of the Company at
a redemption price equal to the product of the principal amount
of this Note to be redeemed multiplied by the Redemption
Percentage. The Redemption Percentage shall initially equal the
Initial Redemption Percentage specified above, and shall decline
at each anniversary of the initial date that this Note is
redeemable by the amount of the Annual Redemption Percentage
Reduction specified above, until the Redemption Percentage is
equal to 100%. Any redemption of this Note shall be effected on
not less than 30 nor more than 60 days' notice to the holder
hereof.
If so provided above, this Note will be repayable in whole or
in part in increments of $1,000 original face amount or, in the
case of non-U.S. dollar denominated Notes, of an amount equal to
the integral multiples referred to under the heading "Authorized
Denominations" provided that the remaining principal amount of
any Note surrendered for partial repayment shall be at least
$100,000 or, in the case of non-U.S. dollar denominated Notes,
the minimum Authorized Denomination referred to above, on any
Business Day on or after the "Initial Date on Which the Note is
Repayable at the Option of the Holder" (as stated above), at the
option of the holder, at 100% of the principal amount to be
repaid, plus accrued interest, if any, to the repayment date. In
order for the exercise of the option to be effective and the
Notes to be repaid, the Company must receive at the applicable
address of the Paying Agent set forth below or at such other
place or places of which the Company shall from time to time
notify the holder of the within Note, on or before the fifteenth,
but not earlier than the twenty-fifth calendar day, or, if such
day is not a Business Day, the next succeeding Business Day,
prior to the repayment date, either (i) this Note, with the form
below entitled "Option to Elect Repayment" duly completed, or
(ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth (a)
the name, address and telephone number of the holder of this
Note, (b) the principal amount of this Note and the amount of
this Note to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating
that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later
than 5 Business Days after the date of such telegram, telex,
facsimile transmission or letter (and this Note and form duly
completed are received by the Company by such fifth Business
Day). Any such election shall be irrevocable. The address to
which such deliveries are to be made is First Trust of Illinois,
National Association, Attention: Corporate Trust Division, 410
North Michigan Avenue, Chicago, Illinois 60611 (or, at such other
places as the Company shall notify the holders of the Notes).
All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be
determined by the Company, whose determination will be final and
binding.
If this Note is issued with an original issue discount, (i) if
an Event of Default with respect to the Notes shall have occurred
and be continuing, the amount of principal of this Note which may
be declared due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture, shall be
determined in the manner set forth under the heading "OID Default
Amount" above, and (ii) in the case of a default of payment in
principal upon acceleration, redemption, repayment at the option
of the holder or at the stated maturity hereof, in lieu of any
interest otherwise payable, the overdue principal of this Note
shall bear interest at a rate of interest per annum equal to the
Default Rate stated above (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from
the date of such acceleration, redemption, repayment at the
option of the holder or stated maturity, as the case may be, to
the date payment has been made or duly provided for or such
default has been waived in accordance with the terms of the
Indenture.
The Notes are issuable in global or definitive form without
coupons in denominations of $1,000 and integral multiples thereof
or, if the Specified Currency is other than U.S. dollars, in the
denominations indicated above. Global Notes (as specified above)
may represent Notes in denominations of $1,000 and integral
multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of
this Note at the office or agency of the Company in the City of
Chicago, Illinois or in the Borough of Manhattan, The City of New
York, a new Note or Notes in authorized denominations in the
Specified Currency for an equal aggregate principal amount and
like interest rate and maturity will be issued to the transferee
in exchange therefor, subject to the limitations provided in the
Indenture and to the limitations described below if applicable,
without charge except for any tax or other governmental charge
imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only
if (x) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for this Global Note or if at
any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be
exchangeable for definitive Notes in registered form or (z) an
Event of Default with respect to the Notes represented hereby has
occurred and is continuing. A Global Note shall be exchangeable
into Notes issuable only in denominations of $1,000 and integral
multiples thereof. No Notes shall be issuable in denominations
of less than $1,000. If this Note is exchangeable pursuant to
the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same
rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Specified Currency,
Stated Maturity and other terms and of differing denominations
aggregating a like amount.
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, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any paying agent may deem and
treat the registered holder hereof as the absolute owner of this
Note at such holder's address as it appears on the registration
books of the Company as kept by the Trustee or duly authorized
agent of the Company (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 paying 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.
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 the acceptance hereof and as a condition of and as
part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
_________________________
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal
amount thereof, together with interest to the repayment date, to
the undersigned, at
__________________________________________________________________
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the
applicable address of the Paying Agent set forth above or at such
other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Note, with
this "Option to Elect Repayment" form duly completed, or (ii) a
telegram, telex, facsimile transmission, or letter from a member
of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name,
address and telephone number of the holder of the Note, (b) the
principal amount of the Note and the amount of the Note to be
repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the
Note to be repaid with the form entitled "Option to Elect
Repayment" on the addendum to the Note duly completed will be
received by the Company not later than 5 Business Days after the
date of such telegram, telex, facsimile transmission or letter
(and such Note and form duly completed are received by the
Company by such fifth Business Day).
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000 or, if the Note is denominated in a
currency other than U.S. dollars, of an amount equal to the
integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination)) which the
holder elects to have repaid: __________________________; and
specify the denomination or denominations (which shall be $1,000
or integral multiples thereof or, if the Note is denominated in a
currency other than U.S. dollars, an Authorized Denomination) of
the Note or Notes to be issued to the holder for the portion of
the within Note not being repaid (in the absence of any
specification, one such Note will be issued for the portion not
being repaid): __________________________.
Date: _____________ ___________________________________________
Notice: The signature to this Option to
Elect Repayment must correspond with the
name as written upon page 3 of the Note
in every particular without alteration or
enlargement or any other change whatsoever.
__________________________
ABBREVIATIONS
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:
TEN COM --as tenants in common UNIF GIFT MIN ACT--_____CUSTODIAN_____
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common _________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
__________________
/________________/___________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
_____________________________________________________________________________
_____________________________________________________________________________
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint ___________________________________________ attorney to transfer
said Note on the books of the Company, with full power of substitution in the
premises.
Dated: __________________ _______________________________________
_______________________________________
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.