EXHIBIT 4.1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY 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 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF 1933"), OR
ANY STATE SECURITIES LAWS, AND THIS SECURITY AND THE COMMON STOCK DELIVERABLE
UPON CONVERSION OF THIS SECURITY OR UPON PURCHASE OF THIS SECURITY BY THE
COMPANY MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:
(1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933;
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE
SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON
CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF
1933, (C) PURSUANT TO THE EXEMPTION FROM
1
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
OF 1933 (IF AVAILABLE), (D) TO ANY INSTITUTIONAL INVESTOR
THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT OF 1933 AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND
(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A
TRANSFER PURSUANT TO CLAUSE 2(C) OR 2(E) ABOVE), A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
The foregoing legend may be removed from this Security on satisfaction
of the conditions specified in the Indenture.
2
GENERAL MILLS, INC.
Zero Coupon Convertible Senior Debentures Due 2022
REGISTERED
CUSIP:
ISSUE DATE: October 28, 2002
ISSUE PRICE: $671.65
(for each $1,000 principal amount at maturity)
ORIGINAL ISSUE DISCOUNT: $328.35
(for each $1,000 principal amount at maturity)
Principal Amount at Maturity: $[____________]
No. R-[__]
GENERAL MILLS, INC., a Delaware corporation, promises to pay to CEDE &
CO., or registered assigns, the principal amount at maturity of
[_____________________] DOLLARS ($[_________]), on October 28, 2022.
Reference is hereby made to the further provisions of this Security set
forth on the reverse side of this Security, which further provisions shall for
all purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: October 28, 2002 GENERAL MILLS, INC.
By:
----------------------------
Title:
--------------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
BNY MIDWEST TRUST COMPANY
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.
By
----------------------------------
Authorized Signatory
Dated: October 28, 2002
3
Zero Coupon Convertible Senior Debentures Due 2022
This Security is one of a duly authorized issue of Zero Coupon
Convertible Senior Debentures Due 2022 (the "SECURITIES") of General Mills,
Inc., a Delaware corporation (including any successor corporation under the
Indenture hereinafter referred to, the "COMPANY"), issued under an Indenture,
dated as of October 28, 2002 (the "INDENTURE"), between the Company and BNY
Midwest Trust Company, as trustee (the "TRUSTEE"). The terms of the Security
include those stated in the Indenture, those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended ("TIA"), and those set
forth in this Security. This Security is subject to all such terms, and Holders
are referred to the Indenture and the TIA for a statement of all such terms. To
the extent permitted by applicable law, in the event of any inconsistency
between the terms of this Security and the terms of the Indenture, the terms of
the Indenture shall control. Capitalized terms used but not defined herein have
the meanings assigned to them in the Indenture referred to below unless
otherwise indicated.
1. INTEREST; ORIGINAL ISSUE DISCOUNT.
General. The Securities shall not bear cash interest except as
otherwise set forth herein, and for Contingent Cash Interest as set forth in the
Indenture and in Section 3 hereof. If the Principal Amount at Maturity hereof or
any portion thereof, or the Purchase Price, Change of Control Purchase Price, or
accrued and unpaid Contingent Cash Interest or Liquidated Damages, if any, are
not paid when due (whether upon acceleration pursuant to Section 6.02 of the
Indenture, upon the date set for payment of the Redemption Price pursuant to
Section 5 hereof, upon the date set for payment of the Redemption Price,
Purchase Price or Change in Control Purchase Price pursuant to Section 6 hereof,
upon the Stated Maturity of the Securities, upon the Interest Payment Dates
pursuant to Section 11.03 of the Indenture or upon the Liquidated Damages
Payment Dates as defined in the Registration Rights Agreement), then in each
such case the overdue amount shall, to the extent permitted by law, bear cash
interest at the rate of 2% per annum, compounded semiannually, which interest
shall accrue from the date such overdue amount was originally due to the date
payment of such amount, including interest thereon, has been made or duly
provided for. All such interest shall be payable in cash on demand but if not so
demanded shall be paid quarterly to the Holders on the last day of each quarter.
Original Issue Discount in the period during which a Security remains
outstanding shall accrue at 2.00% per annum, on a semiannual bond equivalent
basis using a 360-day year comprised of twelve 30-day months, from the Issue
Date.
4
2. METHOD OF PAYMENT.
Except as provided below, the Company shall pay Contingent Cash
Interest on (i) Global Securities, to DTC in immediately available funds, (ii)
any Certificated Security having an aggregate principal amount at maturity of
$5,000,000 or less, by check mailed to the Holder of such Security and (iii) any
Certificated Security having an aggregate principal amount at maturity of more
than $5,000,000, by wire transfer in immediately available funds at the election
of the Holder of any such Security.
At Stated Maturity, the Company will pay Contingent Cash Interest on
Certificated Securities at the Company's office or agency in New York City.
Subject to the terms and conditions of the Indenture, the Company will
make payments in cash, shares of Common Stock or a combination thereof, as the
case may be, in respect of Redemption Prices, Purchase Prices, Change of Control
Purchase Prices and at Stated Maturity to Holders who surrender Securities to a
Paying Agent to collect such payments in respect of the Securities. The Company
will pay cash amounts in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, the Company
may make such cash payments by check payable in such money.
3. CONTINGENT CASH INTEREST
The Company shall pay Contingent Cash Interest under the circumstances
and in the amounts described in Article 11 of the Indenture. Such Contingent
Cash Interest, if any, shall be payable on April 27 and October 27 (each, an
"INTEREST PAYMENT DATE") of each year, in the manner described in Section 11.02
of the Indenture.
4. INDENTURE.
The Securities are general unsecured obligations of the Company limited
to $2,233,305,000 aggregate principal amount at maturity. The Indenture does not
limit other indebtedness of the Company, secured or unsecured.
5. REDEMPTION AT THE OPTION OF THE COMPANY.
No sinking fund is provided for the Securities. The Securities are
redeemable for cash at the option of the Company, in whole or in part, at any
time or from time to time on, or after October 28, 2005 upon not less than 30
nor more than 60 days' notice by mail for a redemption price equal to the
Accreted Value of the Securities redeemed plus accrued and unpaid Contingent
Cash Interest and Liquidated Damages, if any, on those Securities up to (but
excluding) the Redemption Date (the "REDEMPTION PRICE").
5
The table below shows Redemption Prices of a Security per $1,000
principal amount at maturity, assuming that no Contingent Cash Interest or
Liquidated Damages have accrued, on the dates shown below and at Stated
Maturity, which prices reflect accrued Original Issue Discount calculated to
each such date. The Redemption Price of a Security redeemed between such dates
shall include an additional amount reflecting the additional Original Issue
Discount accrued since the next preceding date in the table. In addition, the
Redemption Prices set forth below would be increased by the amount of any
accrued and unpaid Contingent Cash Interest and Liquidated Damages.
<Table>
<Caption>
(2) (3)
(1) Accrued Original Redemption Price
Issue Price Issue Discount (1) + (2)
----------- ---------------- -----------------
Redemption Date:
October 28:
2005 $671.65 $41.32 $712.97
2006 $671.65 $55.65 $727.30
2007 $671,65 $70.27 $741.92
2008 $671.65 $85.19 $756.84
2009 $671.65 $100.40 $772.05
2010 $671.65 $115.92 $787.57
2011 $671.65 $131.75 $803.40
2012 $671.65 $147.89 $819.54
2013 $671.65 $164.37 $836.02
2014 $671.65 $181.17 $852.82
2015 $671.65 $198.31 $869.96
2016 $671.65 $215.80 $887.45
2017 $671.65 $233.64 $905.29
2018 $671.65 $251.83 $923.48
2019 $671.65 $270.40 $942.05
2020 $671.65 $289.33 $960.98
2021 $671.65 $308.65 $980.30
At Stated Maturity $671.65 $328.35 $1,000.00
----------- ------------ -------------
</Table>
In no event will any Security be redeemable before October 28, 2005.
6. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER.
Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, all or any portion of
the Securities held by such Holder on October 28, 2005, October 28, 2007,
October 28, 2012 and October 28, 2017 in integral multiples of $1,000 at a
Purchase Price equal to the Accreted Value of those Securities plus accrued and
unpaid Contingent Cash Interest and Liquidated Damages, if any, on those
Securities up
6
to (but excluding) the Purchase Date. To exercise such right, a Holder shall
deliver to the Company a Purchase Notice containing the information set forth in
the Indenture, at any time from the opening of business on the date that is 20
Business Days prior to such Purchase Date until the close of business on the
third Business Day prior to such Purchase Date, and shall deliver the Securities
to the Paying Agent as set forth in the Indenture.
The Purchase Price may be paid, at the option of the Company, in cash
or by the issuance and delivery of shares of Applicable Stock, or in any
combination thereof, subject to the terms and conditions of the Indenture.
At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to offer to purchase the
Securities held by such Holder within 30 days (which purchase shall occur 30
days after the date of such offer) after the occurrence of a Change of Control
of the Company for a Change of Control Purchase Price equal to the Accreted
Value of those Securities plus accrued and unpaid Contingent Cash Interest and
Liquidated Damages, if any, on those Securities up to (but excluding) the Change
of Control Purchase Date. The Change of Control Purchase Price may be paid, at
the option of the Company, in cash or by the issuance and delivery of shares of
Applicable Stock, or in any combination thereof, subject to the terms and
conditions of the Indenture.
Holders have the right to withdraw any Purchase Notice or Change of
Control Purchase Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of the Indenture.
If cash (and/or Applicable Stock if permitted under the Indenture)
sufficient to pay the Purchase Price or Change of Control Purchase Price, as the
case may be, of all Securities or portions thereof to be purchased as of the
Purchase Date or the Change of Control Purchase Date, as the case may be, is
deposited with the Paying Agent, on the Business Day following the Purchase Date
or the Change of Control Purchase Date, Original Issue Discount, Contingent Cash
Interest, if any, and Liquidated Damages, if any, will cease to accrue on such
Securities (or portions thereof) immediately after such Purchase Date or Change
of Control Purchase Date, and the Holder thereof shall have no other rights as
such other than the right to receive the Purchase Price or Change of Control
Purchase Price upon surrender of such Security.
7. NOTICE OF REDEMPTION.
Notice of redemption pursuant to Section 5 of this Security will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at the Holder's registered address. If
money
7
sufficient to pay the Redemption Price of all Securities (or portions thereof)
to be redeemed on the Redemption Date is deposited with the Paying Agent prior
to or on the Redemption Date, immediately on and after such Redemption Date,
Original Issue Discount, Contingent Cash Interest, if any, and Liquidated
Damages, if any, will cease to accrue on such Securities or portions thereof.
Securities in denominations larger than $1,000 principal amount at maturity may
be redeemed in part but only in integral multiples of $1,000 of principal amount
at maturity.
8. CONVERSION.
Subject to and in compliance with the provisions of the Indenture
(including, without limitation, the conditions to conversion of this Security
set forth in Section 10.01 thereof), a Holder is entitled, at such Holder's
option, to convert the Holder's Security (or any portion of the principal amount
at maturity thereof that is $1,000 or an integral multiple $1,000), into fully
paid and nonassessable shares of Common Stock at the Conversion Price in effect
at the time of conversion.
The Company will notify Holders of any event triggering the right to
convert the Securities as specified above in accordance with the Indenture.
A Security in respect of which a Holder has delivered a Purchase Notice
or Change of Control Purchase Notice, as the case may be, exercising the option
of such Holder to require the Company to purchase such Security may be converted
only if such Purchase Notice or Change of Control Purchase Notice, as the case
may be, is withdrawn in accordance with the terms of the Indenture.
The initial Conversion Rate is 13.0259 shares of Common Stock per
$1,000 principal amount at maturity, subject to adjustment in certain events
described in the Indenture. The Conversion Rate shall not be adjusted for any
accrued and unpaid Contingent Cash Interest or Liquidated Damages. Upon
conversion, no payment shall be made by the Company with respect to Accrued
Original Issue Discount and accrued and unpaid Contingent Cash Interest or
Liquidated Damages, if any. Instead, such amount shall be deemed paid by the
shares of Common Stock delivered upon conversion of any Security. In addition,
no payment or adjustment shall be made in respect of dividends on the Common
Stock, except as set forth in the Indenture.
To surrender a Security for conversion, a Holder must (1) complete and
manually sign the Notice of Conversion attached hereto (or complete and manually
sign a facsimile of such notice) and deliver such notice to the Conversion
Agent, (2) surrender the Security to the Conversion Agent, (3) furnish
appropriate endorsements and transfer documents and (4) pay any transfer or
similar tax, if required.
8
No fractional shares of Common Stock shall be issued upon conversion of
any Security. Instead of any fractional share of Common Stock that would
otherwise be issued upon conversion of such Security, the Company shall pay a
cash adjustment as provided in the Indenture.
If the Company (i) is a party to a consolidation, merger, statutory
share exchange or combination, (ii) reclassifies the Common Stock, or (iii)
conveys, transfers or leases its properties and assets substantially as an
entirety to any Person, the right to convert a Security into shares of Common
Stock may be changed into a right to convert it into securities, cash or other
assets of the Company or such other Person, in each case in accordance with the
Indenture.
9. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.
Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Business Day prior to the Redemption Date,
may be deemed to be purchased from the Holders of such Securities at an amount
not less than the Redemption Price, by one or more investment bankers or other
purchasers who may agree with the Company to purchase such Securities from the
Holders, to convert them into shares of Common Stock and to make payment for
such Securities to the Trustee in trust for such Holders.
10. PAYING AGENT, CONVERSION AGENT AND REGISTRAR.
Initially, the Trustee will act as Paying Agent, Conversion Agent and
Registrar. The Company may appoint and change any Paying Agent, Conversion Agent
or Registrar without notice, other than notice to the Trustee; provided that the
Company will maintain at least one Paying Agent in the State of New York, City
of New York, Borough of Manhattan, which shall initially be an office or agency
of the Trustee. The Company or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Conversion Agent or Registrar.
11. DENOMINATIONS; TRANSFER; EXCHANGE.
The Securities are in fully registered form, without coupons, in
denominations of $1,000 of principal amount at maturity and integral multiples
of $1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities in respect of which a Purchase Notice or Change of Control
Purchase Notice has been given and not withdrawn (except, in the case of a
Security to be purchased in part, the portion of the Security not to be
purchased) or any
9
Securities for a period of 15 days before the mailing of a notice of redemption
of Securities to be redeemed.
12. PERSONS DEEMED OWNERS.
The registered Holder of this Security may be treated as the owner of
this Security for all purposes.
13. UNCLAIMED MONEY OR SECURITIES.
The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property law. After return to the Company,
Holders entitled to the money or securities must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person.
14. AMENDMENT; WAIVER.
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate principal amount at maturity of the
outstanding Securities and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate principal amount at maturity
of the outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company and the
Trustee may amend the Indenture or the Securities (i) to add to the covenants of
the Company for the benefit of the Holders of Securities, (ii) to surrender any
right or power conferred upon the Company in the Indenture, (iii) to provide for
conversion rights of Holders of Securities if any reclassification or change of
the Company's Common Stock or any consolidation, merger or sale of all or
substantially all of the Company's assets occurs, (iv) to provide for the
assumption of the Company's obligations to the Holders of Securities in the case
of a merger, consolidation, conveyance, transfer or lease pursuant to Article 5
of the Indenture, (v) to increase the Conversion Rate; provided, however, that
such increase in the Conversion Rate shall not adversely affect the interest of
the Holders of Securities (after taking into account tax and other consequences
of such increase), (vi) to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA, (vii) to
make any changes or modifications necessary in connection with the registration
of the Securities under the Securities Act as contemplated in the Registration
Rights Agreement; provided, however, that such action pursuant to this clause
does not, in the good faith opinion of the Board of Directors of the Company (as
evidenced by a Board Resolution) and the Trustee, adversely affect the interests
of the Holders of Securities in any material respect,
10
(viii) to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be inconsistent with any other provision therein or which is
otherwise defective, or to make any other provisions with respect to matters or
questions arising under the Indenture which the Company may deem necessary or
desirable and which shall not be inconsistent with the provisions of the
Indenture; provided, however, that such action pursuant to this clause does not,
in the good faith opinion of the Board of Directors of the Company (as evidenced
by a Board Resolution) and the Trustee, adversely affect the interests of the
Holders of Securities in any material respect, and (ix) to add or modify any
other provisions in the Indenture with respect to matters or questions arising
hereunder which the Company and the Trustee may deem necessary or desirable and
which will not adversely affect the interests of the Holders of Securities.
15. DEFAULTS AND REMEDIES.
If any Event of Default with respect to Securities shall occur and be
continuing, the principal amount at maturity of the Securities and any accrued
and unpaid Contingent Cash Interest, if any, and accrued and unpaid Liquidated
Damages, if any, on all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.
16. TRUSTEE DEALINGS WITH THE COMPANY.
Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.
17. CALCULATIONS IN RESPECT OF SECURITIES.
The Company or its agents will be responsible for making all
calculations called for under the Securities including, but not limited to,
determination of the market prices for the Securities and of the Common Stock
and the amounts of Original Issue Discount, Contingent Cash Interest and
Liquidated Damages, if any, accrued on the Securities. Any calculations made in
good faith and without manifest error will be final and binding on Holders of
the Securities. The Company or its agents will be required to deliver to the
Trustee a schedule of its calculations and the Trustee will be entitled to
conclusively rely upon the accuracy of such calculations without independent
verification.
18. TAX TREATMENT.
The Company agrees, and by acceptance of this Security, each Holder
hereof is deemed to have agreed to treat the Securities as indebtedness for
United States federal income tax purposes that is subject to regulations
governing
11
contingent payment debt instruments. A Holder may obtain the comparable yield
and projected payment schedule for the Securities, as determined by the Company
pursuant to Treas. Reg. Sec. 1.1275-4, by submitting a written request to the
Company at the following address: General Mills, Inc., One General Mills
Boulevard, Minneapolis, Minnesota 55440, Attention: Treasurer.
19. NO RECOURSE AGAINST OTHERS.
A director, officer, employee or shareholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.
20. AUTHENTICATION.
This Security shall not be valid until an authorize signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.
21. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
22. GOVERNING LAW.
THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.
23. COPY OF INDENTURE.
The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture which has in it the text of this Security
in larger type. Requests may be made to:
GENERAL MILLS, INC.
Number One General Mills Boulevard
Minneapolis, MN 55426-1348
Attn: General Counsel
Facsimile No.: 763-764-3302
12
24. REGISTRATION RIGHTS.
The Holders of the Securities are entitled to the benefits of a Resale
Registration Rights Agreement, dated as of October 28, 2002, among the Company,
Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as
representatives of the several initial purchasers, including the receipt of
Liquidated Damages upon a Registration Default (as defined in such agreement).
The Company shall make payments of Liquidated Damages on the Liquidated Damages
Payment Dates (as defined in the Registration Rights Agreement), but otherwise
in accordance with the provisions set forth herein for the payment of Interest.
13
<Table>
<Caption>
ASSIGNMENT FORM CONVERSION NOTICE
- ----------------------------------------------------------------------------------------------------
To assign this Security, fill in the form To convert this Security into Common Stock
below: of the Company, check the box [ ]
- ----------------------------------------------------------------------------------------------------
I or we assign and transfer this Security to To convert only part of this Security,
__________________________________________________ state the principal amount at maturity to
(Insert assignee's soc. sec. or tax ID no.) be converted (which must be $1,000 or an
- ----------------------------- integral multiple of $1,000):
- -----------------------------
- ----------------------------- If you want the stock certificate made out
(Print or type assignee's name, address and in another person's name fill in the
zip code) form below:
----------------------------------------------------------
and irrevocably appoint (Insert the other person's soc. sec. tax ID
no.)
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
____________________ agent to transfer this ----------------------------------------------------------
Security on the books of the Company. The (Print or type other person's name, address
agent may substitute another to act for him. and zip code)
- ----------------------------------------------------------------------------------------------------
</Table>
Date: Your Signature:
----------- ---------------------------------
- --------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Security)
Signature Guaranteed
- --------------------------------
Participant in a Recognized Signature
Guarantee Medallion Program
By:
-----------------------------
Authorized Signatory
14
SCHEDULE OF INCREASES AND DECREASES
OF GLOBAL SECURITY
Initial Principal Amount at Maturity of Global Security: [___________________]
DOLLARS ($[___________]).
<Table>
<Caption>
Amount of Amount of Principal Amount
Increase in Decrease in at Maturity of
Principal Amount Principal Amount Global Security Notation by
at Maturity of at Maturity of After Increase or Registrar or
Date Global Security Global Security Decrease Security Custodian
- --------------------- ------------------- ------------------- ------------------- -------------------
- --------------------- ------------------- ------------------- ------------------- -------------------
- --------------------- ------------------- ------------------- ------------------- -------------------
- --------------------- ------------------- ------------------- ------------------- -------------------
- --------------------- ------------------- ------------------- ------------------- -------------------
- --------------------- ------------------- ------------------- ------------------- -------------------
- --------------------- ------------------- ------------------- ------------------- -------------------
</Table>
15