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$42	Preview Subscribers	2002	Call Option Agreement Call Option Agreement (34K) Doc #153961: Click preview link for longer preview. --------------------------------- CALL OPTION AGREEMENT Dated as of October 23, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC. --------------------------------- {PAGE} EXECUTION COPY TABLE OF CONTENTS {Table} {Caption} PAGE ---- {S} {C} {C} ARTICLE I DEFINITIONS...........................................................3 ARTICLE II CALL OPTION..........................................................3 Section 2.1 Grant; Premium................................................3 Section 2.2 Exercise of Call Options; Call Option Price...................4 Section 2.3 Exercise Mechanics............................................4 Section 2.4 Rights Prior to Exercise......................................5 Section 2.5 Prohibition on Transfer of the Option Shares..................5 Section 2.6 Lock-up of Ordinary Shares....................................6 Section 2.7 Representations...............................................6 Section 2.8 Indemnity.....................................................7 ARTICLE III MISCELLANEOUS PROVISIONS............................................8 Section 3.1 Notices.......................................................8 Section 3.2 Binding Effect; No Third-Party Beneficiaries..................9 Section 3.3 Assignment....................................................9 Section 3.4 Governing Law.................................................9 Section 3.5 Payments and Deliveries.......................................9 Section 3.6 Specific Performance..........................................9 Section 3.7 Miscellaneous.................................................9 Section 3.8 Partial Invalidity............................................9 Section 3.9 Entire Agreement.............................................10 Section 3.10 Counterparts.................................................10 {/Table} -2- {PAGE} EXECUTION COPY CALL OPTION AGREEMENT This CALL OPTION AGREEMENT (this "Agreement") is dated as of October 23, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC., a Delaware corporation (the "Issuer"). WITNESSETH: WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of Merger, dated as of July 16, 2000, as subsequently amended (as amended, the "Merger Agreement"), with the Issuer, General Mills North American Businesses, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and The Pillsbury Company, a Delaware corporation and indirect wholly owned subsidiary of Diageo ("Pillsbury"), pursuant to which the Issuer acquired on October 31, 2001 the food business (other than the quick service restaurant business) of Diageo and paid as part of the consideration ordinary shares of the Issuer, par value $0.10 per share (the "Ordinary Shares"); WHEREAS, Diageo, Gramet Holdings Corp., an indirectly wholly owned subsidiary of Diageo ("Gramet") and the Issuer also entered into a Stockholders Agreement, dated October 31, 2001 (the "Stockholders Agreement"); WHEREAS, DMWBV, an indirect wholly owned subsidiary of Diageo, is the record holder of 79,000,000 Ordinary Shares; and WHEREAS, the Issuer wishes to acquire options to purchase an aggregate of 26,183,088 Ordinary Shares (as defined in Annex I, the "Option Shares") from DMWBV and DMWBV is willing to grant such options to the Issuer on the terms specified herein. NOW, THEREFORE, the parties, intending to be bound, hereby agree as follows: ARTICLE I DEFINITIONS Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in Annex I to this Agreement. ARTICLE II CALL OPTION Section 2.1 Grant; Premium. (a) DMWBV hereby grants to the Issuer two irrevocable options to purchase Ordinary Shares from DMWBV, the first of which (the "First Call Option") shall cover 5,000,000 Ordinary Shares (the "First Option Shares") and shall be exercisable within 153961	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Call Option Agreement: GENERAL MILLS, INC – DATED AS OF OCTOBER 23, 2002 {TEXT} {PAGE} EXHIBIT 4.4 EXECUTION COPY --------------------------------- CALL OPTION AGREEMENT Dated as of October 23, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . --------------------------------- {PAGE} EXECUTION COPY TABLE OF CONTENTS {Table} {Caption} PAGE ---- {S} {C} {C} ARTICLE I DEFINITIONS...........................................................3 ARTICLE II CALL OPTION..........................................................3 Section 2.1 Grant; Premium................................................3 Section 2. _____________ GENERAL MILLS, INC – CALL OPTION AGREEMENT (this "Agreement") is dated as of October 23, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC ., a Delaware corporation (the "Issuer"). WITNESSETH: WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of _____________ General Mills, Inc – 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: (20) 7959-8950 If to the Issuer: General Mills, Inc . Number One General Mills Boulevard Minneapolis, Minnesota 55426 Attention: General Counsel Fax: (763) 764-3302 -8- {PAGE} EXECUTION COPY with a copy to: Dorsey & Whitney 50 South Sixth St. _____________ GENERAL MILLS, INC – and the same instrument. -10- {PAGE} EXECUTION COPY IN WITNESS WHEREOF, the parties have hereunto signed their names in the space provided below. DIAGEO MIDWEST B.V. By: ----------------------------------- Name: Title: GENERAL MILLS, INC . By: ----------------------------------- Name: Title: -11- {PAGE} ANNEX I DEFINITIONS "Adjustment Event" means any of the following: (i) a subdivision, combination or reclassification of the Ordinary Shares (unless a Merger Event), _____________ GENERAL MILLS, INC – Call Option pursuant to the Call Option Agreement dated as of October 23, 2002, as amended from time to time (the "Call Option Agreement") between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . Ladies and Gentlemen: This notice is being sent to you pursuant to Section 2.3(a) of the Call Option Agreement. This is to advise you of our exercise _____________ dt 1521816 ; Citibank Citibank, NA As referenced in this Call Option Agreement: Citibank N.A. – Settlement Date must be three (3) Business Days after the date of the Call Notice. {PAGE} Schedule B Account Information of DMWBV Bank: Citibank N.A. , New York ABA: 021 00 00 89 Account: 30499885 Account Name: Diageo Midwest B.V. Swift Code: CITI US33 Reference: Project Legacy {/ _____________ dt 147099 ; Diageo Diageo plc ( Beverages ) As referenced in this Call Option Agreement: Diageo plc, – 23, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC., a Delaware corporation (the "Issuer"). WITNESSETH: WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of Merger, dated as of July 16, 2000, as subsequently _____________ Diageo plc – as follows: If to DMWBV: Diageo Midwest B.V. Molenwerf 10-12 1014 BG Amsterdam The Netherlands Attention: The Board of Directors Fax: +31 20 774 5091 with copies to: Diageo plc 8 Henrietta Place London England W1M 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: ( _____________ dt 1324561 ;	Citibank Citibank, NA ( Financial ) As referenced in this Call Option Agreement: Citibank N.A. – Settlement Date must be three (3) Business Days after the date of the Call Notice. {PAGE} Schedule B Account Information of DMWBV Bank: Citibank N.A. , New York ABA: 021 00 00 89 Account: 30499885 Account Name: Diageo Midwest B.V. Swift Code: CITI US33 Reference: Project Legacy {/ _____________ dt 147099 ; Dorsey & Whitney Dorsey & Whitney LLP ( Legal ) ; More...
$34	Preview Subscribers	2002	Call Option Agreement Call Option Agreement (31K) Doc #153962: Click preview link for longer preview. --------------------------------- CALL OPTION AGREEMENT Dated as of October 28, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC. --------------------------------- {PAGE} EXECUTION COPY {Table} {Caption} PAGE ---- {S} {C} ARTICLE I DEFINITIONS...........................................................3 ARTICLE II CALL OPTION..........................................................3 Section 2.1 Grant; Premium................................................3 Section 2.2 Exercise of Call Option; Call Option Price....................4 Section 2.3 Exercise Mechanics............................................4 Section 2.4 Rights Prior to Exercise......................................5 Section 2.5 Prohibition on Transfer of the Option Shares..................5 Section 2.6 Representations...............................................5 Section 2.7 Indemnity.....................................................6 ARTICLE III MISCELLANEOUS PROVISIONS............................................7 Section 3.1 Notices.......................................................7 Section 3.2 Binding Effect; No Third-Party Beneficiaries..................8 Section 3.3 Assignment....................................................8 Section 3.4 Governing Law.................................................8 Section 3.5 Payments and Deliveries.......................................9 Section 3.6 Specific Performance..........................................9 Section 3.7 Miscellaneous.................................................9 Section 3.8 Partial Invalidity............................................9 Section 3.9 Entire Agreement..............................................9 Section 3.10 Counterparts..................................................9 {/Table} -2- {PAGE} CALL OPTION AGREEMENT This CALL OPTION AGREEMENT (this "Agreement") is dated as of October 28, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC., a Delaware corporation (the "Issuer"). WITNESSETH: WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of Merger, dated as of July 16, 2000, as subsequently amended (as amended, the "Merger Agreement"), with the Issuer, General Mills North American Businesses, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and The Pillsbury Company, a Delaware corporation and indirect wholly owned subsidiary of Diageo ("Pillsbury"), pursuant to which the Issuer acquired on October 31, 2001 the food business (other than the quick service restaurant business) of Diageo and paid as part of the consideration ordinary shares of the Issuer, par value $0.10 per share (the "Ordinary Shares"); WHEREAS, Diageo, Gramet Holdings Corp., an indirectly wholly owned subsidiary of Diageo ("Gramet") and the Issuer also entered into a Stockholders Agreement, dated October 31, 2001 (the "Stockholders Agreement"); WHEREAS, DMWBV, an indirect wholly owned subsidiary of Diageo, is the record holder of 79,000,000 Ordinary Shares; and WHEREAS, the Issuer wishes to acquire options to purchase an aggregate of 2,909,232 Ordinary Shares (as defined in Annex I, the "Option Shares") from DMWBV and DMWBV is willing to grant such options to the Issuer on the terms specified herein. NOW, THEREFORE, the parties, intending to be bound, hereby agree as follows: ARTICLE I DEFINITIONS Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in Annex I to this Agreement. ARTICLE II CALL OPTION Section 2.1 Grant; Premium. (a) DMWBV hereby grants to the Issuer an irrevocable option (the "Call Option") to purchase Ordinary Shares from DMWBV which shall cover the Option 153962	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Call Option Agreement: GENERAL MILLS, INC – DATED AS OF OCTOBER 28, 2002 {TEXT} {PAGE} EXHIBIT 4.5 EXECUTION COPY --------------------------------- CALL OPTION AGREEMENT Dated as of October 28, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . --------------------------------- {PAGE} EXECUTION COPY {Table} {Caption} PAGE ---- {S} {C} ARTICLE I DEFINITIONS...........................................................3 ARTICLE II CALL OPTION..........................................................3 Section 2.1 Grant; Premium................................................3 Section 2.2 Exercise of Call _____________ GENERAL MILLS, INC – CALL OPTION AGREEMENT (this "Agreement") is dated as of October 28, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC ., a Delaware corporation (the "Issuer"). WITNESSETH: WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of _____________ General Mills, Inc – 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: (20) 7959-8950 If to the Issuer: General Mills, Inc . Number One General Mills Boulevard Minneapolis, Minnesota 55426 Attention: General Counsel Fax: (763) 764-3302 with a copy to: Dorsey & Whitney 50 South Sixth St. Minneapolis, Minnesota 55402 Attn: _____________ GENERAL MILLS, INC – constitute one and the same instrument. -9- {PAGE} IN WITNESS WHEREOF, the parties have hereunto signed their names in the space provided below. DIAGEO MIDWEST B.V. By: ------------------------------------ Name: Title: GENERAL MILLS, INC . By: ------------------------------------ Name: Title: {PAGE} ANNEX I DEFINITIONS "Adjustment Event" means any of the following: (i) a subdivision, combination or reclassification of the Ordinary Shares (unless a Merger Event), or _____________ GENERAL MILLS, INC – Call Option pursuant to the Call Option Agreement dated as of October 28, 2002, as amended from time to time (the "Call Option Agreement") between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . Ladies and Gentlemen: This notice is being sent to you pursuant to Section 2.3(a) of the Call Option Agreement. This is to advise you of our exercise _____________ dt 1521817 ; Citibank Citibank, NA As referenced in this Call Option Agreement: Citibank N.A. – Settlement Date must be three (3) Business Days after the date of the Call Notice. {PAGE} Schedule B Account Information of DMWBV Bank: Citibank N.A. , New York ABA: 021 00 00 89 Account: 30499885 Account Name: Diageo Midwest B.V. Swift Code: CITI US33 Reference: Project Legacy {/ _____________ dt 147100 ; Diageo Diageo plc ( Beverages ) As referenced in this Call Option Agreement: Diageo plc, – 28, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC., a Delaware corporation (the "Issuer"). WITNESSETH: WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of Merger, dated as of July 16, 2000, as subsequently _____________ Diageo plc – If to DMWBV: Diageo Midwest B.V. Molenwerf 10-12 1014 BG Amsterdam The Netherlands Attention: The Board of Directors Fax: +31 20 774 5091 -7- {PAGE} with copies to: Diageo plc 8 Henrietta Place London England W1M 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: ( _____________ dt 1324562 ;	Citibank Citibank, NA ( Financial ) As referenced in this Call Option Agreement: Citibank N.A. – Settlement Date must be three (3) Business Days after the date of the Call Notice. {PAGE} Schedule B Account Information of DMWBV Bank: Citibank N.A. , New York ABA: 021 00 00 89 Account: 30499885 Account Name: Diageo Midwest B.V. Swift Code: CITI US33 Reference: Project Legacy {/ _____________ dt 147100 ; Dorsey & Whitney Dorsey & Whitney LLP ( Legal ) ; More...
$43	Preview Subscribers	2002	Call Option Agreement Call Option Agreement (34K) Doc #450542: Click preview link for longer preview. CALL OPTION AGREEMENT Dated as of October 23, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC. --------------------------------- EXECUTION COPY TABLE OF CONTENTS . . . 450542	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Call Option Agreement: GENERAL MILLS, INC – DATED AS OF OCTOBER 23, 2002 {TEXT} {PAGE} EXHIBIT 4.4 EXECUTION COPY --------------------------------- CALL OPTION AGREEMENT Dated as of October 23, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . --------------------------------- {PAGE} EXECUTION COPY TABLE OF CONTENTS {Table} {Caption} PAGE ---- {S} {C} {C} ARTICLE I DEFINITIONS...........................................................3 ARTICLE II CALL OPTION..........................................................3 Section 2.1 Grant; Premium................................................3 Section 2. _____________ GENERAL MILLS, INC – CALL OPTION AGREEMENT (this "Agreement") is dated as of October 23, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC ., a Delaware corporation (the "Issuer"). WITNESSETH: WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of _____________ General Mills, Inc – 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: (20) 7959-8950 If to the Issuer: General Mills, Inc . Number One General Mills Boulevard Minneapolis, Minnesota 55426 Attention: General Counsel Fax: (763) 764-3302 -8- {PAGE} EXECUTION COPY with a copy to: Dorsey & Whitney 50 South Sixth St. _____________ GENERAL MILLS, INC – and the same instrument. -10- {PAGE} EXECUTION COPY IN WITNESS WHEREOF, the parties have hereunto signed their names in the space provided below. DIAGEO MIDWEST B.V. By: ----------------------------------- Name: Title: GENERAL MILLS, INC . By: ----------------------------------- Name: Title: -11- {PAGE} ANNEX I DEFINITIONS "Adjustment Event" means any of the following: (i) a subdivision, combination or reclassification of the Ordinary Shares (unless a Merger Event), _____________ GENERAL MILLS, INC – Call Option pursuant to the Call Option Agreement dated as of October 23, 2002, as amended from time to time (the "Call Option Agreement") between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . Ladies and Gentlemen: This notice is being sent to you pursuant to Section 2.3(a) of the Call Option Agreement. This is to advise you of our exercise _____________ dt 1521837 ; Citibank Citibank, NA As referenced in this Call Option Agreement: Citibank N.A. – of all remaining Option Shares. (2) The Settlement Date must be three (3) Business Days after the date of the Call Notice. {PAGE} Schedule B Account Information of DMWBV Bank: Citibank N.A. , New York ABA: 021 00 00 89 Account: 30499885 Account Name: Diageo Midwest B.V. Swift Code: CITI US33 Reference: Project Legacy {/TEXT} {/DOCUMENT} _____________ dt 1478557 ; Diageo Diageo plc ( Beverages ) As referenced in this Call Option Agreement: Diageo plc, – 23, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC., a Delaware corporation (the "Issuer"). WITNESSETH: WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of Merger, dated as of July 16, 2000, as subsequently _____________ Diageo plc – as follows: If to DMWBV: Diageo Midwest B.V. Molenwerf 10-12 1014 BG Amsterdam The Netherlands Attention: The Board of Directors Fax: +31 20 774 5091 with copies to: Diageo plc 8 Henrietta Place London England W1M 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: ( _____________ dt 1324570 ;	Citibank Citibank, NA ( Financial ) As referenced in this Call Option Agreement: Citibank N.A. – of all remaining Option Shares. (2) The Settlement Date must be three (3) Business Days after the date of the Call Notice. {PAGE} Schedule B Account Information of DMWBV Bank: Citibank N.A. , New York ABA: 021 00 00 89 Account: 30499885 Account Name: Diageo Midwest B.V. Swift Code: CITI US33 Reference: Project Legacy {/TEXT} {/DOCUMENT} _____________ dt 1478557 ; Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Call Option Agreement: Sullivan & Cromwell – Attention: The Board of Directors Fax: +31 20 774 5091 with copies to: Diageo plc 8 Henrietta Place London England W1M 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: (20) 7959-8950 If to the Issuer: General Mills, Inc. Number One General Mills Boulevard Minneapolis, Minnesota _____________ dt 1341485
$42	Preview Subscribers	2002	Call Option Agreement Call Option Agreement (31K) Doc #450543: Click preview link for longer preview. CALL OPTION AGREEMENT Dated as of October 28, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC. --------------------------------- EXECUTION COPY . . . 450543	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Call Option Agreement: GENERAL MILLS, INC – DATED AS OF OCTOBER 28, 2002 {TEXT} {PAGE} EXHIBIT 4.5 EXECUTION COPY --------------------------------- CALL OPTION AGREEMENT Dated as of October 28, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . --------------------------------- {PAGE} EXECUTION COPY {Table} {Caption} PAGE ---- {S} {C} ARTICLE I DEFINITIONS...........................................................3 ARTICLE II CALL OPTION..........................................................3 Section 2.1 Grant; Premium................................................3 Section 2.2 Exercise of Call _____________ GENERAL MILLS, INC – CALL OPTION AGREEMENT (this "Agreement") is dated as of October 28, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC ., a Delaware corporation (the "Issuer"). WITNESSETH: WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of _____________ General Mills, Inc – 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: (20) 7959-8950 If to the Issuer: General Mills, Inc . Number One General Mills Boulevard Minneapolis, Minnesota 55426 Attention: General Counsel Fax: (763) 764-3302 with a copy to: Dorsey & Whitney 50 South Sixth St. Minneapolis, Minnesota 55402 Attn: _____________ GENERAL MILLS, INC – constitute one and the same instrument. -9- {PAGE} IN WITNESS WHEREOF, the parties have hereunto signed their names in the space provided below. DIAGEO MIDWEST B.V. By: ------------------------------------ Name: Title: GENERAL MILLS, INC . By: ------------------------------------ Name: Title: {PAGE} ANNEX I DEFINITIONS "Adjustment Event" means any of the following: (i) a subdivision, combination or reclassification of the Ordinary Shares (unless a Merger Event), or _____________ GENERAL MILLS, INC – Call Option pursuant to the Call Option Agreement dated as of October 28, 2002, as amended from time to time (the "Call Option Agreement") between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . Ladies and Gentlemen: This notice is being sent to you pursuant to Section 2.3(a) of the Call Option Agreement. This is to advise you of our exercise _____________ dt 1521838 ; Citibank Citibank, NA As referenced in this Call Option Agreement: Citibank N.A. – of all remaining Option Shares. (2) The Settlement Date must be three (3) Business Days after the date of the Call Notice. {PAGE} Schedule B Account Information of DMWBV Bank: Citibank N.A. , New York ABA: 021 00 00 89 Account: 30499885 Account Name: Diageo Midwest B.V. Swift Code: CITI US33 Reference: Project Legacy {/TEXT} {/DOCUMENT} _____________ dt 1478558 ; Diageo Diageo plc ( Beverages ) As referenced in this Call Option Agreement: Diageo plc, – 28, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC., a Delaware corporation (the "Issuer"). WITNESSETH: WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of Merger, dated as of July 16, 2000, as subsequently _____________ Diageo plc – If to DMWBV: Diageo Midwest B.V. Molenwerf 10-12 1014 BG Amsterdam The Netherlands Attention: The Board of Directors Fax: +31 20 774 5091 -7- {PAGE} with copies to: Diageo plc 8 Henrietta Place London England W1M 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: ( _____________ dt 1324571 ;	Citibank Citibank, NA ( Financial ) As referenced in this Call Option Agreement: Citibank N.A. – of all remaining Option Shares. (2) The Settlement Date must be three (3) Business Days after the date of the Call Notice. {PAGE} Schedule B Account Information of DMWBV Bank: Citibank N.A. , New York ABA: 021 00 00 89 Account: 30499885 Account Name: Diageo Midwest B.V. Swift Code: CITI US33 Reference: Project Legacy {/TEXT} {/DOCUMENT} _____________ dt 1478558 ; Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Call Option Agreement: Sullivan & Cromwell – Board of Directors Fax: +31 20 774 5091 -7- {PAGE} with copies to: Diageo plc 8 Henrietta Place London England W1M 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: (20) 7959-8950 If to the Issuer: General Mills, Inc. Number One General Mills Boulevard Minneapolis, Minnesota _____________ dt 1341486
$46	Preview Subscribers	2002	Call Option Agreement Call Option Agreement (31K) Doc #450559: Click preview link for longer preview. CALL OPTION AGREEMENT Dated as of October 28, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC. --------------------------------- TABLE OF CONTENTS PAGE . . . 450559	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Call Option Agreement: GENERAL MILLS, INC – FILENAME}ex-h.txt {DESCRIPTION}EXHIBIT (H) -- CALL OPTION AGREEMENT {TEXT} Exhibit (h) --------------------------------- CALL OPTION AGREEMENT Dated as of October 28, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . --------------------------------- {PAGE} TABLE OF CONTENTS PAGE ---- ARTICLE I DEFINITIONS.........................................................3 ARTICLE II CALL OPTION........................................................3 Section 2.1 Grant; Premium.................................................3 Section 2.2 Exercise of Call Option; Call Option _____________ GENERAL MILLS, INC – CALL OPTION AGREEMENT (this "Agreement") is dated as of October 28, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC ., a Delaware corporation (the "Issuer"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and _____________ General Mills, Inc – 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: (20) 7959-8950 If to the Issuer: General Mills, Inc . Number One General Mills Boulevard Minneapolis, Minnesota 55426 Attention: General Counsel Fax: (763) 764-3302 with a copy to: Dorsey & Whitney 50 South Sixth St. Minneapolis, Minnesota 55402 Attn: _____________ GENERAL MILLS, INC – WITNESS WHEREOF, the parties have hereunto signed their names in the space provided below. DIAGEO MIDWEST B.V. By: /s/ Robert J. Moore --------------------------------- Name: Robert J. Moore Title: Director, Treasurer GENERAL MILLS, INC . By: /s/ David B. Vanbenschoten --------------------------------- Name: David B. Vanbenschoten Title: Vice President, Treasurer {PAGE} ANNEX I DEFINITIONS "Adjustment Event" means any of the following: (i) a subdivision, combination or _____________ GENERAL MILLS, INC – Call Option pursuant to the Call Option Agreement dated as of October 28, 2002, as amended from time to time (the "Call Option Agreement") between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . Ladies and Gentlemen: This notice is being sent to you pursuant to Section 2.3(a) of the Call Option Agreement. This is to advise you of our exercise _____________ dt 1521839 ; Diageo Diageo plc ( Beverages ) As referenced in this Call Option Agreement: Diageo plc, – a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC., a Delaware corporation (the "Issuer"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of Merger, dated as of July 16, 2000, as subsequently _____________ Diageo plc – If to DMWBV: Diageo Midwest B.V. Molenwerf 10-12 1014 BG Amsterdam The Netherlands Attention: The Board of Directors Fax: +31 20 774 5091 -7- {PAGE} with copies to: Diageo plc 8 Henrietta Place London England W1M 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: ( _____________ dt 1324572 ;	Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Call Option Agreement: Sullivan & Cromwell – Board of Directors Fax: +31 20 774 5091 -7- {PAGE} with copies to: Diageo plc 8 Henrietta Place London England W1M 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: (20) 7959-8950 If to the Issuer: General Mills, Inc. Number One General Mills Boulevard Minneapolis, Minnesota _____________ dt 1341487
$40	Preview Subscribers	2002	Call Option Agreement Call Option Agreement (36K) Doc #450566: Click preview link for longer preview. CALL OPTION AGREEMENT Dated as of October 23, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC. --------------------------------- Exhibit (f) TABLE OF CONTENTS . . . 450566	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Call Option Agreement: GENERAL MILLS, INC – SEQUENCE}3 {FILENAME}exh-f.txt {DESCRIPTION}CALL OPTION AGMT {TEXT} Exhibit (f) --------------------------------- CALL OPTION AGREEMENT Dated as of October 23, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . --------------------------------- {PAGE} Exhibit (f) TABLE OF CONTENTS PAGE ---- ARTICLE I DEFINITIONS 3 ARTICLE II CALL OPTION........................................................3 Section 2.1 Grant; Premium..............................................3 -------------- Section 2.2 Exercise of Call Options; _____________ GENERAL MILLS, INC – CALL OPTION AGREEMENT (this "Agreement") is dated as of October 23, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC ., a Delaware corporation (the "Issuer"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and _____________ General Mills, Inc – 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: (20) 7959-8950 If to the Issuer: General Mills, Inc . Number One General Mills Boulevard Minneapolis, Minnesota 55426 Attention: General Counsel Fax: (763) 764-3302 -8- {PAGE} Exhibit (f) EXECUTION COPY with a copy to: Dorsey & Whitney 50 South _____________ GENERAL MILLS, INC – WITNESS WHEREOF, the parties have hereunto signed their names in the space provided below. DIAGEO MIDWEST B.V. By: /s/ Robert J. Moore ------------------- Name: Robert J. Moore Title: Director, Treasurer GENERAL MILLS, INC . By: /s/ David B. Vanbenschoten -------------------------- Name: David B. Vanbenschoten Title: Vice President, Treasurer -11- {PAGE} Exhibit (f) DEFINITIONS "Adjustment Event" means any of the following: (i) a subdivision, combination _____________ GENERAL MILLS, INC – Call Option pursuant to the Call Option Agreement dated as of October 23, 2002, as amended from time to time (the "Call Option Agreement") between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC . Ladies and Gentlemen: This notice is being sent to you pursuant to Section 2.3(a) of the Call Option Agreement. This is to advise you of our exercise _____________ dt 1521840 ; Diageo Diageo plc ( Beverages ) As referenced in this Call Option Agreement: Diageo plc, – a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC., a Delaware corporation (the "Issuer"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of Merger, dated as of July 16, 2000, as subsequently _____________ Diageo plc – as follows: If to DMWBV: Diageo Midwest B.V. Molenwerf 10-12 1014 BG Amsterdam The Netherlands Attention: The Board of Directors Fax: +31 20 774 5091 with copies to: Diageo plc 8 Henrietta Place London England W1M 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: ( _____________ dt 1324573 ;	Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Call Option Agreement: Sullivan & Cromwell – Attention: The Board of Directors Fax: +31 20 774 5091 with copies to: Diageo plc 8 Henrietta Place London England W1M 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: (20) 7959-8950 If to the Issuer: General Mills, Inc. Number One General Mills Boulevard Minneapolis, Minnesota _____________ dt 1341488
$79	Preview Subscribers	2002	Distribution Agreement Distribution Agreement (176K) Doc #450603: Click preview link for longer preview. GENERAL MILLS, INC. GENERAL MILLS CORENOTESSM DUE NINE MONTHS OR MORE FROM DATE OF ISSUE DISTRIBUTION AGREEMENT September 18, 2002 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center Floor 15 New York, New York 10080 Dear Sirs: General Mills, Inc., a Delaware corporation (the "Company"), confirms its agreement with Merrill Lynch, Pierce, . . . 450603	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Distribution Agreement: GENERAL MILLS, INC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}c71875exv1w1.txt {DESCRIPTION}DISTRIBUTION AGREEMENT {TEXT} {PAGE} GENERAL MILLS, INC . GENERAL MILLS CORENOTESSM DUE NINE MONTHS OR MORE FROM DATE OF ISSUE DISTRIBUTION AGREEMENT September 18, 2002 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center Floor 15 _____________ General Mills, Inc – OR MORE FROM DATE OF ISSUE DISTRIBUTION AGREEMENT September 18, 2002 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center Floor 15 New York, New York 10080 Dear Sirs: General Mills, Inc ., a Delaware corporation (the "Company"), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Purchasing Agent") with respect to the issue and sale by the Company of _____________ General Mills, Inc – either delivered by hand, by mail or by telex, telecopier or telegram, and any such notice shall be effective when received at the address specified below. If to the Company: General Mills, Inc . Number One General Mills Blvd. Minneapolis, Minnesota 55440 Attention: General Counsel Telecopy No.: (763) 764-3302 With a copy to: General Mills, Inc. Treasury Department Number One General Mills _____________ General Mills, Inc – address specified below. If to the Company: General Mills, Inc. Number One General Mills Blvd. Minneapolis, Minnesota 55440 Attention: General Counsel Telecopy No.: (763) 764-3302 With a copy to: General Mills, Inc . Treasury Department Number One General Mills Blvd. Minneapolis, Minnesota 55440 Attention: Treasurer Telecopy No.: (763) 764-7384 If to the Purchasing Agent: Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 _____________ GENERAL MILLS, INC – counterpart hereof, whereupon this Distribution Agreement, along with all counterparts, will become a binding agreement between the Purchasing Agent and the Company in accordance with its terms. Very truly yours, GENERAL MILLS, INC . By: /s/ James A. Lawrence -------------------------------- Name: James A. Lawrence Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH, _____________ dt 1521841 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Distribution Agreement: Bank of New York – Trustee will pay in U.S. dollars by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of principal, premium, if any, and interest, if any, due on a Global Note on such _____________ dt 1584234 ; Cede Cede & Co. ( Financial ) As referenced in this Distribution Agreement: CEDE & Co. – provide the Trustee and DTC with the list of additional CUSIP numbers so obtained. Registration: Unless otherwise specified by DTC, each Global Note will be registered in the name of CEDE & Co. , as nominee for DTC, on the Security Register maintained under the Indenture. The beneficial owner of a Note (i.e., an owner of a beneficial interest in a Global _____________ dt 1629301 ;	U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Distribution Agreement: U.S. Bank National Association – The Notes are to be issued pursuant to an Indenture, dated as of February 1, 1996, as amended or modified from time to time (the "Indenture"), between the Company and U.S. Bank National Association (formerly First Trust of Illinois, National Association), as trustee (the "Trustee"). As of the date hereof, the Company has authorized the issuance and sale of up to U.S. $ _____________ U.S. Bank National Association – Notes. The Notes will be unsecured and unsubordinated indebtedness of the Company. The offer and sale of the Notes have been registered with the Securities and Exchange Commission (the "SEC"). U.S. Bank National Association (the "Trustee") is the trustee under the indenture dated as of February 1, 1996, as amended or modified from time to time (the "Indenture"), pursuant to which the Notes _____________ dt 1342102 ; Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Distribution Agreement: Wells Fargo Bank Minnesota, N.A. – and "H" will be settled in accordance with SDFS operating procedures in effect on the Settlement Date. J. The Trustee will credit to an account of the Company maintained at Wells Fargo Bank Minnesota, N.A. : ABA 091-000-019, funds available for immediate use in an {/TABLE} B-9 {PAGE} {TABLE} {S} {C} amount equal to the amount credited to the Trustee's DTC _____________ dt 1526529 ; Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Distribution Agreement: Davis Polk & Wardwell, – set forth in Exhibit C hereto and to such further effect as the Purchasing Agent may reasonably request. (2) Opinion of Counsel for the Purchasing Agent. The favorable opinion of Davis Polk & Wardwell, counsel for the Purchasing Agent, with respect to the matters set forth in 6, 7, 8 and the penultimate paragraph of Exhibit C hereto. (c) Officers' Certificate. On the _____________ dt 1440005
$99	Preview Subscribers	2002	Indenture Indenture (319K) Doc #450540: Click preview link for longer preview. GENERAL MILLS, INC. Zero Coupon Convertible Senior Debentures Due 2022 ---------------------------------------------------------- INDENTURE Dated as of October 28, 2002 ---------------------------------------------------------- BNY MIDWEST TRUST COMPANY TRUSTEE ---------------------------------------------------------- . . . 450540	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Indenture: GENERAL MILLS, INC – {DOCUMENT} {TYPE}EX-4.2 {SEQUENCE}5 {FILENAME}c72930exv4w2.txt {DESCRIPTION}INDENTURE DATED AS OF OCTOBER 28, 2002 {TEXT} {PAGE} EXHIBIT 4.2 GENERAL MILLS, INC . Zero Coupon Convertible Senior Debentures Due 2022 ---------------------------------------------------------- INDENTURE Dated as of October 28, 2002 ---------------------------------------------------------- BNY MIDWEST TRUST COMPANY TRUSTEE ---------------------------------------------------------- {PAGE} TABLE OF CONTENTS {Table} {Caption} Page ---- {S} {C} {C} _____________ GENERAL MILLS, INC – Multiple Originals.............................................................86 {/Table} EXHIBIT A Form of Global Security EXHIBIT B Form of Certificated Security EXHIBIT C Transfer Certificate iv {PAGE} INDENTURE dated as of October 28, 2002 between GENERAL MILLS, INC ., a Delaware corporation ("COMPANY"), and BNY MIDWEST TRUST COMPANY, an Illinois trust company ("TRUSTEE"). Each party agrees as follows for the benefit of the other party and for the _____________ General Mills, Inc – payment schedule for the Securities, as determined by the Company pursuant to Treas. Reg. Sec. 1.1275-4, by submitting a written request to the Company at the following address: General Mills, Inc ., One General Mills Boulevard, Minneapolis, Minnesota 55440, Attention: Treasurer. The comparable yield is 6.73% per annum. Section 12.03. Notices. Any request, demand, authorization, notice, waiver, consent or _____________ General Mills, Inc – or mailed by first-class mail, postage prepaid, addressed as follows or transmitted by facsimile transmission (confirmed by guaranteed overnight courier) to the following facsimile numbers: if to the Company: General Mills, Inc .. Number One General Mills Boulevard Minneapolis, MN 55426-1348 Attn: General Counsel Facsimile No.: 763-764-3302 83 {PAGE} if to the Trustee: BNY Midwest Trust Company 2 North _____________ GENERAL MILLS, INC – this Indenture. 86 {PAGE} IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on behalf of the respective parties hereto as of the date first above written. GENERAL MILLS, INC . By: ----------------------------------- Name: Title: BNY MIDWEST TRUST COMPANY, As Trustee By: ----------------------------------- Name: Title: 87 {PAGE} EXHIBIT A [FORM OF FACE OF GLOBAL SECURITY] UNLESS THIS CERTIFICATE IS PRESENTED BY AN _____________ dt 1521835 ; BofA Securities