CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES F
Due Nine Months or more From Date of Issue
/ / Check box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
INTEREST RATE BASIS: INDEX MATURITY: SPECIFIED CURRENCY
(if other than
U.S. dollars):
REDEEMABLE ON OR AFTER
(AT OPTION OF COMPANY): SPREAD MULTIPLIER SPREAD: +
-
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT PERIOD:
EXCHANGE RATE AGENT: INITIAL REDEMPTION INTEREST RATE RESET
(Only applicable if PERCENTAGE: PERIOD:
Specified Currency is
other than U.S. Dollars)
CALCULATION AGENT: DEPOSITARY:
(Only applicable if this
is a Global Note)
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE SINKING FUND:
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
INTEREST PAYMENT DATES: ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
INTEREST CALCULATION DATES: AUTHORIZED DENOMINATIONS:
(Only applicable if
Specified Currency is
other than U.S. dollars)
INTEREST DETERMINATION DATES: OTHER TERMS:
GENERAL MILLS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), for value received,
hereby promises to pay to
________________________________________________________________, or registered
assigns, the principal sum of
___________________________________________________ on the maturity date shown
above, or if such date is not a Business Day, the next succeeding Business Day
(the "Maturity Date"), in the currency specified above as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest monthly, quarterly, semi-annually or annually as specified above under
"Interest Payment Period," on the Interest Payment Dates specified above,
commencing with the first Interest Payment Date specified above following the
2
Original Issue Date specified above, and on the Maturity Date or date of
redemption or repayment, if any, on said principal sum, in like currency, at a
rate per annum equal to the Initial Interest Rate specified above until the
first Interest Reset Date specified above following the Original Issue Date
specified above and thereafter at a rate per annum determined in accordance with
the provisions hereinbelow under the heading "Determination of Interest Rate Per
Annum for Commercial Paper Rate Notes," "Determination of Interest Rate Per
Annum for Prime Rate Notes," "Determination of Interest Rate Per Annum for LIBOR
Notes," "Determination of Interest Rate Per Annum for Treasury Rate Notes,"
"Determination of Interest Rate Per Annum for CD Rate Notes," "Determination of
Interest Rate Per Annum for Federal Funds Rate Notes," or Determination of
Interest Rate Per Annum for CMT Rate Notes depending upon whether the Interest
Rate Basis is the Commercial Paper Rate, Prime Rate, LIBOR, Treasury Rate, CD
Rate, Federal Funds Rate or CMT Rate, as specified above; PROVIDED, HOWEVER,
that if any Interest Payment Date specified above would otherwise fall on a day
that is not a Business Day (as defined herein), such Interest Payment Date will
be the following day that is a Business Day, except that in the event that the
Interest Rate Basis for this Note is LIBOR, if such day falls in the next
calendar month, such Interest Payment Date will be the next preceding day that
is a Business Day; PROVIDED, FURTHER, that the Company will make such payments
in respect of non-U.S. dollar denominated Notes in the Specified Currency
indicated above in amounts determined as set forth hereinbelow; PROVIDED,
HOWEVER, that payments of principal (and premium, if any) and interest on Notes
denominated in other than U.S. dollars will nevertheless be made in U.S. dollars
(i) at the election of the holder as provided herein and (ii) at the election of
the Company in the case of imposition of exchange controls or other
circumstances beyond the control of the Company as provided herein. Interest on
this Note shall accrue (a) if the rate at which interest on this Note is payable
shall be adjusted monthly, quarterly, semi-annually or annually, as specified
above under "Interest Rate Reset Period" and as determined in accordance with
the provisions hereinbelow, from the Interest Payment Date next preceding the
date of this Note to which interest has been paid, unless the date hereof is an
Interest Payment Date to which interest has been paid, in which case from the
date of this Note, or unless no interest has been paid on this Note, in which
case from the Original Issue Date specified above, until payment of said
3
principal sum has been made or duly provided for or (b) if the rate at which
interest on this Note is payable shall be adjusted daily or weekly, as specified
above under "Interest Rate Reset Period" and as determined in accordance with
the provisions hereinbelow, from the Record Date (as defined herein) next
preceding the date of this Note through which interest has been paid, unless the
date hereof is a Record Date through which interest has been paid, in which case
from the day after the date of this Note, or unless no interest has been paid on
this Note, in which case from the Original Issue Date specified above, until
payment of said principal sum has been made or duly provided for; PROVIDED,
HOWEVER, that if the Original Issue Date is after any Record Date preceding any
Interest Payment Date and before such Interest Payment Date, interest on this
Note shall accrue from such Interest Payment Date unless the rate at which
interest on this Note is payable shall be adjusted daily or weekly, as provided
above under "Interest Rate Reset Period" and as determined in accordance with
the provisions hereinbelow, in which case interest on this Note shall accrue
from such Record Date, or, in either case, if no interest has been paid on this
Note, from the Original Issue Date specified above; PROVIDED, FURTHER, that if
the Company shall default in the payment of interest due on any Interest Payment
Date, then interest on this Note shall accrue from the next preceding Interest
Payment Date or Record Date, as the case may be, to which interest has been
paid, or, if no interest has been paid on this Note, from the Original Issue
Date specified above.
The interest payable, and punctually paid or duly provided for, on any
Interest Payment Date will be paid to the Person in whose name this Security is
registered at the close of business on the fifteenth calendar day next preceding
such Interest Payment Date (each such date a "Record Date"). Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the holder on such Record Date and may either be paid to the Person in whose
name this Note is registered at the close of business on a special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
4
"Business Day" shall mean, as used herein with respect to any particular
location, each Monday, Tuesday, Wednesday, Thursday or Friday which is (a) not a
day on which banking institutions in The City of New York generally are
authorized or obligated by law, regulation or executive order to close, (b) in
the event that the Interest Rate Basis for this Note is LIBOR, a London Business
Day and (c) in the event that this Note is denominated in a Specified Currency
other than U.S. dollars, not a day on which banking institutions are authorized
or obligated by law, regulation or executive order to close in
- --------------------------------------------------------,
(Principal Financial Center of Country of Specified Currency)
(or, if this Note is denominated in euros, "Business Day" shall not include any
day that is a non-euro clearing day as determined by the Euro Banking
Association in Paris or a day on which the trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System, or any successor system, is
not open for business). "London Business Day" shall mean (i) if the Specified
Currency is other than euros, any day on which dealings in such Specified
Currency are transacted in the London interbank market or (ii) if the Specified
Currency is euro, any day that does not appear as a euro non-settlement day on
the display designated as "ISDE" on the Reuter Monitor Money Rates Service (or a
day so designated by the Euro Banking Association) or, if euro non-settlement
days do not appear on that page (and are not so designated), is not a day on
which payments in euro cannot be settled in the international interbank market.
Payment of interest on this Note due on any Interest Payment Date (other
than interest on this Note due to the holder hereof on the Maturity Date or a
redemption or repayment date, if any) to be made in U.S. dollars will be made by
check mailed to the person entitled thereto at the holder's last address as it
appears on the registry books of the Company or by wire transfer to such account
as may have been appropriately designated by such holder as set forth herein.
Payment of the principal of, premium, if any, and interest, if any, on this Note
due to the holder hereof at maturity or upon earlier redemption or repayment to
be made in U.S. dollars will be made, in immediately available funds, upon
presentation of this Note at the Corporate Trust Office of U.S. Bank Trust
National Association in the City of Chicago, Illinois or its agency in the
Borough of Manhattan, The City of New York.
5
Payments of interest to be made in a currency or currency unit other than
U.S. dollars (other than interest on this Note due to the holder hereof on the
Maturity Date or date of redemption or repayment, if any) will be paid by wire
transfer of immediately available funds to a designated account maintained in
______________________________ or other jurisdiction acceptable to the
(Country of Specified Currency)
Company and the Trustee as shall have been designated at least 5 Business Days
prior to the Interest Payment Date by the registered holder of this Note on the
relevant Record Date. Payment in a currency, or currency unit, other than U.S.
dollars, of the principal and premium and interest, if any, on this Note due to
the holder hereof at maturity or upon any earlier redemption or repayment will
be made by wire transfer of immediately available funds to a designated account
maintained in ______________________________, or other jurisdiction acceptable
(Country of Specified Currency)
to the Company and the Trustee as shall have been designated at least 5
Business Days prior to the Stated Maturity by the registered holder of this
Note at maturity, provided that this Note is presented for surrender to the
Paying Agent in time for the Paying Agent to make such payment in such funds
in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made by filing
the appropriate information with the Trustee at its Corporate Trust Office or
agency in The City of New York or the City of Chicago, Illinois and, unless
revoked by written notice to the Paying Agent received by the Paying Agent on or
prior to the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth day preceding the Maturity Date or applicable date of
redemption or repayment, as the case may be, shall remain in effect with respect
to any further payments with respect to this Note payable to such holder.
The holder of any Note denominated in a Specified Currency other than U.S.
dollars may elect to receive payments in U.S. dollars by transmitting a written
request for such payment to the principal office of the paying agent (the
"Paying Agent") under the Indenture on or prior to the Record Date immediately
preceding any Interest Payment Date or at least fifteen calendar days prior to
the Maturity Date or date of redemption or repayment, if applicable. Such
request may be in writing (mailed or hand delivered) or by cable or telex or, if
promptly confirmed in writing, by other
6
form of facsimile transmission. The holder of any such Note may elect to receive
payment in U.S. dollars for all principal, premium and interest payments and
need not file a separate election for each payment. Any such election will
remain in effect until revoked by written notice to the Paying Agent, but
written notice of any such revocation must be received by the Paying Agent on or
prior to the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth calendar day preceding the Maturity Date or applicable
date of redemption or repayment.
If a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Trustee on or
before the requisite date or for any other reason, a notice will be mailed to
the holder at its registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within 5 Business Days of such receipt.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but any tax, assessment or governmental
charge imposed upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this Note is
payable in other than U.S. dollars and such Specified Currency is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on the basis of the
most recently available exchange rate as specified by the Exchange Rate Agent as
provided herein.
Any payment on this Note due on any day which is not a Business Day in The
City of New York (or if this Note is denominated in other than U.S. dollars,
which is not a Business Day in the country issuing the Specified Currency (or,
if this Note is denominated in euros, "Business Day" shall not include any day
that is a euro non-clearing day as determined by the Euro Banking Association in
Paris or a day on which the TARGET System, or any successor system is not open
for business)) need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on the due
date and no interest shall accrue for the period from and after such date.
7
Additional provisions of this Note are contained following the signature
lines and Certificate of Authentication hereof and such provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by an authorized
officer of the Trustee or its duly authorized agent under the Indenture referred
to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this instrument to be
signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred to in
the within-mentioned Indenture. By:
------------------------
[name]
[title]
U.S. BANK TRUST NATIONAL ASSOCIATION, f.k.a.
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:
--------------------
By:
----------------------------------------
Authorized Officer Assistant Secretary
OR
- --------------------------------------------- [SEAL]
as Authenticating Agent for the Trustee
By:
----------------------------------------
Authorized Officer
8
GENERAL MILLS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES F
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (the "Debt Securities"), all issued or
to be issued under and pursuant to an indenture dated as of February 1, 1996 as
supplemented (the "Indenture"), duly executed and delivered by the Company to
U.S. Bank Trust National Association, as Trustee (the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Debt Securities. As provided in the
Indenture, the Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and events of default, and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of the Debt Securities,
which series is limited in aggregate principal amount to $782,000,000,
designated as the Medium-Term Notes, Series F (the "Notes") of the Company. The
Notes may mature at different times, bear interest, if any, at different rates,
be redeemable at different times or not at all, be repayable at the option of
the holder at different times or not at all, be extendible and be denominated in
different currencies.
The interest rate in effect from the date of issue to the first Interest
Reset Date shall be the Initial Interest Rate specified above. Commencing with
the first Interest Reset Date specified above following the Original Issue Date
specified above, the rate at which interest on this Note is payable shall be
adjusted daily, weekly, monthly, quarterly, semi-annually or annually as
specified above under "Interest Rate Reset Period". Each such adjusted rate
shall be applicable from and including the Interest Reset Date to which it
relates to but not including the next succeeding Interest Reset Date or until
maturity, as the case may be. Subject to applicable provisions of law and except
as
9
specified herein, on each Interest Reset Date, the rate of interest on this Note
shall be the rate determined with respect to the Interest Determination Date
next preceding such Interest Reset Date in accordance with the provisions of the
applicable heading below.
DETERMINATION OF INTEREST RATE PER ANNUM FOR PRIME RATE NOTES. If the
Interest Rate Basis specified above is Prime Rate, the interest rate per annum
determined with respect to any Interest Reset Date means the rate set forth for
the relevant Prime Rate Interest Determination Date in H.15(519) under the
heading "Bank Prime Loan." In the event that such rate is not published prior to
9:00 a.m., New York City time, on the relevant Calculation Date, then the Prime
Rate with respect to such Interest Reset Date will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates Service (or
such other page as may replace the USPRIME1 page on that service for the purpose
of displaying prime rates or base lending rates of major United States banks)
("Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending rate
as in effect for such Prime Rate Interest Determination Date. If fewer than four
such rates appear on the Reuters Screen USPRIME1 Page on such Prime Rate
Interest Determination Date, the Prime Rate with respect to such Interest Reset
Date will be the arithmetic mean of the prime rates or base lending rates
(quoted on the basis of the actual number of days in the year divided by a
360-day year) as of the close of business on such Prime Rate Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent; PROVIDED, HOWEVER, that if fewer than three banks selected as
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Prime Rate with respect to such Interest Reset Date will be the Prime Rate
in effect on such Prime Rate Interest Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR LIBOR NOTES. If the Interest
Rate Basis specified above is LIBOR, the interest rate per annum determined with
respect to any Interest Reset Date will be determined by the Calculation Agent
in accordance with the following provisions:
(i) With respect to any Interest Determination Date relating to a Floating
Rate Note for which the interest rate is determined with reference to LIBOR (a
"LIBOR Interest Determination Date"), LIBOR will be either: (a) if "LIBOR
Reuters" is specified in the applicable Pricing Supplement,
10
the arithmetic mean of the offered rates (unless the Designated LIBOR Page by
its terms provides only for a single rate, in which case such single rate
shall be used) for deposits in the Index Currency having the Index Maturity
specified in such Pricing Supplement, commencing on the applicable Interest
Reset Date, that appear (or, if only a single rate is required as aforesaid,
appears) on the Designated LIBOR Page on Reuters Monitor Money Rates Service
as of 11:00 a.m., London time, on such LIBOR Interest Determination Date, or
(b) if "LIBOR Telerate" is specified in the applicable Pricing Supplement or
if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the
applicable Pricing Supplement as the method for calculating LIBOR, the rate
for deposits in the Index Currency having the Index Maturity specified in
such Pricing Supplement, commencing on such Interest Reset Date, that appears
on the Designated LIBOR Page on Telerate Data Service as of 11:00 a.m.,
London time, on such LIBOR Interest Determination Date. If fewer than two
such offered rates appear, or if no such rate appears, as applicable, LIBOR
on such LIBOR Interest Determination Date will be determined in accordance
with the provisions described in clause (ii) below.
(ii) If LIBOR with respect to a LIBOR Interest Determination Date is to be
determined pursuant to this clause (ii), the Calculation Agent will request the
principal London offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in the Index Currency
for the period of the Index Maturity designated in the applicable Pricing
Supplement, commencing on the second London Business Day immediately following
such LIBOR Interest Determination Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., or such other time specified in the applicable Pricing
Supplement, in the applicable Principal Financial Center (as defined below), on
such LIBOR Interest Determination Date by three major banks in such Principal
Financial Center selected by the Calculation Agent for loans in the
11
Index Currency to leading European banks, having the Index Maturity designated
in the applicable Pricing Supplement and in a principal amount that is
representative for a single transaction in such Index Currency in such market at
such time; PROVIDED, HOWEVER, that if the banks so selected by the Calculation
Agent are not quoting as mentioned in this sentence, LIBOR determined on such
LIBOR Interest Determination Date will be LIBOR in effect on such LIBOR Interest
Determination Date.
"Index Currency" means the currency (including composite currencies)
specified in the applicable Pricing Supplement as the currency for which LIBOR
shall be calculated. If no such currency is specified in the applicable Pricing
Supplement, the Index Currency shall be United States dollars.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to United
States dollars, Canadian dollars, Deutsche marks, Italian lira, Swiss francs,
Dutch guilders and euros, the Principal Financial Center shall be The City of
New York, Toronto, Frankfurt, Milan, Zurich, Amsterdam and Luxembourg,
respectively.
DETERMINATION OF INTEREST RATE PER ANNUM FOR TREASURY RATE NOTES. If the
Interest Rate Basis specified above is Treasury Rate, the interest rate per
annum determined with respect to any Interest Reset Date specified above means
the rate for the auction on the relevant Treasury Interest Determination Date of
direct obligations of the United States ("Treasury bills") having the specified
Index Maturity as published in H.15(519) under the heading "United States
Government Securities--Treasury Bills--auction average (investment)" or, if not
so published by 9:00 a.m., New York City time, on the relevant Calculation Date,
the auction average rate (expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as appropriate, and applied on a daily basis) for such
auction as otherwise announced by the United States Department of the Treasury.
In the event that the results of such auction of Treasury bills having the
specified Index Maturity are not published or reported as provided above by 3:00
p.m., New York City time, on such Calculation Date, or if no such auction is
held during such week, then the Treasury Rate shall be the rate set forth in
H.15(519) for the relevant Treasury Rate Interest Determination Date for the
specified Index Maturity under the heading "United States Government
Securities--Treasury Bills--Secondary Market." In the event such rate is not so
published by 3:00 p.m., New York City time, on the
12
relevant Calculation Date, the Treasury Rate with respect to such Interest Reset
Date shall be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as appropriate, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates as of approximately 3:30 p.m., New York City
time, on such Treasury Interest Determination Date, of three primary United
States government securities dealers in The City of New York selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the specified Index Maturity; PROVIDED, HOWEVER, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Treasury Rate with respect to such Interest
Reset Date will be the Treasury Rate in effect on such Treasury Interest
Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR COMMERCIAL PAPER RATE NOTES.
If the Interest Rate Basis specified above is Commercial Paper Rate, the
Interest Rate per annum determined with respect to any Interest Reset Date
specified above means the Money Market Yield (calculated as described below) of
the per annum rate (quoted on a bank discount basis) for the relevant Commercial
Paper Interest Determination Date for commercial paper having the specified
Index Maturity as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates" or any
successor publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper-Nonfinancial" In the event
that such rate is not published prior to 9:00 a.m. New York City time, on the
relevant Calculation Date, then the Commercial Paper Rate with respect to such
Interest Reset Date shall be the Money Market Yield of such rate on such
Commercial Paper Interest Determination Date for commercial paper having the
specified Index Maturity as available through the World-Wide Web site of the
Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h.15/update, or any successor publication
published by the Federal Reserve Bank of New York ("H.15 Daily Update") under
the heading "Commercial Paper-Nonfinancial." If by 3:00 p.m., New York City
time, on such Calculation Date such rate is not yet published in either
H.15(519) or H.15 Daily Update, the Commercial Paper Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered per annum rates
(quoted on a bank
13
discount basis), as of 11:00 a.m., New York City time, on such Commercial Paper
Interest Determination Date, of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for commercial paper of the
specified Index Maturity placed for an industrial issuer whose bond rating is
"AA," or the equivalent, from a nationally recognized statistical rating agency;
PROVIDED, HOWEVER, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the Commercial
Paper Rate with respect to such Interest Reset Date will be the Commercial Paper
Rate in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
360 x D
Money Market Yield = 100 x -------------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period from the Interest Reset Date to but excluding the next
Interest Reset Date, or Maturity, redemption or repayment date as appropriate.
DETERMINATION OF INTEREST RATE PER ANNUM FOR CD RATE NOTES. If the
Interest Rate Basis specified above is CD Rate, the Interest Rate per annum
determined with respect to any Interest Reset Date specified above means the
rate for the relevant CD Rate Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published in
H.15(519) under the heading "CDs (Secondary Market)." In the event that such
rate is not published prior to 9:00 a.m., New York City time, on the relevant
Calculation Date, then the CD Rate with respect to such Interest Reset Date
shall be the rate on such CD Rate Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published in H.15
Daily Update under the heading "CDs (secondary market)." If by 3:00 p.m., New
York City time, on such Calculation Date such rate is not published in either
H.15(519) or H.15 Daily Update, the CD Rate with respect to such Interest Reset
Date shall be calculated by the Calculation Agent and shall be
14
the arithmetic mean of the secondary market offered rates, as of 10:00 a.m., New
York City time, on such CD Rate Interest Determination Date, of three leading
nonbank dealers of negotiable U.S. dollar certificates of deposit in The City of
New York selected by the Calculation Agent for negotiable certificates of
deposit of major United States money market banks with a remaining maturity
closest to the specified Index Maturity in a denomination of U.S. $5,000,000;
PROVIDED, HOWEVER, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the CD Rate with
respect to such Interest Reset Date will be the CD Rate in effect on such CD
Rate Interest Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR FEDERAL FUNDS RATE NOTES. If
the Interest Rate Basis specified above is Federal Funds Rate, the Interest Rate
per annum determined with respect to any Interest Reset Date specified above
means the rate on the relevant Federal Funds Interest Determination Date for
Federal Funds as published in H.15(519) under the heading "Federal Funds
(Effective)." In the event that such rate is not published prior to 9:00 a.m.,
New York City time, on the relevant Calculation Date, then the Federal Funds
Rate with respect to such Interest Reset Date will be the rate on such Federal
Funds Interest Determination Date for Federal Funds as published in H.15 Daily
Update under the heading "Federal Funds (effective)." If by 3:00 p.m., New York
City time, on such Calculation Date such rate is not published in either
H.15(519) or H.15 Daily Update, the Federal Funds Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the rates, as of 9:00 a.m., New York City time, on such
Federal Funds Interest Determination Date, for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions in
The City of New York selected by the Calculation Agent; PROVIDED, HOWEVER, that
if fewer than three brokers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the Federal Funds Rate with respect to
such Interest Reset Date will be the Federal Funds Rate in effect on such
Federal Funds Interest Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR CMT RATE NOTES. If the
Interest Rate Basis specified above is the CMT Rate, the Interest Rate per annum
determined with respect to any CMT Interest Reset Date specified above means the
rate displayed on the Designated CMT Telerate Page
15
(as defined below) under the caption ". . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 p.m.," under
the column for the Designated CMT Maturity Index (as defined below) for (i) if
the Designated CMT Telerate Page is 7055, the rate on the related CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week or the month, as specified in the applicable Pricing Supplement, ended
immediately preceding the week or month (as applicable) in which the related CMT
Interest Determination Date occurs. If such rate is no longer displayed on the
relevant page, or is not displayed prior to 3:00 p.m., New York City time, on
the relevant Calculation Date, then the CMT Rate with respect to such CMT
Interest Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published, or, is not published by 3:00 p.m., New York City
time, on such Calculation Date, then the CMT Rate for such CMT Interest
Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate for the CMT
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 p.m., New York City time on
the CMT Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York selected by the Calculation
Agent (from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than
16
such Designated CMT Maturity Index minus one year. If the Calculation Agent
cannot obtain three such Treasury notes quotations, the CMT Rate for such CMT
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 p.m., New York City time, on the CMT
Interest Determination Date of three Reference Dealers in The City of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100,000,000. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such CMT
Interest Determination Date. If two Treasury notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the Treasury
note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated in the applicable Pricing Supplement (or any
other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no such page is specified in the applicable Pricing Supplement, the Designated
CMT Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement with respect to which the CMT
Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2 years.
17
Notwithstanding the foregoing, the interest rate per annum hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Interest Calculation Date.
The interest rate on this Note will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law
of general application.
At the request of the holder hereof, the Calculation Agent will provide to
the holder hereof the interest rate hereon then in effect and, if different, the
interest rate which will become effective as a result of a determination made on
the most recent Interest Determination Date with respect to this Note.
Interest payments hereon will include interest accrued to but excluding
the applicable Interest Payment Date; PROVIDED, HOWEVER, that if the rate at
which interest on this Note is payable shall be adjusted daily or weekly as
specified above under "Interest Rate Reset Period" and as determined in
accordance with the provisions hereof, interest payable on any Interest Payment
Date, other than interest payable on any date on which principal hereof is
payable, will include interest accrued to and including the Record Date next
preceding such Interest Payment Date. Accrued interest hereon from the Original
Issue Date or from the last date to which interest hereon has been paid, as the
case may be, shall be an amount calculated by multiplying the face amount hereof
by an accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factors calculated for each day from the Original Issue Date
or from the last date to which interest shall have been paid or duly provided
for, as the case may be, up to but not including the date for which accrued
interest is being calculated. The interest factor (expressed as a decimal
calculated to seven decimal places, without rounding) for each such day shall be
computed by dividing the interest rate per annum (expressed as a decimal
calculated to seven decimal places, without rounding) applicable to such day by
360 if the Interest Rate Basis specified above is Prime Rate, LIBOR, Commercial
Paper Rate, CD Rate, Federal Funds Rate, or by the actual number of days in the
year if the Interest Rate Basis specified above is Treasury Rate or CMT Rate.
18
If this Note is denominated in a currency or currency unit other than U.S.
dollars, any U.S. dollar amount to be received by a holder of this Note will be
based on the highest bid quotation (rounded to the nearest cent) in The City of
New York received by the Exchange Rate Agent as of 11:00 a.m., New York City
time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer of the Specified Currency for U.S.
dollars for settlement on such payment date, in an amount equal to the aggregate
amount of the Specified Currency payable to all holders of Notes electing to
receive U.S. dollar payments on such payment date and at which the applicable
dealer commits to execute a contract. If three such bid quotations are not
available, payments will be made in the Specified Currency. All currency
exchange costs associated with any payments in U.S. dollars will be borne by the
holder of the Note by deductions from such payments.
If the principal, premium (if any) or interest on this Note is payable in
a currency or currency unit other than U.S. dollars and, due to the imposition
of exchange controls or other circumstances beyond the control of the Company,
the Specified Currency is not available at the time of any scheduled payment of
principal, premium or interest to be made in the Specified Currency, then the
Company shall be entitled to satisfy its obligations hereunder by making such
payment in U.S. dollars. Any such payment shall be made on the basis of the noon
buying rate in The City of New York for cable transfers of the Specified
Currency as certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") on the first Business Day prior to such
payment, or if such Market Exchange Rate is not then available, on the basis of
the most recently available Market Exchange Rate. Any payment under such
circumstances in U.S. dollars where required payment is in a Specified Currency
will not constitute a default under the Indenture.
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
19
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
If so provided above under the heading "Redeemable on or after (at option
of Company)," this Note may be redeemed by the Company on and after the date so
indicated. On and after the date, if any, from which this Note may be redeemed,
this Note may be redeemed in whole or in part, at the option of the Company at a
redemption price equal to the product of the principal amount of this Note to be
redeemed multiplied by the Redemption Percentage. The Redemption Percentage
shall initially equal the Initial Redemption Percentage specified above, and
shall decline at each anniversary of the initial date that this Note is
redeemable by the amount of the Annual Redemption Percentage Reduction specified
above, until the Redemption Percentage is equal to 100%. Any redemption of this
Note shall be effected on not less than 30 nor more than 60 days' notice to the
holder hereof.
If so provided above, this Note will be repayable in whole or in part in
increments of $1,000 or, in the case of non-U.S. dollar denominated Notes, of an
amount equal to the integral multiples referred to under the heading "Authorized
Denominations" (or, if no such reference is made, an amount equal to the minimum
Authorized Denomination) provided that the remaining principal amount of any
Note surrendered for partial repayment shall be at least $100,000 or, in the
case of non-U.S. dollar denominated Notes, the minimum Authorized Denomination
referred to above, on any Business Day on or after the "Initial Date on Which
the Note is Repayable at the Option of the
20
Holder" (as stated above), at the option of the holder, at the repayment amount
specified above, plus accrued interest, if any, to the repayment date. In order
for the exercise of the option to be effective and the Notes to be repaid, the
Company must receive at the applicable address of the Paying Agent set forth
below or at such other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the fifteenth, but not
earlier than the twenty-fifth day, or, if such day is not a Business Day, the
next succeeding Business Day, prior to the repayment date, either (i) this Note,
with the form below entitled "Option to Elect Repayment" duly completed, or (ii)
a telegram, telex, facsimile transmission, or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting forth
(a) the name, address and telephone number of the holder of this Note, (b) the
principal amount of this Note and the amount of this Note to be repaid, (c) a
statement that the option to elect repayment is being exercised thereby, and (d)
a guarantee stating that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later than 5 Business
Days after the date of such telegram, telex, facsimile transmission or letter
(and this Note and form duly completed are received by the Company by such fifth
Business Day). Any such election shall be irrevocable. The addresses to which
such deliveries are to be made is U.S. Bank Trust National Association,
Attention: Corporate Trust Division, 111 East Wacker Drive, Suite 3000, Chicago,
Illinois 60601 (or, at such other places as the Company shall notify the holders
of the Notes). All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be determined by the
Company, whose determination will be final and binding.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations indicated above.
Global Notes (as specified above) may represent Notes in denominations of $1,000
and integral multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the City of Chicago, Illinois or in the
Borough of Manhattan, The City of New York, a new Note or Notes in authorized
denominations in the Specified Currency for an equal aggregate
21
principal amount and like interest rate and maturity will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture and to the limitations described below if applicable, without charge
except for any tax or other governmental charge imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Global Note or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company in its sole discretion determines that this Note shall
be exchangeable for definitive Notes in registered form or (z) an Event of
Default with respect to the Notes represented hereby has occurred and is
continuing. A Global Note shall be exchangeable into Notes issuable only in
denominations of $1,000 and integral multiples thereof. No Notes shall be
issuable in denominations of less than $1,000. If this Note is exchangeable
pursuant to the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same rate or pursuant
to the same formula, having the same date of issuance, redemption provisions, if
any, Specified Currency, Stated Maturity and other terms and of differing
denominations aggregating a like amount.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the places, at the respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any paying agent may deem and treat the
registered holder hereof as the absolute owner of this Note at such holder's
address as it appears on the Debt Security Register of the Company as kept by
the Trustee or duly authorized agent of the Company (whether or not this Note
shall be overdue), for the purpose of receiving payment of or on account hereof
and for all other purposes, and neither the Company nor the Trustee nor any
paying agent shall be affected by any notice to the contrary. All payments made
to or upon the order of such registered holder shall, to the extent of the sum
or sums paid, effectually satisfy and discharge liability for moneys payable on
this Note.
22
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in any indenture supplemental thereto or any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such personal
liability of every such incorporator, stockholder, officer and director, as
such, being expressly waived and released by the acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
23
-------------------------
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at
- -------------------------------------------------------------------------------
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the fifteenth, but not earlier than the twenty-fifth, day, or, if
such day is not a Business Day, the next succeeding Business Day, prior to the
repayment date, (i) this Note, with this "Option to Elect Repayment" form duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the holder of the Note, (b) the principal amount of the Note and the amount of
the Note to be repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the Note to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the Note
duly completed will be received by the Company not later than 5 Business Days
after the date of such telegram, telex, facsimile transmission or letter (and
such Note and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the
24
minimum Authorized Denomination)) which the holder elects to have repaid:
__________________________; and specify the denomination or denominations (which
shall be $1,000 or an integral multiple thereof or, if the Note is denominated
in a currency other than U.S. dollars, an Authorized Denomination) of the Note
or Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any specification, one such Note will be issued for
the portion not being repaid): __________________________.
Date:
------------------------------- ---------------------------------------
Notice: The signature to this Option
to Elect Repayment must correspond with
the name as written upon page 2 of the
Note in every particular without
alteration or enlargement or any other
change whatsoever.
25
---------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT-_____CUSTODIAN_______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ________________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
--------------------------------
/--------------------------------/---------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint ________________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.
Dated:
----------------------------------- ----------------------------------
----------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
26
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES F
Due Nine Months or more From Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation, to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
ORIGINAL ISSUE DATE: INTEREST RATE PER ANNUM: MATURITY DATE:
ISSUE PRICE: % REDEEMABLE ON OR AFTER: SPECIFIED CURRENCY
(AT OPTION OF THE (if other than
COMPANY) U.S. dollars):
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE: INITIAL REDEMPTION EXCHANGE RATE AGENT:
PERCENTAGE: (Only applicable if
Specified Currency is
other than U.S. dollars)
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
ANNUAL REDEMPTION PERCENTAGE DEFAULT RATE:
REDUCTION: (Only applicable if Note
issued at original issue
discount)
AUTHORIZED DENOMINATIONS: DEPOSITARY:
(Only applicable if Specified (Only applicable if Note
Currency is other than is a Global Note)
U.S. dollars)
SINKING FUND:
INTEREST PAYMENT DATES:
ORIGINAL ISSUE DISCOUNT SECURITY:
TOTAL AMOUNT OF OID: YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE YIELD FOR DEFAULT RATE:
SHORT ACCRUAL PERIOD: OID DEFAULT AMOUNT:
APPROXIMATE EXACT
OTHER TERMS:
GENERAL MILLS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), for value received,
hereby promises to pay to
_________________________________________________________________________, or
registered assigns, the principal sum of
_______________________________________________________ on the maturity date
shown above, or if such date is not a Business Day (as defined below), the next
succeeding Business Day (the "Maturity Date"), in the currency specified above
as at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest on said principal sum at the rate per annum
(computed on the basis of a 360-day year of twelve 30-day months) shown above,
in like currency, semi-annually on each Interest Payment Date set forth above
from and including the immediately preceding Interest Payment Date in respect of
which interest has been paid or duly
2
made available for payment (or from and including the date of issue, if no
interest has been paid or duly made available for payment) to but excluding the
applicable Interest Payment Date or Maturity Date, as the case may be PROVIDED,
HOWEVER, that the Company will make such payments in respect of non-U.S. dollar
denominated Notes in the Specified Currency indicated above in amounts
determined as set forth hereinbelow; PROVIDED, HOWEVER, that payments of
principal (and premium, if any) and interest on Notes denominated in other than
U.S. dollars will nevertheless be made in U.S. dollars (i) at the election of
the holder as provided herein and (ii) at the election of the Company in the
case of imposition of exchange controls or other circumstances beyond the
control of the Company as provided herein. Unless this Note is a Note which has
been issued upon transfer of, in exchange for, or in replacement of a
predecessor Note, interest on this Note shall accrue from the Original Issue
Date indicated above. If this Note has been issued upon transfer of, in exchange
for, or in replacement of a predecessor Note, interest on this Note shall accrue
from the last Interest Payment Date to which interest was paid on such
predecessor Note or, if no interest was paid on such predecessor Note, from the
Original Issue Date indicated above. The first payment of interest on a Note
originally issued and dated between a Record Date (as defined below) and an
Interest Payment Date will be due and payable on the Interest Payment Date
following the next succeeding Record Date to the registered owner on such next
succeeding Record Date.
The interest payable, and punctually paid or duly provided for, on any
Interest Payment Date will be paid to the Person in whose name this Security is
registered at the close of business on the fourteenth calendar day next
preceding such Interest Payment Date (each such date a "Record Date"). Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the holder on such Record Date and may either be paid to the Person
in whose name this Note is registered at the close of business on a special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to holders of Securities of this series
not less than 10 days prior to such special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the
3
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of interest on this Note due on any Interest Payment Date (other
than interest on this Note due to the holder hereof on the Maturity Date or a
redemption or repayment date, if any) to be made in U.S. dollars will be paid by
check mailed to the person entitled thereto at his or her last address as it
appears on the registry books of the Company or by wire transfer to such account
as may have been designated by such holder as set forth herein. Payment of the
principal of, premium, if any, and interest, if any, on this Note due to the
holder hereof at maturity or upon earlier redemption or repayment to be made in
U.S. dollars will be paid, in immediately available funds, upon presentation of
this Note at the Corporate Trust Office of U.S. Bank Trust National Association
in the City of Chicago, Illinois or its agency in the Borough of Manhattan, The
City of New York.
Payments of interest to be made in a currency or currency unit other than
U.S. dollars (other than interest on this Note due to the holder hereof on the
Maturity Date or date of redemption or repayment, if any) will be paid by wire
transfer of immediately available funds to a designated account maintained in
_________________________________________________ or other jurisdiction
(Country of Specified Currency)
acceptable to the Company and the Trustee as shall have been designated at least
5 Business Days prior to the Interest Payment Date by the registered holder of
this Note on the relevant Record Date. Payment in a currency or currency unit,
other than U.S. dollars, of the principal of and premium and interest, if any,
on this Note due to the holder hereof at maturity or upon any earlier redemption
or repayment will be made by wire transfer of immediately available funds to a
designated account maintained in _______________________________, or other
(Country of Specified Currency)
jurisdiction acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Stated Maturity by the
registered holder of this Note at maturity, provided that this Note is
presented for surrender to the Paying Agent in time for the Paying Agent to
make such payment in such funds in accordance with its normal procedures.
4
Any such designation for wire transfer purposes shall be made by filing
the appropriate information with the Trustee at its Corporate Trust Office or
agency in The City of New York or the City of Chicago, Illinois and, unless
revoked by written notice to the Paying Agent received by the Paying Agent on or
prior to the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth calendar day preceding the Maturity Date or applicable
date of redemption or repayment, as the case may be, shall remain in effect with
respect to any further payments with respect to this Note payable to such
holder.
The holder of any Note denominated in a Specified Currency other than U.S.
dollars may elect to receive payments in U.S. dollars by transmitting a written
request for such payment to the principal office of the paying agent under the
Indenture ("Paying Agent") on or prior to the Record Date immediately preceding
any Interest Payment Date or at least fifteen calendar days prior to the
Maturity Date or date of redemption or repayment, if applicable. Such request
may be in writing (mailed or hand delivered) or by cable or telex or, if
promptly confirmed in writing, by other form of facsimile transmission. The
holder of any such Note may elect to receive payment in U.S. dollars for all
principal, premium and interest payments, if any, and need not file a separate
election for each payment. Any such election will remain in effect until revoked
by written notice to the Paying Agent, but written notice of any such revocation
must be received by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth calendar day
preceding the Maturity Date or applicable date of redemption or repayment.
If a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Trustee on or
before the requisite date or for any other reason, a notice will be mailed to
the holder at its registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Trustee's receipt of such
designation, such payment will be made within 5 Business Days of such receipt.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but any tax, assessment or governmental
charge imposed upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
5
If the principal of (and premium, if any) or interest on this Note is
payable in other than U.S. dollars and such Specified Currency is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on the basis of the
most recently available exchange rate as specified by the Exchange Rate Agent as
provided herein.
Any payment on this Note due on any day which is not a Business Day in
The City of New York (or if this Note is denominated in other than U.S.
dollars, which is not a Business Day in the country issuing the Specified
Currency (or, if this Note is denominated in euros, "Business Day" shall not
include any day that is a euro non-clearing day as determined by the Euro
Banking Association in Paris or a day on which the trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor
system, is not open for business)) need not be made on such day, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the due date and no interest shall accrue for the period from and
after such date.
"Business Day" shall mean, as used herein with respect to any
particular location, each Monday, Tuesday, Wednesday, Thursday or Friday
which is (a) not a day on which banking institutions in The City of New York
generally are authorized or obligated by law, regulation or executive order
to close and (b) in the event that this Note is denominated in a Specified
Currency other than U.S. dollars, not a day on which banking institutions in
_________________________________________________________________ (or, if
(Principal Financial Center of Country of Specified Currency)
this Note is denominated in euros, "Business Day" shall not include any day
that is a euro non-clearing day as determined by the Euro Banking Association
in Paris or a day on which the TARGET System, or any successor system, is not
open for business) are authorized or obligated by law, regulation or
executive order to close.
6
Additional provisions of this Note are contained following the signature
lines and Certificate of Authentication hereof and such provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by an authorized
officer of the Trustee or its duly authorized agent under the Indenture referred
to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this instrument to be
signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon. Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred
to in the within-mentioned
Indenture. By:
---------------------
[name]
[title]
U. S. BANK TRUST NATIONAL ASSOCIATION, f. k. a.
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:
By: -----------------
--------------------------------------
Authorized Officer Assistant Secretary
OR
- ------------------------------------------- [SEAL]
as Authenticating Agent for the Trustee
By:
--------------------------------------
Authorized Officer
7
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES F
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (the "Debt Securities"), all issued or
to be issued under and pursuant to an indenture dated as of February 1, 1996
(the "Indenture"), duly executed and delivered by the Company to U.S. Bank Trust
National Association, as Trustee (the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, duties and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Debt Securities. As provided in the Indenture,
the Debt Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to
different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different covenants and
events of default, and may otherwise vary as in the Indenture provided or
permitted. This Note is one of a series of the Debt Securities, which series is
limited in aggregate principal amount to $782,000,000 designated as the
Medium-Term Notes, Series F (the "Notes") of the Company. The Notes may mature
at different times, bear interest, if any, at different rates, be redeemable at
different times or not at all, be repayable at the option of the holder at
different times or not at all, be issued at an original issue discount, be
extendable and be denominated in different currencies.
If this Note is denominated in a currency or currency unit other than U.S.
dollars, any U.S. dollar amount to be received by a holder of this Note will be
based on the highest bid quotation (rounded to the nearest cent) in The City of
New York received by the Exchange Rate Agent as of 11:00 A.M., New York City
time, on the first Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for
8
the purchase by the quoting dealer of the Specified Currency for U.S.
dollars for settlement on such payment date, in an amount equal to the aggregate
amount of the Specified Currency payable to all holders of Notes electing to
receive U.S. dollar payments on such payment date and at which the applicable
dealer commits to execute a contract. If three such bid quotations are not
available, payments will be made in the Specified Currency. All currency
exchange costs associated with any payments in U.S. dollars will be borne by the
holder of the Note by deductions from such payments.
If the principal, premium (if any) or interest on this Note is payable in
a currency or currency unit other than U.S. dollars and, due to the imposition
of exchange controls or other circumstances beyond the control of the Company,
the Specified Currency is not available at the time of any scheduled payment of
principal or interest to be made in the Specified Currency, then the Company
shall be entitled to satisfy its obligations hereunder by making such payment in
U.S. dollars. Any such payment shall be made on the basis of the noon buying
rate in The City of New York for wire transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Market Exchange Rate") on the first Business Day prior to such payment, or if
such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate. Any payment under such circumstances in
U.S. dollars where required payment is in a Specified Currency will not
constitute a default under the Indenture.
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the
9
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
If so provided above under the heading "Redeemable on or after (at option
of the Company)," this Note may be redeemed by the Company on and after the date
so indicated. On and after the date, if any, from which this Note may be
redeemed, this Note may be redeemed in whole or in part, at the option of the
Company at a redemption price equal to the product of the principal amount of
this Note to be redeemed multiplied by the Redemption Percentage. The Redemption
Percentage shall initially equal the Initial Redemption Percentage specified
above, and shall decline at each anniversary of the initial date that this Note
is redeemable by the amount of the Annual Redemption Percentage Reduction
specified above, until the Redemption Percentage is equal to 100%. Any
redemption of this Note shall be effected on not less than 30 nor more than 60
days' notice to the holder hereof.
If so provided above, this Note will be repayable in whole or in part in
increments of $1,000 or, in the case of non-U.S. dollar denominated Notes, of an
amount equal to the integral multiples referred to under the heading "Authorized
Denominations" provided that the remaining principal amount of any Note
surrendered for partial repayment shall be at least $100,000, or, in the case of
non-U.S. dollar denominated Notes, the minimum Authorized Denomination referred
to above, on any Business Day on or after the "Initial Date on Which the Note is
Repayable at the Option of the Holder" (as stated above), at the option of the
holder, at 100% of the principal amount to be repaid, plus accrued interest, if
any, to the repayment date. In order for the exercise of the option to be
effective and the Notes to be repaid, the Company must receive at the applicable
address of the Paying Agent set forth below or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the fifteenth, but not earlier than the
10
twenty-fifth calendar day, or, if such day is not a Business Day, the next
succeeding Business Day, prior to the repayment date, either (i) this Note, with
the form below entitled "Option to Elect Repayment" duly completed, or (ii) a
telegram, telex, facsimile transmission, or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting forth
(a) the name, address and telephone number of the holder of this Note, (b) the
principal amount of this Note and the amount of this Note to be repaid, (c) a
statement that the option to elect repayment is being exercised thereby, and (d)
a guarantee stating that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later than 5 Business
Days after the date of such telegram, telex, facsimile transmission or letter
(and this Note and form duly completed are received by the Company by such fifth
Business Day). Any such election shall be irrevocable. The address to which such
deliveries are to be made is U.S. Bank Trust National Association, Attention:
Corporate Trust Division, 111 East Wacker Drive, Suite 3000, Chicago, Illinois
60601 (or, at such other places as the Company shall notify the holders of the
Notes). All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be determined by the
Company, whose determination will be final and binding.
If this Note is issued with an original issue discount, (i) if an Event of
Default with respect to the Notes shall have occurred and be continuing, the
amount of principal of this Note which may be declared due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture,
shall be determined in the manner set forth under the heading "OID Default
Amount" above, and (ii) in the case of a default of payment in principal upon
acceleration, redemption, repayment at the option of the holder or at the stated
maturity hereof, in lieu of any interest otherwise payable, the overdue
principal of this Note shall bear interest at a rate of interest per annum equal
to the Default Rate stated above (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
acceleration, redemption, repayment at the option of the holder or stated
maturity, as the case may be, to the date payment
11
has been made or duly provided for or such default has been waived in accordance
with the terms of the Indenture.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations indicated above.
Global Notes (as specified above) may represent Notes in denominations of $1,000
and integral multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the City of Chicago, Illinois or in the
Borough of Manhattan, The City of New York, a new Note or Notes in authorized
denominations in the Specified Currency for an equal aggregate principal amount
and like interest rate and maturity will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture and to the
limitations described below if applicable, without charge except for any tax or
other governmental charge imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Global Note or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company in its sole discretion determines that this Note shall
be exchangeable for definitive Notes in registered form or (z) an Event of
Default with respect to the Notes represented hereby has occurred and is
continuing. A Global Note shall be exchangeable into Notes issuable only in
denominations of $1,000 and integral multiples thereof. No Notes shall be
issuable in denominations of less than $1,000. If this Note is exchangeable
pursuant to the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same rate or pursuant
to the same formula, having the same date of issuance, redemption provisions, if
any, Specified Currency, Stated Maturity and other terms and of differing
denominations aggregating a like amount.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of
12
and interest on this Note at the places, at the respective times, at the rate
and in the currency herein prescribed.
The Company, the Trustee and any paying agent may deem and treat the
registered holder hereof as the absolute owner of this Note at such holder's
address as it appears on the registration books of the Company as kept by the
Trustee or duly authorized agent of the Company (whether or not this Note shall
be overdue), for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee nor any paying
agent shall be affected by any notice to the contrary. All payments made to or
upon the order of such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable on this
Note.
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in any indenture supplemental thereto or any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such personal
liability of every such incorporator, stockholder, officer and director, as
such, being expressly waived and released by the acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
13
-------------------------
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at
- -------------------------------------------------------------------------------
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business Day, the next succeeding Business Day, prior
to the repayment date, (i) this Note, with this "Option to Elect Repayment" form
duly completed, or (ii) a telegram, telex, facsimile transmission, or letter
from a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the holder of the Note, (b) the principal amount of the Note and the amount of
the Note to be repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the Note to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the Note
duly completed will be received by the Company not later than 5 Business Days
after the date of such telegram, telex, facsimile transmission or letter (and
such Note and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to above under the
14
heading "Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination)) which the holder elects
to have repaid: __________________________; and specify the denomination or
denominations (which shall be $1,000 or an integral multiple thereof or, if
the Note is denominated in a currency other than U.S. dollars, an Authorized
Denomination) of the Note or Notes to be issued to the holder for the portion
of the within Note not being repaid (in the absence of any specification, one
such Note will be issued for the portion not being repaid):
__________________________.
Date:
---------------------------------- ------------------------------------
Notice: The signature to this
Option to Elect Repayment must
correspond with the name as
written upon page 2 of the Note in
every particular without alteration
or enlargement or any other change
whatsoever.
15
---------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--___CUSTODIAN____
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ----------------------------------
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
----------------
/----------------/-------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint _______________________________________ attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
Dated:
---------------------- --------------------------------------
--------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
16
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
INDEXED MEDIUM-TERM NOTE, SERIES F
Due Nine Months or more from Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company (and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of The Depository Trust Company), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
ORIGINAL ISSUE DATE: REFERENCE INTEREST RATE: BASE INTEREST RATE:
MATURITY DATE: INTEREST PAYMENT DATES:
REDEEMABLE ON OR AFTER: INITIAL REDEMPTION PERCENTAGE: ANNUAL REDEMPTION PERCENTAGE
1
(AT OPTION OF THE COMPANY) REDUCTION:
INITIAL DATE ON WHICH THE NOTE IS REPAYABLE AT THE OPTION OF THE HOLDER:
INITIAL REPAYMENT PERCENTAGE: ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
FACE AMOUNT: DENOMINATIONS: DETERMINATION AGENT:
----- and integral multiples of
----- in excess thereof DEPOSITARY (only applicable if Note
is a Global Note):
EXCHANGE RATE AGENT (if other than
Continental Bank, National Association): SETTLEMENT CURRENCY: INITIAL SPOT RATE:
INDEXED CURRENCY OR COMMODITY:
INITIAL INTEREST RATE: BASE CURRENCY:
CURRENCY ( )
----- -----
METAL ( ) OIL
----- -----
DIVISOR: INDEXED COMPONENT
BASE RATE ___ PRINCIPAL ONLY ___ INTEREST ONLY
TYPE OF NOTE:
OPTION FACTOR: MAXIMUM ADJUSTMENT: __ OPTION TYPE
__FUTURES TYPE
SINKING FUND:
OTHER TERMS:
GENERAL MILLS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company") for value received,
hereby promises to pay to
- ------------------------------------------------------------------------------,
or registered assigns, on the Maturity Date specified above, the face amount
specified above if the Indexed Component specified above is Interest Only, or
the sum of the Face Amount and amount (which may be a negative number)
determined as described
2
below (the "Principal Adjustment") if the Indexed Component is Principal Only,
and to pay interest on the Face Amount, at the rate described below, from and
including the immediately preceding Interest Payment Date in respect of which
interest has been paid or duly made available for payment (or from and including
the date of issue, if no interest has been paid or duly made available for
payment) to but excluding the applicable Interest Payment Date or Maturity Date,
as the case may be. Interest will be paid semi-annually on the Interest Payment
Dates specified above in each year, and on the Maturity Date, commencing on the
Interest Payment Date next succeeding the Original Issue Date (unless the
Original Issue Date occurs between a Record Date (as defined below) and an
Interest Payment Date, in which case the first payment of interest will be due
and payable on the Interest Payment Date following the next succeeding Record
Date to the registered owner on such next succeeding Record Date), until the
principal hereof is paid or duly made available for payment. The interest
payable, and punctually paid or duly provided for, on any Interest Payment Date
will be paid to the Person in whose name this Security is registered at the
close of business on the fifteenth calendar day next preceding such Interest
Payment Date (each such date a "Record Date"). Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Record Date and may either be paid to the Person in whose name
this Note is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
maybe required by such exchange, all as more fully provided in said Indenture.
The principal of this Note will be payable in the Settlement Currency
shown above (which shall be U.S. dollars if the Indexed Currency or Commodity
specified above is either a metal or oil) in an amount equal to the Face Amount
hereof, plus, if the Indexed Component is Principal Only, a Principal
Adjustment, which may be a negative number; PROVIDED, that the principal shall
be no less than zero and no greater than the sum of (i) the Face Amount and (ii)
the product of the Face
3
Amount and the Maximum Adjustment, if any, specified above. If no Maximum
Adjustment is specified, there shall be no upward limitation on the amount of
principal payable hereunder.
The Principal Adjustment shall be an amount, rounded upwards to the
nearest unit or subunit of the Settlement Currency, equal to the product of (a)
the Face Amount, (b) the quotient of (i) the Spot Rate (as defined below) minus
the Base Rate (each as specified above) divided by (ii) the Divisor specified
above and (c) the Option Factor specified above; PROVIDED, that if this Note is
specified above to be an "Option Type" Note, and either (x) the Initial Spot
Rate specified above is greater than the Base Rate and the amount in clause (b)
of this sentence is a negative number, or (y) the Base Rate is greater than the
Initial Spot Rate, and the amount in clause (b) of this sentence is a positive
number, then the Principal Adjustment shall be zero.
If the Indexed Component is Principal Only, the interest rate on the Face
Amount of this Note will be the Reference Interest Rate set forth above. If the
Indexed Component is Interest Only, the interest rate on the Face Amount of this
Note applicable to any period will be a rate equal to the Base Interest Rate
specified above plus an amount determined as described below (the "Interest Rate
Adjustment"), which may be a negative number, calculated with respect to the
Interest Payment Date falling on or next following the first day of such period
or, in the case of the first interest payment period, the Original Issue Date;
PROVIDED, that if an Initial Interest Rate is specified above, the interest rate
applicable to the period from the Original Issue Date to the first Interest
Payment Date will be such Initial Interest Rate; PROVIDED, FURTHER, that the
interest rate on the Face Amount of this Note will at no time be less than 0% or
greater than the product of the Reference Interest Rate and the Maximum
Adjustment, if any, specified above. Subject to applicable law, if no Maximum
Adjustment is specified, there shall be no limitation on the interest rate on
the Face Amount of this Note.
The Interest Rate Adjustment shall be a rate, rounded upwards to the
nearest thousandth of a percentage point, equal to the product of (a) the
Reference Interest Rate, (b) the quotient of (i) the Spot Rate minus the Base
Rate divided by (ii) the Divisor, and (c) the Option Factor; PROVIDED, that if
4
this Note is specified above to be an "Option Type" Note and either (x) the
Initial Spot Rate is greater than the Base Rate and the amount in clause (b) of
this sentence is a negative number, or (y) the Base Rate is greater than the
Initial Spot Rate and the amount in clause (b) of this sentence is a positive
number, then the Interest Rate Adjustment shall be zero.
The "Spot Rate" is, with respect to the Original Issue Date, the Initial
Spot Rate specified above, and, with respect to any other date, the price for
the Indexed Currency or Commodity, determined in connection with the date (the
"Reference Date") which is, in the case of the determination of the Principal
Adjustment, the Maturity Date or, in the case of the determination of the
Interest Rate Adjustment for any interest payment period, the Interest Payment
Date next preceding such interest payment period, by the Determination Agent
specified above, to be the open market spot price in U.S. dollars for an amount
of the Indexed Currency or Commodity equivalent in value (as of the Original
Issue Date) to the Face Amount of this Note, such spot price to be determined
(unless otherwise agreed to by the holder of this Note, the Company and the
Determination Agent) by reference to (a) in the case of currency, the offered
price for such currency at 11:00 A.M., New York time, on the Determination Date
(as defined below); (b) in the case of metals other than copper, the afternoon
fixing for the specified metal on the London Bullion Market on the Determination
Date; and (c) in the case of copper or oil, the average of settlement prices on
the Commodity Exchange, Inc. or New York Mercantile Exchange, respectively, for
the most current delivery month then trading for, in the case of copper, the
copper contract or, in the case of oil, the "Light Sweet" Crude Oil Futures
Contract, Cushing, Oklahoma Delivery", in each case for the five Trading Days
(as defined below) preceding the relevant Determination Date. The "Determination
Date" will be the date which is (x) two Business Days prior to the Reference
Date, if the Indexed Currency or Commodity is a currency and the Indexed
Component is Principal Only, (y) two Trading Days prior to the Reference Date,
if the Indexed Currency or Commodity is either a metal or oil, and the Indexed
Component is Principal Only, and (z) the Trading Day next preceding the day
which is two Business Days prior to the Reference Date, if the Indexed Component
is Interest Only. As used
5
herein, a "Business Day" is (a) each Monday, Tuesday, Wednesday, Thursday or
Friday, which is not a day on which banking institutions in The City of New
York, generally are authorized or obligated by law, regulation or executive
order to close and (b) if this Note is denominated in a Settlement Currency
other than U.S. dollars, not a day on which banking institutions in
______________________________________________________________
(Principal Financial Center of Country of Settlement Currency)
(or, if this Note is denominated in euros, "Business Day" shall not include
any day that is a euro non-clearing day as determined by the Euro Banking
Association in Paris or a day on which the trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System, or any successor system,
is not open for business) are authorized or obligated by law, regulation or
executive order to close; a "Trading Day" is any Business Day on which trades
are made and prices are quoted for the Indexed Currency or Commodity.
For purposes of determining the Principal Adjustment or Interest
Adjustment hereunder, any Base Rate, Spot Rate, Initial Spot Rate or Divisor
shall be stated in terms of units of the Base Currency specified above (or, if
no Base Currency is specified, U.S. dollars) per unit of the Indexed Currency or
Commodity.
Interest payments for this Note will include interest accrued to but
excluding the Interest Payment Dates. Interest shall be calculated on the basis
of a 360-day year consisting of twelve 30-day months.
Payment of interest on this Note due on any Interest Payment Date (other
than interest on this Note due to the holder hereof on the Maturity Date or a
redemption or repayment date, if any) to be made in U.S. dollars will be paid by
check mailed to the person entitled thereto at his or her last address as it
appears on the registry books of the Company or by wire transfer to such account
as may have been designated by such holder as set forth herein. Payment of the
principal, as adjusted by any Principal Adjustment described above, premium, if
any, and interest, if any, on this Note due to the holder hereof at maturity or
upon earlier redemption or repayment to be made in U.S. dollars
6
will be paid, in immediately available funds, upon presentation of this Note at
the Corporate Trust Office of U.S. Bank Trust National Association in the City
of Chicago, Illinois or its agency in the Borough of Manhattan, The City of New
York.
Payments of interest to be made in a currency or currency unit other than
U.S. dollars (other than interest on this Note due to the holder hereof on the
Maturity Date or date of redemption or repayment, if any) will be paid by wire
transfer of immediately available funds to a designated account maintained in or
other jurisdiction _________________________________________
(Country of Settlement Currency)
acceptable to the Company and the Trustee as shall have been designated at least
5 Business Days prior to the Interest Payment Date by the registered holder of
this Note on the relevant Record Date. Payment in a currency or currency unit,
other than U.S. dollars, of the principal, as adjusted, of, and premium, if any,
and interest, if any, on this Note due to the holder hereof at the Maturity Date
or upon any earlier redemption or repayment will be made by wire transfer of
immediately available funds to a designated account maintained in
___________________________________, or other
(Country of Settlement Currency)
jurisdiction acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Stated Maturity by the
registered holder of this Note at maturity, provided that this Note is presented
for surrender to the Paying Agent in time for the Paying Agent to make such
payment in such funds in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made by filing
the appropriate information with the Trustee at its Corporate Trust Office in
The City of New York or the City of Chicago, Illinois and, unless revoked by
written notice to the Paying Agent received by the Paying Agent on or prior to
the Record Date immediately preceding the applicable Interest Payment Date or
the fifteenth calendar day preceding the Maturity Date or fifteenth calendar day
preceding the applicable date of redemption or repayment, as the case may be,
shall remain in effect with respect to any further payments with respect to this
Note payable to such holder.
7
If a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Trustee on or
before the requisite date or for any other reason, a notice will be mailed to
the holder at its registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within 5 Business Days of such receipt.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but any tax, assessment or governmental
charge imposed upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this Note is
payable in other than U.S. dollars and such Settlement Currency is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on the basis of the
most recently available exchange rate as specified by the Exchange Rate Agent as
provided herein.
Any payment on this Note due on any day which is not a Business Day in
The City of New York (or if this Note is denominated in other than U.S.
dollars, which is not a Business Day in the country issuing the Settlement
Currency (or, if this Note is denominated in euros, "Business Day" shall not
include any day that is a euro non-clearing day as determined by the Euro
Banking Association in Paris or a day on which the (TARGET) System, or any
successor system, is not open for business)) need not be made on such day,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the due date and no interest shall accrue for the period
from and after such date.
Additional provisions of this Note are contained hereinbelow and such
provisions shall for all purposes have the same effect as though fully set forth
at this place.
This Note shall not be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by an authorized
officer of the Trustee or its duly authorized agent under the Indenture referred
to hereinbelow.
8
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this instrument to be
signed by its duly authorized officer and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated: GENERAL MILLS, INC.
-------------------
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION By:
---------------------------
This is one of the series [name]
designated therein referred [title]
to in the within-mentioned
Indenture.
Attest:
------------------------
Assistant Secretary
[SEAL]
U.S. BANK TRUST NATIONAL ASSICIATION, f.k.a.
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
By:
----------------------------
Authorized Officer
or
- ------------------------------,
as Authenticating Agent
for the Trustee
By:
----------------------------
Authorized Officer
9
GENERAL MILLS, INC.
INDEXED MEDIUM-TERM NOTE, SERIES F
Due Nine Months or more from Date of Issue
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (the "Debt Securities"), all issued or
to be issued under and pursuant to an indenture dated as of February 1, 1996, as
supplemented (the "Indenture"), duly executed and delivered by the Company to
U.S. Bank Trust National Association, as Trustee (the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Debt Securities. As provided in the
Indenture, the Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and events of default, and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of the Debt Securities,
which series is limited in aggregate principal amount to $782,000,000 designated
as the Medium-Term Notes, Series F (the "Notes") of the Company. The Notes may
mature at different times, bear interest, if any, at different rates, be
redeemable at different times or not at all, be repayable at the option of the
holder at different times or not at all, be issued at an original issue
discount, be extendible and be denominated in different currencies.
Payment of the principal of, and premium, if any, and interest on this
Note shall be made in the Settlement Currency shown above; PROVIDED, HOWEVER,
that if the Settlement Currency shown above is a currency or currency unit other
than U.S. dollars, payment of the principal of, and premium, if any, and
interest on this Note shall be made in U.S. dollars (i) if the paying agent
under the Indenture (the "Paying Agent") has received at its principal office,
on or prior to the relevant Record Date or
10
the date 15 days prior to the Maturity Date, as the case may be, from the
registered holder of this Note a written election for such payment in U.S.
dollars, (ii) at the election of the Company in the case of the imposition of
exchange controls or other circumstances beyond the control of the Company as
described in the second following paragraph and (iii) mandatorily if the Indexed
Currency or Commodity specified above is a metal or oil. An election under the
preceding sentence may be made in writing (mailed or hand delivered) or by
cable, telex or other form of facsimile transmission. Any such election made
with respect to this Note by a registered holder shall remain in effect with
respect to any further payments of interest and premium, if any, on and
principal of this Note payable to such holder, unless such election is revoked
on or prior to the relevant Record Date or the date 15 days prior to the
Maturity Date or applicable date of redemption or repayment, as the case may be.
Subject to the following sentence, if the Settlement Currency is other
than the Base Currency, the amount of Settlement Currency to be received by the
holder of this Note on any payment date shall be equal to the quotient of (i)
the amount of Base Currency then due and payable on this Note divided by (ii)
the spot exchange rate for the Settlement Currency versus the Base Currency
based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent (as defined below) on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) for the purchase by the quoting dealer of
the Base Currency for the Settlement Currency for settlement on such payment
date in the aggregate amount of Base Currency payable to all holders of Notes
other than those holders electing to receive U.S. dollar payments, and at which
such dealer commits to execute a contract, at 11:00 A.M., New York City time, on
such day. If the holder of this Note transmits a written election for payment of
the principal of, and premium, if any, and interest on this Note in accordance
with the second sentence of the next preceding paragraph, the U.S. dollar amount
to be received by the holder of this Note shall be based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent (as
defined below) as of 11:00 A.M., New
11
York City time, on the second Business Day next preceding the applicable payment
date from three recognized foreign exchange dealers (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer of the Settlement
Currency for U.S. dollars for settlement on such payment date in the aggregate
amount of the Settlement Currency payable to all holders of Notes electing to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. If three such bid quotations are not available on the second
Business Day preceding the date of payment of principal of, and premium, if any,
or interest on this Note, such payment will be made in the Settlement Currency.
All currency exchange costs associated with any payment in U.S. dollars on this
Note shall be borne by the holder hereof by deductions from such payment.
Notwithstanding the above, if the Settlement Currency shown above is a
currency or currency unit other than U.S. dollars, and such Settlement Currency
is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company shall be entitled
to satisfy its obligations to the holder of this Note by making such payment in
U.S. dollars. Any such payment shall be made on the basis of the noon buying
rate in The City of New York for cable transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Market Exchange Rate") on the first Business Day prior to such payment, or if
such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate. Any payment made under such
circumstances in U.S. dollars where the required payment is in other than U.S.
dollars will not constitute default under the Indenture.
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the
12
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
If so provided above under the heading "Redeemable on or after (at option
of the Company)," this Note may be redeemed by the Company on and after the date
so indicated. On and after the date, if any, from which this Note may be
redeemed, this Note may be redeemed in whole or in part, at the option of the
Company at a redemption price equal to the product of the principal amount of
this Note to be redeemed multiplied by the Redemption Percentage. The Redemption
Percentage shall initially equal the Initial Redemption Percentage specified
above, and shall decline at each anniversary of the initial date that this Note
is redeemable by the amount of the Annual Redemption Percentage Reduction
specified above, until the Redemption Percentage is equal to 100%. Any
redemption of this Note shall be effected on not less than 30 nor more than 60
days' notice to the holder hereof.
If so provided above, this Note will be repayable in whole or in part in
increments of $1,000 or, in the case of non-U.S. dollar denominated Notes, of an
amount equal to the integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination) provided that the remaining principal
amount of any Note surrendered for partial repayment shall be at least $100,000
or, in the case of non-U.S. dollar denominated Notes, the minimum Authorized
Denomination referred to above, on any
13
Business Day on or after the "Initial Date on Which the Note is Repayable at the
Option of the Holder" (as stated above), at the option of the holder, at 100% of
the principal amount to be repaid, plus accrued interest, if any, to the
repayment date. In order for the exercise of option to be effective and the
Notes to be repaid, the Company must receive at the applicable address of the
Paying Agent set forth below or at such other place or places of which the
Company shall from time to time notify the holder of the within Note, on or
before the fifteenth, but not earlier than the twenty-fifth calendar day, or, if
such day is not a Business Day, the next succeeding Business Day, prior to the
repayment date, either (i) this Note, with the form below entitled "Option to
Elect Repayment" duly completed, or (ii) a telegram, telex, facsimile
transmission, or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States of America setting forth (a) the name, address, and
telephone number of the holder of this Note, (b) the principal amount of this
Note and the amount of this Note to be repaid, (c) a statement that the option
to elect repayment is being exercised thereby, and (d) a guarantee stating that
the Company will receive this Note, with the form below entitled "Option to
Elect Repayment" duly completed, not later than five Business Days after the
date of such telegram, telex, facsimile transmission, or letter (and this Note
and form duly completed are received by the Company by such fifth Business Day).
Any such election shall be irrevocable. The address to which such deliveries are
to be made is: U.S. Bank Trust National Association, Attention: Corporate Trust
Division, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601, or, at
such other places as the Company shall notify the holders of the Notes. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Note for repayment will be determined by the Company, whose
determination will be final and binding.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations indicated on the face
hereof. Global Notes (as specified above) may represent Notes in denominations
of $1,000 and integral multiples thereof, and corresponding amounts in the
14
Specified Currency. Upon due presentment for registration of transfer of this
Note at the office or agency of the Company in the City of Chicago, Illinois or
in the Borough of Manhattan, The City of New York, a new Note or Notes in
authorized denominations in the Specified Currency for an equal aggregate
principal amount and like interest rate and maturity will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture and to the limitations described below if applicable, without charge
except for any tax or other governmental charge imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Global Note or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company in its sole discretion determines that this Note shall
be exchangeable for definitive Notes in registered form or (z) an Event of
Default with respect to the Notes represented hereby has occurred and is
continuing. A Global Note shall be exchangeable into Notes issuable only in
denominations of $1,000 and integral multiples thereof. No Notes shall be
issuable in denominations of less than $1,000. If this Note is exchangeable
pursuant to the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same rate or pursuant
to the same formula, having the same date of issuance, redemption provisions, if
any, Specified Currency, Stated Maturity and other terms and of differing
denominations aggregating a like amount.
No reference herein to the Indenture and no provisions of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the places, at the respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any Paying Agent may deem and treat the
registered holder hereof as the absolute owner of this Note at such holder's
address as it appears on the registration books of the Company as kept by the
Trustee or duly authorized agent of the Company (whether or
15
not this Note shall be overdue), for the purpose of receiving payment of or on
account hereof and for all other purposes, and neither the Company nor the
Trustee nor any Paying Agent shall be affected by any notice to the contrary.
All payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
moneys payable on this Note.
No recourse under or upon any obligations, covenant or agreement contained
in the Indenture or in any indenture supplemental thereto or any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statue or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such personal
liability of every such incorporator, stockholder, officer and director, as
such, being expressly waived and released by the acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
16
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at
- -------------------------------------------------------------------------------
(Please print or type name and address of the undersigned)
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business day, the next succeeding Business Day, prior
to the repayment date, (i) this Note, with this "Option to Elect Repayment" form
duly completed, or (ii) a telegram, telex, facsimile transmission, or letter
from a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address, and telephone number of
the holder of the Note, (b) the principal amount of the Note and the amount of
the Note to be repaid; (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the Note to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the Note
duly completed will be received by the Company not later than five Business Days
after the date of such telegram, telex, facsimile transmission, or letter (and
such Note and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a
17
currency other than U.S. dollars, of an amount equal to the integral multiples
referred to above under the heading "Authorized Denominations" (or, if no such
reference is made, an amount equal to the minimum Authorized Denomination) which
the holder elects to have repaid: _______________; and specify the denomination
or denominations (which shall be $1,000 or an integral multiple of thereof or,
if the Note is denominated in a currency other than U.S. dollars, an Authorized
Denomination) of the Note or Notes to be issued to the holder for the portion of
the within Note not being repaid (in the absence of any specification, one such
Note will be issued for the portion not being repaid):___________________.
Date:
------------------------------------
Notice: The signature to this Option
to Elect Repayment must correspond
with the name as written upon page 3
of the Note in every particular
without alteration or enlargement or
any other change whatsoever.
18
---------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--___CUSTODIAN___
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ---------------------------------
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
- ----------------
/------------------/-----------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint _______________________________
________________________________________ attorney to transfer said Note on the
books of the Company, with full power of substitution in the premises.
Dated:
------------------------------ --------------------------------
--------------------------------
NOTICE: The signature to this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change
whatever.
19
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE AMORTIZING NOTE, SERIES F
Due Nine Months or more From Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
ORIGINAL ISSUE DATE: INTEREST RATE PER ANNUM: MATURITY DATE:
ISSUE PRICE: % REDEEMABLE ON OR AFTER: SPECIFIED CURRENCY
(AT OPTION OF THE (if other than
COMPANY) U.S. dollars):
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE: INITIAL REDEMPTION EXCHANGE RATE AGENT:
PERCENTAGE: (Only applicable if
Specified Currency is
other than U.S. dollars)
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
ANNUAL REDEMPTION PERCENTAGE DEFAULT RATE:
REDUCTION: (Only applicable if Note
issued at original issue
discount)
AUTHORIZED DENOMINATIONS: DEPOSITARY:
(Only applicable if Specified (Only applicable if Note
Currency is other than is a Global Note)
U.S. dollars)
SINKING FUND:
INTEREST PAYMENT DATES:
ORIGINAL ISSUE DISCOUNT SECURITY:
TOTAL AMOUNT OF OID: YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE YIELD FOR DEFAULT RATE:
SHORT ACCRUAL PERIOD: OID DEFAULT AMOUNT:
APPROXIMATE EXACT
- ------ ---------
AMORTIZING PAYMENT DATES: AMOUNT PAYABLE:
OTHER TERMS:
GENERAL MILLS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), for value received,
hereby promises to pay to
___________________________________________________________________________, or
the person in whose name this Note is registered at the close of business on the
fourteenth calendar day next
2
preceding the Amortizing Payment Date specified above, the applicable
installment on the principal sum of
_______________________________________________________ on each Amortizing
Payment Date, or if such date is not a Business Day (as defined below), the next
succeeding Business Day, in the currency specified above as at the time of
payment shall be legal tender for the payment of public and private debts; and
to pay interest on the unpaid principal amount hereof at the rate per annum
(computed on the basis of a 360-day year of twelve 30-day months) shown above,
in like currency, semi-annually on each Interest Payment Date set forth above
from and including the immediately preceding Interest Payment Date in respect of
which interest has been paid or duly made available for payment (or from and
including the date of issue, if no interest has been paid or duly made available
for payment) to but excluding the applicable Interest Payment Date or Maturity
Date, as the case may be; PROVIDED, HOWEVER, that the Company will make such
payments in respect of non-U.S. dollar denominated Notes in the Specified
Currency indicated above in amounts determined as set forth hereinbelow;
PROVIDED, HOWEVER, that payments of principal (and premium, if any) and interest
on Notes denominated in other than U.S. dollars will nevertheless be made in
U.S. dollars (i) at the election of the holder as provided herein and (ii) at
the election of the Company in the case of imposition of exchange controls or
other circumstances beyond the control of the Company as provided herein. Unless
this Note is a Note which has been issued upon transfer of, in exchange for, or
in replacement of a predecessor Note, interest on this Note shall accrue from
the Original Issue Date indicated above. If this Note has been issued upon
transfer of, in exchange for, or in replacement of a predecessor Note, interest
on this Note shall accrue from the last Interest Payment Date to which interest
was paid on such predecessor Note or, if no interest was paid on such
predecessor Note, from the Original Issue Date indicated above. The first
payment of interest on a Note originally issued and dated between a Record Date
(as defined below) and an Interest Payment Date will be due and payable on the
Interest Payment Date following the next succeeding Record Date to the
registered owner on such next succeeding Record Date.
The interest, principal (and premium, if any) payable, and punctually paid
or duly provided for, on any Interest Payment Date will be paid to the Person in
whose name this Security is registered at
3
the close of business on the fourteenth calendar day next preceding such
Interest Payment Date (each such date a "Record Date"). Any such interest,
principal and premium not so punctually paid or duly provided for will forthwith
cease to be payable to the holder on such Record Date and may either be paid to
the Person in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of interest and principal on this Note due on any Interest Payment
Date or Amortizing Payment Date, as the case may be, (other than interest or
principal (and premium, if any) on this Note due to the holder hereof on the
Maturity Date or a redemption or repayment date, if any) to be made in U.S.
dollars will be paid by check mailed to the person entitled thereto at his or
her last address as it appears on the registry books of the Company or by wire
transfer to such account as may have been designated by such holder as set forth
herein. Payment of the principal of, premium, if any, and interest, if any, on
this Note due to the holder hereof on the Maturity Date or upon earlier
redemption or repayment to be made in U.S. dollars will be paid, in immediately
available funds, upon presentation of this Note at the Corporate Trust Office of
U.S. Bank Trust National Association in the City of Chicago, Illinois or its
agency in the Borough of Manhattan, The City of New York.
Payments of interest and principal to be made in a currency or currency
unit other than U.S. dollars (other than interest or principal (and premium, if
any) on this Note due to the holder hereof on the Maturity Date or a redemption
or repayment date, if any) will be paid by wire transfer of immediately
available funds to a designated account maintained in
________________________________
(Country of Specified Currency)
or a jurisdiction acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Interest Payment Date or
Amortizing Payment Date, as the case may be, by the registered holder of this
Note on the relevant Record Date. Payment of interest and principal (and
premium, if any) to be made in a currency or currency unit, other than U.S.
dollars, on the
4
Maturity Date or upon any earlier redemption or repayment will
be made by wire transfer of immediately available funds to a designated account
maintained in _______________________________________,
(Country of Specified Currency)
or other jurisdiction acceptable to the Company and the Trustee as shall have
been designated at least 5 Business Days prior to the payment date by the
registered holder of this Note, provided that this Note is presented for
surrender to the Paying Agent in time for the Paying Agent to make such payment
in such funds in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made by filing
the appropriate information with the Trustee at its Corporate Trust Office or
agency in The City of New York or the City of Chicago, Illinois and, unless
revoked by written notice to the Paying Agent received by the Paying Agent on or
prior to the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth calendar day preceding the Maturity Date or date of
redemption or repayment, as the case may be, shall remain in effect with respect
to any further payments with respect to this Note payable to such holder.
The holder of any Note denominated in a Specified Currency other than U.S.
dollars may elect to receive payments in U.S. dollars by transmitting a written
request for such payment to the principal office of the paying agent under the
Indenture ("Paying Agent") on or prior to the Record Date immediately preceding
any Interest Payment Date or at least fifteen calendar days prior to the
Maturity Date or date of redemption or repayment, if applicable. Such request
may be in writing (mailed or hand delivered) or by cable or telex or, if
promptly confirmed in writing, by other form of facsimile transmission. The
holder of any such Note may elect to receive payment in U.S. dollars for all
principal, premium and interest payments, if any, and need not file a separate
election for each payment. Any such election will remain in effect until revoked
by written notice to the Paying Agent, but written notice of any such revocation
must be received by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth calendar day
preceding the Maturity Date, or applicable date of redemption or repayment.
If a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Trustee on or
before the requisite date or for any other
5
reason, a notice will be mailed to the holder at its registered address
requesting a designation pursuant to which such wire transfer can be made and,
upon the Trustee's receipt of such designation, such payment will be made within
5 Business Days of such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire transfer, but any
tax, assessment or governmental charge imposed upon payments will be borne by
the holder or holders of this Note in respect of which payments are made.
If the principal of (and premium, if any) or interest on this Note is
payable in other than U.S. dollars and such Specified Currency is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on the basis of the
most recently available exchange rate as specified by the Exchange Rate Agent as
provided herein.
Any payment on this Note due on any day which is not a Business Day in
The City of New York (or if this Note is denominated in other than U.S.
dollars, which is not a Business Day in the country issuing the Specified
Currency (or, if this Note is denominated in euros, "Business Day" shall not
include any day that is a euro non-clearing day as determined by the Euro
Banking Association in Paris or a day on which the trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor
system, is not open for business)) need not be made on such day, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the due date and no interest shall accrue for the period from and
after such date.
"Business Day" shall mean, as used herein with respect to any particular
location, each Monday, Tuesday, Wednesday, Thursday or Friday which is (a) not a
day on which banking institutions in The City of New York generally are
authorized or obligated by law, regulation or executive order to close and (b)
in the event that this Note is denominated in a Specified Currency other than
U.S. dollars, not a day on which banking institutions in
_____________________________________________________________,
(Principal Financial Center of Country of Specified Currency)
(or, if this Note is denominated in
6
euros, "Business Day" shall not include any day that is a euro non-clearing
day as determined by the Euro Banking Association in Paris or a day on which
the (TARGET) System, or any successor system, is not open for business) are
authorized or obligated by law, regulation or executive order to close.
Additional provisions of this Note are contained following the signature
lines and Certificate of Authentication hereof and such provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by an authorized
officer of the Trustee or its duly authorized agent under the Indenture referred
to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this instrument to be
signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred to in
the within-mentioned Indenture. By:
---------------------
[name]
[title]
U.S. BANK TRUST NATIONAL ASSOCIATION, f.k.a.
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:
By:
------------------------------------
Authorized Officer Secretary
---------
OR
[SEAL]
- ---------------------------------------
as Authenticating Agent for the Trustee
By:
----------------------------------
Authorized Officer
7
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE AMORTIZING NOTE, SERIES F
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (the "Debt Securities"), all issued or
to be issued under and pursuant to an indenture dated as of February 1, 1996, as
supplemented (the "Indenture"), duly executed and delivered by the Company to
U.S. Bank Trust National Association, as Trustee (the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Debt Securities. As provided in the
Indenture, the Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and events of default, and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of the Debt Securities,
which series is limited in aggregate principal amount to $782,000,000 designated
as the Medium-Term Notes, Series F (the "Notes") of the Company. The Notes may
mature at different times, bear interest, if any, at different rates, be
redeemable at different times or not at all, be repayable at the option of the
holder at different times or not at all, be issued at an original issue
discount, be extendable and be denominated in different currencies.
If this Note is denominated in a currency or currency unit other than U.S.
dollars, any U.S. dollar amount to be received by a holder of this Note will be
based on the highest bid quotation (rounded to the nearest cent) in The City of
New York received by the Exchange Rate Agent as of 11:00 A.M., New York City
time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer of the Specified Currency for U.S.
dollars for
8
settlement on such payment date, in an amount equal to the aggregate amount of
the Specified Currency payable to all holders of Notes electing to receive U.S.
dollar payments on such payment date and at which the applicable dealer commits
to execute a contract. If three such bid quotations are not available, payments
will be made in the Specified Currency. All currency exchange costs associated
with any payments in U.S. dollars will be borne by the holder of the Note by
deductions from such payments.
If the principal, premium (if any) or interest on this Note is payable in
a currency or currency unit other than U.S. dollars and, due to the imposition
of exchange controls or other circumstances beyond the control of the Company,
the Specified Currency is not available at the time of any scheduled payment of
principal or interest to be made in the Specified Currency, then the Company
shall be entitled to satisfy its obligations hereunder by making such payment in
U.S. dollars. Any such payment shall be made on the basis of the noon buying
rate in The City of New York for wire transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Market Exchange Rate") on the first Business Day prior to such payment, or if
such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate. Any payment under such circumstances in
U.S. dollars where required payment is in a Specified Currency will not
constitute a default under the Indenture.
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the unpaid principal hereof may
be declared, and upon such declaration shall become, due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the
9
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
If so provided above under the heading "Redeemable on or after (at option
of the Company)," this Note may be redeemed by the Company on and after the date
so indicated. On and after the date, if any, from which this Note may be
redeemed, this Note may be redeemed in whole or in part, at the option of the
Company at a redemption price equal to the product of the principal amount of
this Note to be redeemed multiplied by the Redemption Percentage. The Redemption
Percentage shall initially equal the Initial Redemption Percentage specified
above, and shall decline at each anniversary of the initial date that this Note
is redeemable by the amount of the Annual Redemption Percentage Reduction
specified above, until the Redemption Percentage is equal to 100%. Any
redemption of this Note shall be effected on not less than 30 nor more than 60
days' notice to the holder hereof.
If so provided above, this Note will be repayable in whole or in part in
increments of $1,000 original face amount or, in the case of non-U.S. dollar
denominated Notes, of an amount equal to the integral multiples referred to
under the heading "Authorized Denominations" provided that the remaining
principal amount of any Note surrendered for partial repayment shall be at least
$100,000 or, in the case of non-U.S. dollar denominated Notes, the minimum
Authorized Denomination referred to above, on any Business Day on or after the
"Initial Date on Which the Note is Repayable at the Option of the Holder" (as
stated above), at the option of the holder, at 100% of the principal amount to
be repaid, plus accrued interest, if any, to the repayment date. In order for
the exercise of the option to be effective and the Notes to be repaid, the
Company must receive at the applicable address of the Paying Agent set forth
below or at such other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the fifteenth, but not
earlier
10
than the twenty-fifth calendar day, or, if such day is not a Business Day, the
next succeeding Business Day, prior to the repayment date, either (i) this Note,
with the form below entitled "Option to Elect Repayment" duly completed, or (ii)
a telegram, telex, facsimile transmission, or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting forth
(a) the name, address and telephone number of the holder of this Note, (b) the
principal amount of this Note and the amount of this Note to be repaid, (c) a
statement that the option to elect repayment is being exercised thereby, and (d)
a guarantee stating that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later than 5 Business
Days after the date of such telegram, telex, facsimile transmission or letter
(and this Note and form duly completed are received by the Company by such fifth
Business Day). Any such election shall be irrevocable. The address to which such
deliveries are to be made is U.S. Bank Trust National Association, Attention:
Corporate Trust Division, 111 East Wacker Drive, Suite 3000, Chicago, Illinois
60601 (or, at such other places as the Company shall notify the holders of the
Notes). All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be determined by the
Company, whose determination will be final and binding.
If this Note is issued with an original issue discount, (i) if an Event of
Default with respect to the Notes shall have occurred and be continuing, the
amount of principal of this Note which may be declared due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture,
shall be determined in the manner set forth under the heading "OID Default
Amount" above, and (ii) in the case of a default of payment in principal upon
acceleration, redemption, repayment at the option of the holder or at the stated
maturity hereof, in lieu of any interest otherwise payable, the overdue
principal of this Note shall bear interest at a rate of interest per annum equal
to the Default Rate stated above (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
acceleration, redemption, repayment at the option of the holder or stated
maturity, as the case may be, to the date payment
11
has been made or duly provided for or such default has been waived in accordance
with the terms of the Indenture.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations indicated above.
Global Notes (as specified above) may represent Notes in denominations of $1,000
and integral multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the City of Chicago, Illinois or in the
Borough of Manhattan, The City of New York, a new Note or Notes in authorized
denominations in the Specified Currency for an equal aggregate principal amount
and like interest rate and maturity will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture and to the
limitations described below if applicable, without charge except for any tax or
other governmental charge imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Global Note or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company in its sole discretion determines that this Note shall
be exchangeable for definitive Notes in registered form or (z) an Event of
Default with respect to the Notes represented hereby has occurred and is
continuing. A Global Note shall be exchangeable into Notes issuable only in
denominations of $1,000 and integral multiples thereof. No Notes shall be
issuable in denominations of less than $1,000. If this Note is exchangeable
pursuant to the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same rate or pursuant
to the same formula, having the same date of issuance, redemption provisions, if
any, Specified Currency, Stated Maturity and other terms and of differing
denominations aggregating a like amount.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of
12
and interest on this Note at the places, at the respective times, at the rate
and in the currency herein prescribed.
The Company, the Trustee and any paying agent may deem and treat the
registered holder hereof as the absolute owner of this Note at such holder's
address as it appears on the registration books of the Company as kept by the
Trustee or duly authorized agent of the Company (whether or not this Note shall
be overdue), for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee nor any paying
agent shall be affected by any notice to the contrary. All payments made to or
upon the order of such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable on this
Note.
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in any indenture supplemental thereto or any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such personal
liability of every such incorporator, stockholder, officer and director, as
such, being expressly waived and released by the acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
13
-------------------------
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at
- -------------------------------------------------------------------------------
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business Day, the next succeeding Business Day, prior
to the repayment date, (i) this Note, with this "Option to Elect Repayment" form
duly completed, or (ii) a telegram, telex, facsimile transmission, or letter
from a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the holder of the Note, (b) the principal amount of the Note and the amount of
the Note to be repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the Note to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the Note
duly completed will be received by the Company not later than 5 Business Days
after the date of such telegram, telex, facsimile transmission or letter (and
such Note and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the
14
minimum Authorized Denomination)) which the holder elects to have repaid:
__________________________; and specify the denomination or denominations (which
shall be $1,000 or integral multiples thereof or, if the Note is denominated in
a currency other than U.S. dollars, an Authorized Denomination) of the Note or
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any specification, one such Note will be issued for
the portion not being repaid): __________________________.
Date:
----------------------------- -----------------------------------
Notice: The signature to this Option
to Elect Repayment must correspond
with the name as written upon page 3
of the Note in every particular
without alteration or enlargement or
any other change whatsoever.
15
--------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--____CUSTODIAN______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common -----------------------------------
(State)
Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
/---------------/--------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint _______________ ________________________________________ attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.
Dated:
-------------------- ----------------------------
----------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
16