GENERAL MILLS, INC.
OFFICERS' CERTIFICATE
AND
AUTHENTICATION ORDER
Pursuant to the Indenture dated as of February 1, 1996 (the
"Indenture") between General Mills, Inc. (the "Company") and U. S. Bank National
Association (formerly known as First Trust of Illinois, National Association),
as trustee (the "Trustee"), and resolutions adopted by the Board of Directors of
the Company on December 17, 2001 and the Finance Committee of the Board of
Directors of the Company on December 17, 2001 (collectively, the "Resolutions"),
this Officers' Certificate and Authentication Order is being delivered to the
Trustee to establish the terms of a series of Securities in accordance with
Section 301 of the Indenture, to establish the form of the Securities of such
series in accordance with Section 201 of the Indenture, to establish the
procedures for the authentication and delivery of specific Securities of such
series from time to time pursuant to Section 303 of the Indenture and to comply
with the provisions of Section 102 of the Indenture.
Capitalized terms used but not defined herein and defined in the
Indenture shall have the respective meanings ascribed to them in the Indenture.
A. ESTABLISHMENT OF SERIES PURSUANT TO SECTION 301 OF INDENTURE. There
is hereby established pursuant to Section 301 of the Indenture a series of
Securities to be offered in a Periodic Offering which shall have the following
terms (the numbered clauses set forth below correspond to the numbered
subsections of Section 301 of the Indenture):
(1) The series of Securities being authorized shall bear the
title "General Mills CoreNotes(SM)" (the "Notes").
(2) There shall be no limit upon the aggregate principal
amount of the Notes which may be authenticated and delivered under the
Indenture; provided, however, that the aggregate initial offering price
of the Notes which may be authenticated and delivered under the
Indenture pursuant to this Officers' Certificate and Authentication
Order shall be limited to $750,000,000 (except for Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107
of the Indenture and except for any Notes which, pursuant to Section
303 of the Indenture, are deemed never to have been authenticated and
delivered under the Indenture).
(3) Interest on each interest-bearing Note will be paid to the
Person in whose name the Note is registered at the close of business on
the Regular Record Date (as defined in paragraph 5 below), except that
interest, if any, due at Maturity will be paid to the Person to whom
the principal of the Note is paid.
(4) Each Note will have a maturity of nine months or more from
the date of issue (the "Stated Maturity Date"), as specified in the
applicable Authentication Certificate (as defined in Section C below),
unless the principal of the Note, or any installment of principal,
becomes due and payable prior to the Stated Maturity Date. If
the date of Maturity of a Note is not a Business Day, the payment due
on such day shall be made on the next succeeding Business Day and no
additional interest shall accrue for the period from Maturity to that
next succeeding Business Day. Unless defined otherwise in the
applicable Authentication Certificate, "Business Day" means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.
(5) Each interest-bearing Note will bear interest from and
including its date of issue or from and including the most recent
Interest Payment Date (as defined below) as to which interest on such
Note (or any Predecessor Security with respect to such Note) has been
paid or made available for payment at a fixed rate per annum, specified
in the applicable Authentication Certificate, until the principal of
the Note is paid or made available for payment. Each payment of
interest on a Note will include interest to, but excluding, as the case
may be, the relevant Interest Payment Date or Maturity.
The interest payment frequency for each Note will be set out
in the applicable Authentication Certificate. Unless otherwise
indicated in the applicable Authentication Certificate, the "Interest
Payment Dates" for Notes with the stated interest payment frequencies
will be as follows:
Monthly: Fifteenth day of each calendar month,
beginning in the first calendar month
following the month in which the Note was
issued.
Quarterly: Fifteenth day of every third month,
beginning in the third calendar month
following the month in which the Note was
issued.
Semiannual: Fifteenth day of every sixth month,
beginning in the sixth calendar month
following the month in which the Note was
issued.
Annual: Fifteenth day of every twelfth month,
beginning in the twelfth calendar month
following the month in which the Note was
issued.
Unless otherwise indicated in the applicable Authentication
Certificate, the Regular Record Date will be the first day of the
calendar month in which the related interest payment is to be made,
whether or not a Business Day. If any Interest Payment Date for a Note
is not a Business Day, the payment due on such day shall be made on the
next succeeding Business Day and no additional interest shall accrue
for the period from such Interest Payment Date to that next succeeding
Business Day.
Unless otherwise specified in the applicable Authentication
Certificate, interest on each interest-bearing Note (including interest
for partial periods) will be calculated on the basis of a 360-day year
of twelve 30-day months.
Notes that are Original Issue Discount Securities within the
meaning of the Indenture ("Original Issue Discount Notes") may be
issued at a discount from the principal amount thereof due at Maturity
as specified in the applicable Authentication Certificate.
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(6) Payment of principal of and premium (if any) and interest
(if any) on each Note that is represented by a Global Security will be
made to the Depositary (as defined in paragraph 16) or its nominee, as
the case may be, as the sole registered owner and the sole Holder of
the Notes represented thereby for all purposes under the Indenture.
In the case of each Note that is not represented by a Global
Security, unless otherwise specified in the applicable Authentication
Certificate: (a) payments of interest, if any, other than at Maturity
will be made by check mailed to the address of the registered Holder
thereof as of the close of business on the relevant Regular Record Date
as such address appears in the Security Register; and (b) payment of
principal of and premium (if any) and interest (if any) at Maturity
will be made in immediately available funds upon presentation and
surrender of such Note (and, in the case of the exercise of the
Survivor's Option (as defined in paragraph 8 below), upon submission of
a properly completed election form if required) at the office or agency
maintained by the Company for that purpose in the Borough of Manhattan,
The City of New York together with appropriate written wire transfer
instructions, provided that the Note is presented to the Trustee in
time for the Trustee to make payments in such funds in accordance with
its normal procedures. Notwithstanding the foregoing, a registered
Holder of $10,000,000 or more in principal amount of Notes with the
same Interest Payment Date (whether such Notes otherwise have identical
or different terms and provisions) shall be entitled to payment of
interest, if any, other than at Maturity by wire transfer of
immediately available funds if the registered Holder has delivered
appropriate wire transfer instructions in writing to the Trustee not
less than 15 days prior to the relevant Interest Payment Date. Any wire
transfer instructions received by the Trustee shall remain in effect
until revoked by the registered Holder. Payment in accordance with
written wire transfer instructions from a registered Holder shall be
deemed to constitute full and complete payment of all amounts so paid.
(7) If so specified in the applicable Authentication
Certificate, the Notes may be redeemed, in whole or in part, at the
option of the Company on the date or dates prior to Stated Maturity
specified in the applicable Authentication Certificate (the "Redemption
Dates") at the price or prices (the "Redemption Prices") specified in
the applicable Authentication Certificate. The applicable
Authentication Certificate shall also state the period or periods
during which the Redemption Prices shall apply. Unless otherwise
specified in the applicable Authentication Certificate, the Redemption
Prices will be expressed as percentage of the principal amount of such
Note or, in the case of Notes issued as Original Issue Discount Notes
(as specified in the applicable Authentication Certificate), as a
percentage of the Amortized Face Amount (as defined in paragraph 13
below) of such Note. Payments of the Redemption Price shall be made
together with (a) accrued interest, if any, through the day preceding
the applicable Redemption Date or (b) in the case of a Note issued as
an Original Issue Discount Note, any accrued but unpaid "qualified
stated interest" payments (as defined in the Treasury Regulations
regarding original issue discount issued by the Treasury Department
(the "OID Regulations")).
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(8) Unless otherwise specified in the applicable
Authentication Certificate, all Notes are subject to the rights
described in the Survivor's Option Riders to the forms of Notes
attached hereto as Exhibits B and C (the "Survivor's Option"), which
are incorporated herein by reference as though set out in full herein,
but are not otherwise subject to redemption or repayment prior to their
Stated Maturity either pursuant to any sinking fund or analogous
provision or at the option of any Holder thereof.
(13) The portion of the principal amount of any Notes which
shall be payable upon declaration of acceleration of Maturity thereof
pursuant to Section 502 of the Indenture shall be the principal amount
thereof; except that, unless otherwise specified in the applicable
Authentication Certificate, the portion of the principal amount of
Notes issued as Original Issue Discount Notes which shall be payable
upon declaration of acceleration of Maturity thereof pursuant to
Section 502 of the Indenture shall be the Amortized Face Amount (as
defined below) thereof plus interest, if any, accrued through the day
preceding the date of Maturity. The "Amortized Face Amount" of an
Original Issue Discount Note is equal to the sum of (x) the Issue Price
(as defined below) of such Original Issue Discount Note and (y) that
portion of the difference between the Issue Price and the principal
amount of such Original Issue Discount Note that has been amortized at
the Stated Yield (as defined below) of such Original Issue Discount
Note (computed in accordance with Section 1272(a)(4) of the Internal
Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the OID
Regulations, in each case as in effect on the original issue date of
such Original Issue Discount Note) at the date as of which the
Amortized Face Amount is calculated, but in no event can the Amortized
Face Amount exceed the principal amount of such Note due at the Stated
Maturity thereof. As used in the preceding sentence: (a) "Issue Price"
means the principal amount of such Original Issue Discount Note due at
the Stated Maturity thereof less the original issue discount of such
Original Issue Discount Note specified on the face thereof and in the
applicable Authentication Certificate, calculated as required by
Section 1.1273-2 of the OID Regulations; and (b) "Stated Yield" means
the yield to Stated Maturity specified on the face of such Original
Issue Discount Note and in the applicable Authentication Certificate
for the period from the original issue date of such Original Issue
Discount Note, as specified on the face of such Original Issue Discount
Note and in the applicable Authentication Certificate, to the Stated
Maturity thereof based on its Issue Price and the principal amount
payable at the Stated Maturity thereof.
(15) Unless otherwise specified in the applicable
Authentication Certificate, the Notes shall be defeasible, in whole or
any specified part, pursuant to Section 1302 or Section 1303 of the
Indenture or both such Sections.
(16) The Notes shall be issuable in whole or in part in the
form of one or more Global Securities registered in the name of the
Depositary or its nominee. Unless otherwise specified in the applicable
Authentication Certificate, the Depositary with respect to such Global
Securities shall be The Depository Trust Company. Unless otherwise
specified in the applicable Authentication Certificate, the Global
Securities shall bear the legends set forth on the forms of Notes
attached hereto as Exhibits B and C. Except as provided in the Clause
(2) of the last paragraph of Section 305 of the Indenture, such Global
Security may not be exchanged in whole or in part for Securities
registered,
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and no transfer of such Global Security in whole or in part may be
registered, in the name or names of Persons other than the Depositary
for such Global Security or a nominee thereof. So long as the
Depositary or its nominee is the registered holder of any Global
Security, the Depositary or its nominee, as the case may be, will be
considered the sole Holder of the Notes represented by such Global
Security for all purposes under the Notes and the Indenture.
(17) Unless otherwise specified in the applicable
Authentication Certificate, there shall not be any addition to or
change in the Events of Default which apply to any Notes nor any change
in the right of the Trustee or the requisite Holders of the Notes to
declare the principal amount thereof due and payable pursuant to
Section 502 of the Indenture.
(18) Unless otherwise specified in the applicable
Authentication Certificate, there shall not be any addition to or
change in the covenants set forth in Article Ten of the Indenture which
apply to the Notes.
(19) Subject to the terms of the Indenture and the
Resolutions, the Notes shall have such other terms and provisions as
are (a) provided in the forms of Notes attached hereto as Exhibits B
and C and (b) such other terms (which may be in addition to or
different from the terms set forth herein or in the forms of Notes
attached hereto as Exhibits B and C) as are specified in the applicable
Authentication Certificate.
B. ESTABLISHMENT OF FORMS OF SECURITIES PURSUANT TO SECTION 201 OF THE
INDENTURE. In accordance with Section 201 of the Indenture, the forms attached
hereto as Exhibits B and C are hereby established as the forms to represent the
Notes, unless a different form is provided in the applicable Authentication
Certificate (which Authentication Certificate shall be an "Officers'
Certificate" satisfying the requirements of Section 201 of the Indenture). The
Notes shall have such additional terms as shall be set forth in the applicable
Authentication Certificate. Upon receipt (including receipt upon facsimile or
e-mail transmission) of an Authentication Certificate signed by the Treasurer or
an Assistant Treasurer of the Company, you or your authenticating agent is
hereby instructed to prepare Notes on the appropriate forms in accordance with
the items set forth in such Authentication Certificate, inserting such
additional terms in the forms of Notes relating thereto as shall be necessary or
appropriate.
C. ORDER FOR THE AUTHENTICATION AND DELIVERY OF SECURITIES PURSUANT TO
SECTION 303 OF THE INDENTURE. Pursuant to Section 303 of the Indenture, you are
hereby requested, as Trustee under the Indenture, from time to time after the
date hereof upon receipt (including receipt upon facsimile or e-mail
transmission) of one or more certificates in substantially the form attached
hereto as Exhibit A (each an "Authentication Certificate" and, collectively, the
"Authentication Certificates") signed by the Treasurer or an Assistant Treasurer
of the Company, to authenticate and issue such aggregate principal amount of the
Notes, not to exceed $750,000,000 aggregate initial offering price, as shall be
set forth in such Authentication Certificates. You shall authenticate, issue and
deliver such Notes in the manner provided by the Indenture, the Administrative
Procedures with respect to the Notes attached as Exhibit B to the Distribution
Agreement dated September 18, 2002 between the Company and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as the same may be in effect from time to
time (the
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"Administrative Procedures"), and any applicable Authentication Certificate. The
procedures specified herein, in the Administrative Procedures and in each
Authentication Certificate shall constitute the "other procedures" referred to
in the third paragraph of Section 303 of the Indenture with respect to the
preparation, authentication, issuance and delivery of the Notes.
D. CERTIFICATION PURSUANT TO SECTION 102 OF THE INDENTURE. Each of the
undersigned has read the pertinent sections of the Indenture, including Sections
201, 301 and 303 thereof and the definitions in the Indenture relating thereto,
and certain other corporate documents and records. In the opinion of each of the
undersigned, the undersigned has made such examination or investigation as is
necessary to enable the undersigned to express an informed opinion as to whether
or not the conditions precedent to (i) the establishment of (a) a series of
Securities and (b) the form of such Securities and (ii) the authentication and
delivery of such series of Securities contained in the Indenture have been
complied with. In the opinion of the undersigned, all conditions precedent to
the establishment of the Notes and the form of the Notes have been complied with
and, upon your receipt of a properly executed Authentication Order authorizing
such authentication and delivery, the conditions precedent to the authentication
and delivery of the Notes will have been complied with.
Insofar as this Officers' Certificate and Authentication Order relates
to legal matters, it is based upon the Opinion of Counsel delivered by the
Company to the Trustee contemporaneously herewith.
IN WITNESS WHEREOF, the undersigned have hereunto signed our names on
behalf of the Company.
Dated: September 18, 2002
GENERAL MILLS, INC.
By /s/ James A. Lawrence
---------------------------------------
James A. Lawrence
Executive Vice President and Chief
Financial Officer
By /s/ David B. VanBenschoten
---------------------------------------
David B. VanBenschoten
Vice President and Treasurer
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CERTIFICATION
I, Elizabeth L. Wittenberg, an Assistant Secretary of the Company, do
hereby certify that James A. Lawrence is on the date hereof the duly elected or
appointed Executive Vice President and Chief Financial Officer of the Company
and the signature set forth above is his own true signature, and further certify
that David B. VanBenschoten is on the date hereof the duly elected or appointed
Vice President and Treasurer of the Company and the signature set forth above is
his own true signature.
/s/ Elizabeth L. Wittenberg
----------------------------------
Elizabeth L. Wittenberg
Assistant Secretary
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EXHIBIT A
GENERAL MILLS, INC.
GENERAL MILLS CORENOTES(SM)
AUTHENTICATION CERTIFICATE
Form of Note For Original Issue Discount Notes:
| | Book Entry Total Amount of Original Issue Discount: ____________%
| | Certificated Yield to Maturity: _____________________________%
Name and Address of Registered Owner: Method Used To Determine Yield To Maturity:
| | Approximate
| | Exact
Taxpayer Identification Number of Short Accrual Period: __________________________________
Registered Owner: ______________________________ Original Issue Discount Applicable To Short Accrual
Period: ______________________%
Method Used To Determine Yield for Short Accrual Period:
Original Issue Date: ________________________________ | | Approximate
Maturity Date: ______________________________________ | | Exact
Original Issue Discount Note:
Principal Amount: U.S. $____________________________ | | Subject to special provisions set forth therein
Issue Price (Dollar Amount and Percentage of | | For federal income tax purposes only
Principal Amount): $_____________/___________%
Purchasing Agent's Commission: $____________________
Net Proceeds to the Company: $______________________ Other Terms, if any:
Trade Date: _________________________________________
Settlement Date: ____________________________________
CUSIP Number: ______________________________________________
Interest Rate Per Annum, if any: ____________________
Interest Payment Frequency: _________________________
Interest Payment Dates (if other than fifteenth day of Aggregate initial offering price of Debt Securities issued
applicable calendar month): under Registration Statement No. 333-75808 through date hereof
(including this Note): $ ______________
Regular Record Dates (if other than first calendar day of Aggregate initial offering price of Notes issued through
month in which Interest Payment Date occurs): date hereof (including this Note): $ _____________
Survivor's Option: | | Yes
| | No
GENERAL MILLS, INC.
Redemption Terms, if any:
Redemption Commencement Date: BY: __________________________________________________*
Initial Redemption Price (Percentage of Principal Amount): Name:
______% Title:
Amount (Percentage of Principal Amount) Initial
Redemption Price Declines Each Anniversary: _____% BY: __________________________________________________*
Other Redemption Terms, if any: Name:
Title:
Date: _____________________________
* To be signed by either the Treasurer or an Assistant Treasurer (subject to
the following sentence, only one signature is required). If this
instrument is to be used to provide for a form of Note other than that
established the Officers' Certificate and Authentication Order dated
September 18, 2002, it must be signed by (1) the Chairman of the Board, a
Vice Chairman of the Board, the President or a Vice President and (2) the
Senior Vice President, Corporate Finance or a Director of Finances, the
Secretary or an Assistant Secretary.
EXHIBIT B
REGISTERED NO. _____ PRINCIPAL AMOUNT: $__________
CUSIP NO. __________
GENERAL MILLS, INC.
General Mills CoreNotes(SM)
([Global] Note Without Original Issue Discount)
[Applicable if the Security is a Global Security:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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 IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS 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: MATURITY DATE:
INTEREST RATE PER ANNUM: INTEREST PAYMENT FREQUENCY:
INTEREST PAYMENT DATES: SURVIVOR'S OPTION (YES OR NO):
REDEMPTION TERMS, IF ANY:
OTHER TERMS, IF ANY:
GENERAL MILLS, INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________, or registered
assigns, the principal sum of _______________ Dollars (U.S. $__________) on the
Maturity Date shown above, and to pay interest thereon on each Interest Payment
Date shown above from and including the Original Issue Date shown above or from
and including the most recent Interest Payment Date as to which interest hereon
(or on any Predecessor Security with respect hereto) has been paid or made
available for payment, commencing with the Interest Payment Date immediately
following the Original Issue Date shown above at the rate per annum equal to the
Interest Rate shown above until the principal hereof is paid or made available
for payment; provided, however, that if the Original Issue Date is after a
Regular Record Date (as defined below) and on or before the immediately
following Interest Payment Date, interest payments will commence with the
Interest Payment Date following the next succeeding Regular Record Date.
Interest (including interest for partial periods) will be calculated on the
basis of a 360-day year of twelve 30-day months. Each payment of interest hereon
will include interest to, but excluding, as the case may be, the relevant
Interest Payment Date or Maturity.
Interest payable, and punctually paid or made available for payment, on
any Interest Payment Date will, as provided for in the Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities with
respect hereto) is registered at the close of business on the Regular Record
Date for such Interest Payment Date, which shall be the first day of the
calendar month (whether or not a Business Day) in which such Interest Payment
Date falls; except that interest due at Maturity will be paid to the Person to
whom the principal of this Note is paid. Any such interest not so punctually
paid or made available for payment will forthwith cease to be payable to the
Person in whose name this Note (or one or more Predecessor Securities with
respect hereto) is registered on such Regular Record Date and may either be paid
to the Person in whose name this Note (or one or more Predecessor Securities
with respect hereto) is registered at the close of business on a special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
[For use with Global Securities: Payment of principal of and premium
(if any) and interest on this Note will be made to The Depository Trust Company
or its nominee, as the case may be, as the sole registered owner and the sole
Holder of the Note represented hereby for all purposes under the Indenture.]
[For use with certificated Notes: Payments of interest on this Note
other than at Maturity will be made by check mailed to the address of the
registered Holder hereof as of the close of business on the relevant Regular
Record Date as such address appears in the Security Register; and payment of
principal of and premium (if any) and interest on this Note at Maturity will be
made in immediately available funds upon presentation and surrender of this Note
(and, in the case of the exercise of the Survivor's Option (as defined below),
upon submission of a properly
2
completed election form if required) at the office or agency maintained by the
Company for that purpose in the Borough of Manhattan, The City of New York
together with appropriate written wire transfer instructions, provided that this
Note is presented to the Trustee in time for the Trustee to make payments in
such funds in accordance with its normal procedures. Notwithstanding the
foregoing, a registered Holder of $10,000,000 or more in principal amount of
Notes with the same Interest Payment Date (whether such Notes otherwise have
identical or different terms and provisions) shall be entitled to payment of
interest, if any, other than at Maturity by wire transfer of immediately
available funds if the registered Holder has delivered appropriate wire transfer
instructions in writing to the Trustee not less than 15 days prior to the
relevant Interest Payment Date. Any wire transfer instructions received by the
Trustee shall remain in effect until revoked by the registered Holder. Payment
in accordance with written wire transfer instructions from a registered Holder
shall be deemed to constitute full and complete payment of all amounts so paid.]
Payment of the principal of and premium (if any) and interest on this
Note will be made in such coin or currency of the United States of America as at
the time of payment is legal for payment of public and private debts.
Any payment on this Note due on a day that is not a Business Day will
be made on the next succeeding Business Day and no additional interest shall
accrue for the period from such day to that next succeeding Business Day.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall have the same effect
as though fully set forth in this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and has caused a facsimile of its corporate seal to be affixed hereto
or imprinted hereon. Dated:
TRUSTEE'S CERTIFICATE OF GENERAL MILLS, INC.
AUTHENTICATION
This is one of the series
designated herein referred
to in the within-mentioned
Indenture. By: _____________________________
[Name]
[Title]
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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Attest: _________________________
By: ___________________________________ [Name]
Authorized Officer [Title]
OR
_______________________________________ [SEAL]
as Authenticating Agent for the Trustee
By: ___________________________________
Authorized Officer
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[REVERSE OF NOTE]
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture, dated as of February 1, 1996 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and U.S. Bank National Association (formerly
First Trust of Illinois, National Association), as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is one of the series designated on the face hereof. By
the terms of the Indenture, the Company may, without the consent of the Holders
of any Note, issue an unlimited principal amount of additional Notes of this
series and of other separate series, which may have the same or different dates,
amounts, Stated Maturities, interest rates and other terms as therein provided.
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.
If so provided above under the heading "Redemption Terms, If Any," this
Note may be redeemed by the Company on and after the dates indicated on the
terms indicated. Any redemption of this Note shall be effected on not less than
30 nor more than 60 days' notice to the Holder hereof. Payment of the Redemption
Price shall be made together with interest to, but excluding, the applicable
Redemption Date. If so provided above under the heading "Survivor's Option (Yes
or No)," this Note shall be repayable in whole or in part on the terms set forth
in the Survivor's Option Rider attached to this Note. In the event of redemption
or repayment of this Note in part only, a new Note or Notes of like tenor in
aggregate principal amount equal to and in exchange for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof; provided, that such Note or Notes shall only be issued in denominations
of $1,000 and integral multiples thereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the
5
registration of transfer hereof of in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples thereof. No Notes shall be
issuable in denominations of less than $1,000. As provided in the Indenture, and
subject to the limitations set forth below and in the Indenture, this Note is
exchangeable for Notes of like aggregate principal amount and like tenor in
denominations of $1,000 and integral multiples thereof, as requested by the
Holder surrendering the same. Upon due presentment for registration of transfer
of this Note at the office or agency maintained by the Company for that purpose
in the Borough of Manhattan, The City of New York, a new Note or Notes in
authorized denominations for an equal aggregate principal amount and like
interest rate and maturity will be issued to the transferee in exchange
therefore, subject to the limitations provided in the Indenture and to the
limitations described below, if applicable. Any exchange or transfer shall be
made without charge except for any tax or other governmental charge imposed in
connection therewith.
[This Note is exchangeable for definitive Notes in registered form only
if (x) the Depositary has notified the Company that it is unwilling or unable to
continue as Depositary for this Global Note or if the Depositary has ceased to
be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company executes and delivers to the Trustee a Company Order
that this Note shall be so exchangeable or (z) there shall have occurred and be
continuing an Event of Default with respect to the Notes represented hereby.
This Note shall be exchangeable into Notes issuable only in denominations of
$1,000 and integral multiples thereof. If this Note is exchangeable pursuant to
the preceding sentences, it shall be exchangeable for definitive Notes of like
tenor in registered form of differing denominations aggregating a like amount.]
The Indenture contains provisions for defeasance at any time of either
the entire principal of this Note or of certain covenants and Events of Default
with respect to this Note, in either case upon compliance with certain
conditions set forth in the Indenture.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Notes of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Notes of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
In determining whether the Holders of the requisite principal amount of
the Outstanding Notes have given, made or taken any request, demand,
authorization, direction, notice, consent,
6
waiver or other action under the Indenture, the principal amount of any Note
that is an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and
payable as of the date upon the acceleration of the Maturity thereof to such
date pursuant to Section 502 of the Indenture.
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 premium (if any) and
interest on this Note at the places, at the respective times, at the rate and
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 Security Register (whether or not this Note shall
be overdue) for the purpose of receiving payment of or on account hereof and for
all other purposes, and neither the Company nor the Trustee nor any 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 acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
This Note may have such additional or different terms as are set forth
above under "Other Terms, If Any." Any terms so set forth shall be deemed to
modify and/or supersede, as necessary, any other terms set forth in this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto under the Indenture.
The Indenture is, and this Note shall be, governed by and construed in
accordance with the laws of the State of New York.
7
SURVIVOR'S OPTION RIDER
If the Survivor's Option is applicable to this Note, the Representative
(defined below) of a deceased owner of this Note or an interest in this Note
shall have the option to elect repayment or repurchase of this Note on the terms
and conditions set forth below following the death of such owner (the
"Survivor's Option"). Unless specifically provided on the face of this Note, the
Survivor's Option may not be exercised unless such deceased owner (i) owned this
Note or his or her interest in this Note at the time of his or her death and
(ii) acquired this Note or his or her interest in this Note at least six months
prior to the date of its submission for repayment.
If the Survivor's Option is applicable to this Note, upon the valid
exercise of the Survivor's Option, the Company shall repay or repurchase, at its
option, the Note (or portion thereof), properly tendered for repayment or
repurchase by or on behalf of the person (the "Representative") that has the
legal authority to act on behalf of the deceased owner of this Note or an
interest in this Note under the laws of the appropriate jurisdiction (including,
without limitation, the personal representative or executor of the deceased
beneficial owner or the surviving joint owner of the deceased beneficial owner)
at a price equal to 100% of the unpaid principal amount of the deceased owner's
beneficial interest in this Note plus interest to, but excluding, the date of
such repayment or repurchase, subject to the following limitations:
(a) The Company may, in its sole discretion, limit the aggregate
principal amount of Notes as to which exercises of the Survivor's
Option shall be accepted from all deceased beneficial owners in any
calendar year (the "Annual Put Limitation") to an amount equal to the
greater of $5,000,000 or 5% of the principal amount of all Notes
Outstanding as of the end of the most recent calendar year, or such
greater amount as the Company in its sole discretion may determine for
any calendar year, and may limit to $500,000 the aggregate principal
amount of acceptances of exercise of the Survivor's Option in any
calendar year for any individual deceased beneficial owner (the
"Individual Put Limitation").
(b) The Company shall not make principal repayments pursuant to
exercise of the Survivor's Option in amounts that are less than $1,000,
and, in the event that the limitations described in the preceding
sentence would result in the partial repayment of any Note, the
principal amount of such Note remaining Outstanding after repayment
must be at least $1,000.
(c) Any Note (or portion thereof) tendered pursuant to a valid exercise
of the Survivor's Option may not be withdrawn.
Each Note (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor's Option shall be accepted in the order that all such
Notes are received by the Trustee, except for any Note (or portion thereof) the
acceptance of which would contravene (i) the Annual Put Limitation, if applied,
or (ii) the Individual Put Limitation, if applied, with respect to the relevant
individual deceased beneficial owner. If, as of the end of any calendar year,
the aggregate principal amount of Notes (or portions thereof) that have been
tendered pursuant to the valid exercise of the Survivor's Option during such
year has exceeded either the Annual Put
8
Limitation, if applied, or the Individual Put Limitation, if applied, for such
year, any exercises of the Survivor's Option with respect to Notes (or portions
thereof) not accepted during such calendar year because such acceptance would
have contravened either such limitation, if applied, shall be deemed to be
tendered on the first day of the following calendar year in the order in which
all such Notes (or portions thereof) were originally tendered.
Upon acceptance for repayment or repurchase pursuant to exercise of the
Survivor's Option, this Note shall be repaid or repurchased on the first
Interest Payment Date that occurs 20 or more calendar days after the date of
such acceptance unless such date is not a Business Day, in which case the date
of repayment or repurchase shall be the next succeeding Business Day. In the
event that this Note (or any portion hereof) tendered for repayment or
repurchase pursuant to valid exercise of the Survivor's Option is not accepted
or repayment or repurchase of this Note (or any portion hereof) will be delayed,
the Trustee shall deliver a notice by first-class mail to the registered holder
hereof, at its last known address as indicated in the Security Register, that
states the reason this Note (or portion hereof) has not been accepted for
payment or the repayment will be delayed.
Subject to the Company's rights hereunder to limit the aggregate
principal amount of Notes as to which exercises of the Survivor's Option shall
be accepted in any one calendar year, all questions as to the eligibility or
validity of any exercise of the Survivor's Option will be determined by the
Trustee, in its sole discretion, which determination shall be final and binding
on all parties.
If this Note (or a portion hereof) is owned or beneficially owned by
tenants by the entirety or joint tenants, this Note (or relevant portion hereof)
will be regarded as beneficially owned by a single owner. Accordingly, the death
of a tenant by the entirety or joint tenant will be deemed the death of the
owner or beneficial owner and the entire principal amount so owned will become
eligible for repayment or repurchase.
The death of a person owning or beneficially owning this Note (or a
portion hereof) by tenancy in common will be deemed the death of the owner or
beneficial owner only with respect to the deceased owner's interest in this Note
(or relevant portion hereof) so owned, unless a husband and wife are the tenants
in common, in which case the death of either will be deemed the death of the
owner or beneficial owner and the entire principal amount so owned will be
eligible for repayment or repurchase.
If this Note (or a portion hereof) is owned or beneficially owned by a
trust, it will be regarded as owned or beneficially owned by each beneficiary of
the trust to the extent of that beneficiary's interest in the trust (however, a
trust's beneficiaries collectively cannot be beneficial owners of more Notes
than are owned by the trust). The death of a beneficiary of a trust will be
deemed the death of the owner or beneficial owner of this Note (or relevant
portion hereof) owned or beneficially owned by the trust to the extent of that
beneficiary's interest in the trust. The death of an individual who was a tenant
by the entirety or joint tenant in a tenancy which is the beneficiary of a trust
will be deemed the death of the beneficiary of the trust. The death of an
individual who was a tenant in common in a tenancy which is the beneficiary of a
trust will be deemed the death of the beneficiary of the trust only with respect
to the deceased
9
holder's beneficial interest in this Note, unless a husband and wife are the
tenants in common, in which case the death of either will be deemed the death of
the beneficiary of the trust.
The death of a person who, during his or her lifetime, was entitled to
substantially all of the beneficial interest in this Note (or a portion hereof)
will be deemed the death of the owner or beneficial owner of this Note (or
relevant portion hereof), regardless of the registration of ownership, if such
beneficial interest can be established to the satisfaction of the Trustee. Such
beneficial interest will exist in many cases of street name or nominee
ownership, custodial arrangements, ownership by a trustee, ownership under the
Uniform Transfers to Minors Act and community property or other joint ownership
arrangements between spouses. Beneficial interest will be evidenced by such
factors as the power to sell or otherwise dispose of this Note, the right to
receive the proceeds of sale or disposition and the right to receive interest
and principal payments on this Note.
If this Note is represented by a Global Note, the Depositary or its
nominee is the registered holder hereof and therefore is the only entity that
can exercise the Survivor's Option with respect to this Note. To obtain
repayment or repurchase pursuant to exercise of the Survivor's Option with
respect to this Note, the Representative must provide to the broker or other
entity through which the beneficial interest in this Note is held by the
deceased beneficial owner: (i) instructions to such broker or other entity to
notify the Depositary of such Representative's desire to obtain repayment or
repurchase pursuant to exercise of the Survivor's Option, (ii) appropriate
evidence satisfactory to the Trustee that (A) the Representative has authority
to act on behalf of the deceased beneficial owner, (B) the death of such
beneficial owner has occurred (including the date of such death), (C) the
deceased was the beneficial owner of an interest in this Note at the time of
death and (D) the interest in this Note was acquired by the deceased beneficial
owner at least six months prior to the date of its submission for repayment,
(iii) if the interest in this Note is held by a nominee of the deceased
beneficial owner, a certificate satisfactory to the Trustee from such nominee
attesting to the deceased's beneficial ownership in this Note, (iv) a written
request for repayment or repurchase signed by the Representative, which
signature must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
(the "NASD") or a commercial bank or trust company having an office or
correspondent in the United States, (v) if applicable, a properly executed
assignment or endorsement, (vi) tax waivers and such other instruments or
documents that the Trustee reasonably requires in order to establish the
validity of the beneficial ownership of this Note and the claimant's entitlement
to payment and (vii) any additional information the Trustee reasonably requires
to document beneficial ownership or authority to make the election and to cause
the repayment or repurchase of this Note.
Such broker or other entity shall provide to the Trustee (i) the
Repayment Election Form attached as Annex A and (ii) evidence satisfactory to
the Trustee from such broker or other entity stating that it represents the
deceased beneficial owner. Such broker or other entity shall be responsible for
disbursing any payments it receives pursuant to exercise of the Survivor's
Option to the appropriate Representative.
10
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 Tran Min Act-_____ Custodian _______
(Cust) (Minor)
TEN ENT - as tenants by the entireties Under Uniform Transfers to Minors Act
JT TEN - as joint tenants with right 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.
11
EXHIBIT C
REGISTERED NO._______ PRINCIPAL AMOUNT: $__________
CUSIP NO.____________
GENERAL MILLS, INC.
General Mills CoreNotes(SM)
([Global] Note With Original Issue Discount)
[Applicable if the Security is a Global Security:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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 IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS 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: MATURITY DATE:
[INTEREST RATE PER ANNUM:] [INTEREST PAYMENT FREQUENCY:]
[INTEREST PAYMENT DATES:] ISSUE PRICE:
TOTAL AMOUNT OF OID: YIELD TO MATURITY:
SHORT ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE YIELD FOR SHORT ACCRUAL PERIOD (APPROXIMATE OR EXACT):
SURVIVOR'S OPTION (YES OR NO):
REDEMPTION TERMS, IF ANY:
OTHER TERMS, IF ANY:
GENERAL MILLS, INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________, or registered
assigns, the principal sum of _______________ Dollars (U.S. $__________) on the
Maturity Date shown above, [and to pay interest thereon on each Interest Payment
Date shown above from and including the Original Issue Date shown above or from
and including the most recent Interest Payment Date as to which interest hereon
(or on any Predecessor Security with respect hereto) has been paid or made
available for payment, commencing with the Interest Payment Date immediately
following the Original Issue Date shown above at the rate per annum equal to the
Interest Rate shown above until the principal hereof is paid or made available
for payment; provided, however, that if the Original Issue Date is after a
Regular Record Date (as defined below) and on or before the immediately
following Interest Payment Date, interest payments will commence with the
Interest Payment Date following the next succeeding Regular Record Date.
Interest (including interest for partial periods) will be calculated on the
basis of a 360-day year of twelve 30-day months. Each payment of interest hereon
will include interest to, but excluding, as the case may be, the relevant
Interest Payment Date or Maturity.]
[Interest payable, and punctually paid or made available for payment,
on any Interest Payment Date will, as provided for in the Indenture, be paid to
the Person in whose name this Note (or one or more Predecessor Securities with
respect hereto) is registered at the close of business on the Regular Record
Date for such Interest Payment Date, which shall be the first day of the
calendar month (whether or not a Business Day) in which such Interest Payment
Date falls; except that interest due at Maturity will be paid to the Person to
whom the principal of this Note is paid. Any such interest not so punctually
paid or made available for payment will forthwith cease to be payable to the
Person in whose name this Note (or one or more Predecessor Securities with
respect hereto) is registered on such Regular Record Date and may either be paid
to the Person in whose name this Note (or one or more Predecessor Securities
with respect hereto) is registered at the close of business on a special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.]
2
[For use with Global Securities: Payment of principal of and premium
(if any) [and interest] on this Note will be made to The Depository Trust
Company or its nominee, as the case may be, as the sole registered owner and the
sole Holder of the Note represented hereby for all purposes under the
Indenture.]
[For use with certificated Notes: [Payments of interest on this Note
other than at Maturity will be made by check mailed to the address of the
registered Holder hereof as of the close of business on the relevant Regular
Record Date as such address appears in the Security Register; and] [P][p]ayment
of principal of and premium (if any) [and interest] on this Note at Maturity
will be made in immediately available funds upon presentation and surrender of
this Note (and, in the case of the exercise of the Survivor's Option (as defined
below), upon submission of a properly completed election form if required) at
the office or agency maintained by the Company for that purpose in the Borough
of Manhattan, The City of New York together with appropriate written wire
transfer instructions, provided that this Note is presented to the Trustee in
time for the Trustee to make payments in such funds in accordance with its
normal procedures. Notwithstanding the foregoing, a registered Holder of
$10,000,000 or more in principal amount of Notes with the same Interest Payment
Date (whether such Notes otherwise have identical or different terms and
provisions) shall be entitled to payment of interest, if any, other than at
Maturity by wire transfer of immediately available funds if the registered
Holder has delivered appropriate wire transfer instructions in writing to the
Trustee not less than 15 days prior to the relevant Interest Payment Date. Any
wire transfer instructions received by the Trustee shall remain in effect until
revoked by the registered Holder. Payment in accordance with written wire
transfer instructions from a registered Holder shall be deemed to constitute
full and complete payment of all amounts so paid.]
Payment of the principal of and premium (if any) [and interest] on this
Note will be made in such coin or currency of the United States of America as at
the time of payment is legal for payment of public and private debts.
Any payment on this Note due on a day that is not a Business Day will
be made on the next succeeding Business Day and no additional interest shall
accrue for the period from such day to that next succeeding Business Day.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall have the same effect
as though fully set forth in this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and has caused a facsimile of its corporate seal to be affixed hereto
or imprinted hereon. Dated:
3
TRUSTEE'S CERTIFICATE OF GENERAL MILLS, INC.
AUTHENTICATION
This is one of the series
designated herein referred
to in the within-mentioned
Indenture. By:_______________________________
[Name]
[Title]
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Attest:___________________________
By:___________________________________ [Name]
Authorized Officer [Title]
OR
_______________________________________ [SEAL]
as Authenticating Agent for the Trustee
By:____________________________________
Authorized Officer
4
[REVERSE OF NOTE]
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture, dated as of February 1, 1996 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and U.S. Bank National Association (formerly
First Trust of Illinois, National Association), as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is one of the series designated on the face hereof. By
the terms of the Indenture, the Company may, without the consent of the Holders
of any Note, issue an unlimited principal amount of additional Notes of this
series and of other separate series, which may have the same or different dates,
amounts, Stated Maturities, interest rates and other terms as therein provided.
Unless otherwise indicated above under the heading "Other Terms, If
Any," in case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the amount of principal hereof
which 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, shall be the Amortized Face Amount (as defined below) hereof. The
"Amortized Face Amount" of this Note is equal to the sum of (x) the Issue Price
(as defined below) of this Note and (y) that portion of the difference between
the Issue Price and the principal amount of this Note that has been amortized at
the Stated Yield (as defined below) of this Note (computed in accordance with
Section 1272(a)(4) of the Internal Revenue Code of 1986, as amended, and Section
1.1275-1(b) of the the Treasury Regulations regarding original issue discount
issued by the Treasury Department (the "OID Regulations"), in each case as in
effect on the original issue date of this Note) at the date as of which the
Amortized Face Amount is calculated, but in no event can the Amortized Face
Amount exceed the principal amount of this Note due at the Stated Maturity
hereof. As used in the preceding sentence: (a) "Issue Price" means the principal
amount of this Note due at the Stated Maturity thereof less the original issue
discount of this Note specified on the face hereof and in the applicable
Authentication Certificate, calculated as required by Section 1.1273-2 of the
OID Regulations; and (b) "Stated Yield" means the yield to Stated Maturity
specified on the face of this Note and in the applicable Authentication
Certificate for the period from the original issue date of this Note, as
specified on the face of this Note and in the applicable Authentication
Certificate, to the Stated Maturity hereof based on the Issue Price hereof and
the principal amount payable at the Stated Maturity hereof.
If so provided above under the heading "Redemption Terms, If Any," this
Note may be redeemed by the Company on and after the dates indicated on the
terms indicated. Any redemption of this Note shall be effected on not less than
30 nor more than 60 days' notice to the Holder hereof. [Payment of the
Redemption Price shall be made together with any accrued but unpaid "qualified
stated interest" payments (as defined in the OID Regulations).] If so provided
above under the heading "Survivor's Option (Yes or No)," this Note shall be
repayable in whole
5
or in part on the terms set forth in the Survivor's Option Rider attached to
this Note. In the event of redemption or repayment of this Note in part only, a
new Note or Notes of like tenor in aggregate principal amount equal to and in
exchange for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof; provided, that such Note or Notes
shall only be issued in denominations of $1,000 and integral multiples thereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof of in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples thereof. No Notes shall be
issuable in denominations of less than $1,000. As provided in the Indenture, and
subject to the limitations set forth below and in the Indenture, this Note is
exchangeable for Notes of like aggregate principal amount and like tenor in
denominations of $1,000 and integral multiples thereof, as requested by the
Holder surrendering the same. Upon due presentment for registration of transfer
of this Note at the office or agency maintained by the Company for that purpose
in the Borough of Manhattan, The City of New York, a new Note or Notes in
authorized denominations for an equal aggregate principal amount and like
interest rate and maturity will be issued to the transferee in exchange
therefore, subject to the limitations provided in the Indenture and to the
limitations described below, if applicable. Any exchange or transfer shall be
made without charge except for any tax or other governmental charge imposed in
connection therewith.
[This Note is exchangeable for definitive Notes in registered form only
if (x) the Depositary has notified the Company that it is unwilling or unable to
continue as Depositary for this Global Note or if the Depositary has ceased to
be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company executes and delivers to the Trustee a Company Order
that this Note shall be so exchangeable or (z) there shall have occurred and be
continuing an Event of Default with respect to the Notes represented hereby.
This Note shall be exchangeable into Notes issuable only in denominations of
$1,000 and integral multiples thereof. If this Note is exchangeable pursuant to
the preceding sentences, it shall be exchangeable for definitive Notes of like
tenor in registered form of differing denominations aggregating a like amount.]
The Indenture contains provisions for defeasance at any time of either
the entire principal of this Note or of certain covenants and Events of Default
with respect to this Note, in either case upon compliance with certain
conditions set forth in the Indenture.
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As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Notes of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Notes of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
In determining whether the Holders of the requisite principal amount of
the Outstanding Notes have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action under the
Indenture, the principal amount of any Note (including this Note) that is an
Original Issue Discount Security which shall be deemed to be Outstanding shall
be the amount of the principal thereof which would be due and payable as of the
date upon the acceleration of the Maturity thereof to such date pursuant to
Section 502 of the Indenture.
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 premium (if any) [and
interest] on this Note at the places, at the respective times, at the rate and
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 Security Register (whether or not this Note shall
be overdue) for the purpose of receiving payment of or on account hereof and for
all other purposes, and neither the Company nor the Trustee nor any 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 acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
This Note may have such additional or different terms as are set forth
above under "Other Terms, If Any." Any terms so set forth shall be deemed to
modify and/or supersede, as necessary, any other terms set forth in this Note.
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Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto under the Indenture.
The Indenture is, and this Note shall be, governed by and construed in
accordance with the laws of the State of New York.
8
SURVIVOR'S OPTION RIDER
If the Survivor's Option is applicable to this Note, the Representative
(defined below) of a deceased owner of this Note or an interest in this Note
shall have the option to elect repayment or repurchase of this Note on the terms
and conditions set forth below following the death of such owner (the
"Survivor's Option"). Unless specifically provided on the face of this Note, the
Survivor's Option may not be exercised unless such deceased owner (i) owned this
Note or his or her interest in this Note at the time of his or her death and
(ii) acquired this Note or his or her interest in this Note at least six months
prior to the date of its submission for repayment.
If the Survivor's Option is applicable to this Note, upon the valid
exercise of the Survivor's Option, the Company shall repay or repurchase, at its
option, the Note (or portion thereof), properly tendered for repayment or
repurchase by or on behalf of the person (the "Representative") that has the
legal authority to act on behalf of the deceased owner of this Note or an
interest in this Note under the laws of the appropriate jurisdiction (including,
without limitation, the personal representative or executor of the deceased
beneficial owner or the surviving joint owner of the deceased beneficial owner)
at a price equal to the Amortized Face Amount (as defined above) hereof [plus
accrued but unpaid "qualified stated interest" payments (as defined in the OID
Regulations)], unless otherwise indicated above under the heading "Other Terms,
If Any," subject to the following limitations:
(a) The Company may, in its sole discretion, limit the aggregate
principal amount of Notes as to which exercises of the Survivor's
Option shall be accepted from all deceased beneficial owners in any
calendar year (the "Annual Put Limitation") to an amount equal to the
greater of $5,000,000 or 5% of the principal amount of all Notes
Outstanding as of the end of the most recent calendar year, or such
greater amount as the Company in its sole discretion may determine for
any calendar year, and may limit to $500,000 the aggregate principal
amount of acceptances of exercise of the Survivor's Option in any
calendar year for any individual deceased beneficial owner (the
"Individual Put Limitation").
(b) The Company shall not make principal repayments pursuant to
exercise of the Survivor's Option in amounts that are less than $1,000,
and, in the event that the limitations described in the preceding
sentence would result in the partial repayment of any Note, the
principal amount of such Note remaining Outstanding after repayment
must be at least $1,000.
(c) Any Note (or portion thereof) tendered pursuant to a valid exercise
of the Survivor's Option may not be withdrawn.
Each Note (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor's Option shall be accepted in the order that all such
Notes are received by the Trustee, except for any Note (or portion thereof) the
acceptance of which would contravene (i) the Annual Put Limitation, if applied,
or (ii) the Individual Put Limitation, if applied, with respect to the relevant
individual deceased beneficial owner. If, as of the end of any calendar year,
the aggregate principal amount of Notes (or portions thereof) that have been
tendered pursuant to the
9
valid exercise of the Survivor's Option during such year has exceeded either the
Annual Put Limitation, if applied, or the Individual Put Limitation, if applied,
for such year, any exercises of the Survivor's Option with respect to Notes (or
portions thereof) not accepted during such calendar year because such acceptance
would have contravened either such limitation, if applied, shall be deemed to be
tendered on the first day of the following calendar year in the order in which
all such Notes (or portions thereof) were originally tendered.
Upon acceptance for repayment or repurchase pursuant to exercise of the
Survivor's Option, this Note shall be repaid or repurchased on the first
Interest Payment Date that occurs 20 or more calendar days after the date of
such acceptance unless such date is not a Business Day, in which case the date
of repayment or repurchase shall be the next succeeding Business Day. In the
event that this Note (or any portion hereof) tendered for repayment or
repurchase pursuant to valid exercise of the Survivor's Option is not accepted
or repayment or repurchase of this Note (or any portion hereof) will be delayed,
the Trustee shall deliver a notice by first-class mail to the registered holder
hereof, at its last known address as indicated in the Security Register, that
states the reason this Note (or portion hereof) has not been accepted for
payment or the repayment will be delayed.
Subject to the Company's rights hereunder to limit the aggregate
principal amount of Notes as to which exercises of the Survivor's Option shall
be accepted in any one calendar year, all questions as to the eligibility or
validity of any exercise of the Survivor's Option will be determined by the
Trustee, in its sole discretion, which determination shall be final and binding
on all parties.
If this Note (or a portion hereof) is owned or beneficially owned by
tenants by the entirety or joint tenants, this Note (or relevant portion hereof)
will be regarded as beneficially owned by a single owner. Accordingly, the death
of a tenant by the entirety or joint tenant will be deemed the death of the
owner or beneficial owner and the entire principal amount so owned will become
eligible for repayment or repurchase.
The death of a person owning or beneficially owning this Note (or a
portion hereof) by tenancy in common will be deemed the death of the owner or
beneficial owner only with respect to the deceased owner's interest in this Note
(or relevant portion hereof) so owned, unless a husband and wife are the tenants
in common, in which case the death of either will be deemed the death of the
owner or beneficial owner and the entire principal amount so owned will be
eligible for repayment or repurchase.
If this Note (or a portion hereof) is owned or beneficially owned by a
trust, it will be regarded as owned or beneficially owned by each beneficiary of
the trust to the extent of that beneficiary's interest in the trust (however, a
trust's beneficiaries collectively cannot be beneficial owners of more Notes
than are owned by the trust). The death of a beneficiary of a trust will be
deemed the death of the owner or beneficial owner of this Note (or relevant
portion hereof) owned or beneficially owned by the trust to the extent of that
beneficiary's interest in the trust. The death of an individual who was a tenant
by the entirety or joint tenant in a tenancy which is the beneficiary of a trust
will be deemed the death of the beneficiary of the trust. The death of an
individual who was a tenant in common in a tenancy which is the beneficiary of a
trust will be deemed the death of the beneficiary of the trust only with respect
to the deceased
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holder's beneficial interest in this Note, unless a husband and wife are the
tenants in common, in which case the death of either will be deemed the death of
the beneficiary of the trust.
The death of a person who, during his or her lifetime, was entitled to
substantially all of the beneficial interest in this Note (or a portion hereof)
will be deemed the death of the owner or beneficial owner of this Note (or
relevant portion hereof), regardless of the registration of ownership, if such
beneficial interest can be established to the satisfaction of the Trustee. Such
beneficial interest will exist in many cases of street name or nominee
ownership, custodial arrangements, ownership by a trustee, ownership under the
Uniform Transfers to Minors Act and community property or other joint ownership
arrangements between spouses. Beneficial interest will be evidenced by such
factors as the power to sell or otherwise dispose of this Note, the right to
receive the proceeds of sale or disposition and the right to receive interest
and principal payments on this Note.
If this Note is represented by a Global Note, the Depositary or its
nominee is the registered holder hereof and therefore is the only entity that
can exercise the Survivor's Option with respect to this Note. To obtain
repayment or repurchase pursuant to exercise of the Survivor's Option with
respect to this Note, the Representative must provide to the broker or other
entity through which the beneficial interest in this Note is held by the
deceased beneficial owner: (i) instructions to such broker or other entity to
notify the Depositary of such Representative's desire to obtain repayment or
repurchase pursuant to exercise of the Survivor's Option, (ii) appropriate
evidence satisfactory to the Trustee that (A) the Representative has authority
to act on behalf of the deceased beneficial owner, (B) the death of such
beneficial owner has occurred (including the date of such death), (C) the
deceased was the beneficial owner of an interest in this Note at the time of
death and (D) the interest in this Note was acquired by the deceased beneficial
owner at least six months prior to the date of its submission for repayment,
(iii) if the interest in this Note is held by a nominee of the deceased
beneficial owner, a certificate satisfactory to the Trustee from such nominee
attesting to the deceased's beneficial ownership in this Note, (iv) a written
request for repayment or repurchase signed by the Representative, which
signature must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
(the "NASD") or a commercial bank or trust company having an office or
correspondent in the United States, (v) if applicable, a properly executed
assignment or endorsement, (vi) tax waivers and such other instruments or
documents that the Trustee reasonably requires in order to establish the
validity of the beneficial ownership of this Note and the claimant's entitlement
to payment and (vii) any additional information the Trustee reasonably requires
to document beneficial ownership or authority to make the election and to cause
the repayment or repurchase of this Note.
Such broker or other entity shall provide to the Trustee (i) the
Repayment Election Form attached as Annex A and (ii) evidence satisfactory to
the Trustee from such broker or other entity stating that it represents the
deceased beneficial owner. Such broker or other entity shall be responsible for
disbursing any payments it receives pursuant to exercise of the Survivor's
Option to the appropriate Representative.
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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 Tran Min Act-_____ Custodian_____
(Cust) (Minor)
TEN ENT - as tenants by the entireties Under Uniform Transfers to Minors Act
JT TEN - as joint tenants with right 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.
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