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<SEC-DOCUMENT>0000897101-02-000567.txt : 20020814
<SEC-HEADER>0000897101-02-000567.hdr.sgml : 20020814
<ACCEPTANCE-DATETIME>20020814104812
ACCESSION NUMBER:		0000897101-02-000567
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20020526
FILED AS OF DATE:		20020814

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENERAL MILLS INC
		CENTRAL INDEX KEY:			0000040704
		STANDARD INDUSTRIAL CLASSIFICATION:	GRAIN MILL PRODUCTS [2040]
		IRS NUMBER:				410274440
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0525

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-01185
		FILM NUMBER:		02732275

	BUSINESS ADDRESS:	
		STREET 1:		NUMBER ONE GENERAL MILLS BLVD
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55426
		BUSINESS PHONE:		7637642311

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1113
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55440
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>genmills023880_10k.txt
<DESCRIPTION>GENERAL MILLS, INC. FORM 10-K
<TEXT>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM 10-K
                                 ---------------

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934
                     FOR THE FISCAL YEAR ENDED MAY 26, 2002
                          COMMISSION FILE NUMBER 1-1185

                                 ---------------

                               GENERAL MILLS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                    DELAWARE                                41-0274440
         (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

       NUMBER ONE GENERAL MILLS BOULEVARD
                 MINNEAPOLIS, MN                               55426
              (MAIL: P.O. BOX 1113)                        (MAIL: 55440)
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

                                 (763) 764-7600
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 ---------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                       NAME OF EACH EXCHANGE
              TITLE OF EACH CLASS                       ON WHICH REGISTERED
              -------------------                       -------------------
         Common Stock, $.10 par value                 New York Stock Exchange

                                 ---------------

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

                                 ---------------

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No _____

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by Reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         Aggregate market value of Common Stock held by non-affiliates of the
Registrant, based on the closing price of $39.70 per share as reported on the
New York Stock Exchange on July 25, 2002: $11,411.7 million.

         Number of shares of Common Stock outstanding as of July 25, 2002:
367,756,985 (including 11,428 shares set aside for the exchange of shares of
Ralcorp Holdings, Inc. and excluding 134,549,679 shares held in the treasury).

                       DOCUMENTS INCORPORATED BY REFERENCE
              Portions of Registrant's Proxy Statement for its 2002
                 Annual Meeting of Stockholders are incorporated
   by reference into Part III, and portions of Registrant's 2002 Annual Report
     to Stockholders are incorporated by reference into Parts I, II and IV.

================================================================================
<PAGE>


                                     PART I

ITEM 1.   BUSINESS.

COMPANY OVERVIEW

     General Mills, Inc. was incorporated in Delaware in 1928. The terms
"General Mills," "Company" and "Registrant" mean General Mills, Inc. and its
subsidiaries unless the context indicates otherwise.

     The Company is a leading producer of packaged consumer foods and operates
exclusively in the consumer foods industry. The Company's multiple operating
segments are organized generally by product categories. Following the
acquisition of The Pillsbury Company (described below), the Company restructured
its management organization and aggregated its businesses into three reportable
segments: 1) U.S. Retail; 2) Bakeries and Foodservice; and 3) International.
U.S. Retail consists of cereals, meals, refrigerated and frozen dough products,
baking products, snacks, yogurt and health venture activities. The Bakeries and
Foodservice segment consists of products marketed to retail and wholesale
bakeries and offered to the commercial and non-commercial foodservice sectors
throughout the United States and Canada, such as restaurants and school
cafeterias. The International segment is made up of retail business outside the
United States and foodservice business outside of the United States and Canada.
A more detailed description of the product categories for each reportable
segment is set forth below.

     On October 31, 2001, General Mills completed the acquisition of the
worldwide businesses of The Pillsbury Company from Diageo plc ("Diageo") in a
stock and cash transaction that included 134 million shares of General Mills
common stock, together with cash paid to Diageo and assumed debt of Pillsbury
totaling $3,830 million. On November 1, 2001, under the terms of a stockholders
agreement, Diageo exercised a put option to sell to General Mills 55 million
shares of General Mills common stock at a price of $42.14 per share. The 79
million shares of General Mills common stock retained by Diageo were valued at
$3,576 million. Therefore, the total stock consideration was $5,894 million, and
the total acquisition consideration was approximately $9,724 million. In
addition to the payments described above, General Mills may be required to pay
Diageo, on April 30, 2003, up to $395 million, depending on General Mills' stock
price and the number of General Mills shares that Diageo continues to hold on
that date. If the average of the daily high and low price per share of the
Company's stock for the 20 full trading days preceding April 30, 2003 is less
than $49 per share, Diageo will receive an amount per share equal to the
difference between $49 and the actual General Mills stock price, up to a maximum
of $5 per share. If the Company's stock price is $49 per share or more, Diageo
will not receive any additional payment. For a more detailed description of the
Pillsbury acquisition, please see Note Two to Consolidated Financial Statements
appearing on page 25 through 27 of the Company's 2002 Annual Report to
Stockholders which is incorporated herein by reference.

     Since the completion of the acquisition, activities related to the
integration of Pillsbury and the Company have included combining selling
organizations, merging benefit plans and payroll systems, combining all U. S.
businesses under a single invoicing system and reconfiguring certain
manufacturing facilities. The integration of the Pillsbury businesses and
operations will continue throughout fiscal 2003.

     The Company's combination with Pillsbury is expected to produce cost
synergies of $350 million in fiscal 2003 and $475 million by the end of the
second full year of integration.

     In order to obtain regulatory clearance for the acquisition of Pillsbury,
the Company arranged to divest certain businesses. On November 13, 2001,
International Multifoods Corporation (IMC) purchased the Pillsbury dessert and
specialty products businesses as well as certain General Mills' brands and the
General Mills' Toledo production facilities for $316 million. After-tax cash
proceeds from this transaction were used to reduce the debt incurred in the
Pillsbury acquisition. Pursuant to the agreement with IMC, General Mills also
agreed to purchase and install certain equipment and to convert the Toledo, Ohio
production facility to produce the dessert and specialty products for the
divested businesses at an estimated cost to General Mills of $70 million, of
which $47 million has been expended through May 26, 2002.

     In addition, Pillsbury had a 50 percent equity interest in Ice Cream
Partners USA LLC (ICP), a joint venture Pillsbury formed with Nestle USA during
fiscal 2000 for the manufacture, marketing and distribution of Haagen-Dazs and
Nestle ice cream products in the United States. On December 26, 2001, Nestle USA
exercised its right, triggered by the change of ownership of Pillsbury, to buy


                                       1
<PAGE>


the 50 percent stake of ICP that it did not already own. Nestle USA paid General
Mills approximately $641 million for its 50 percent of the joint venture and a
long-term, paid-in-full license for the HAAGEN-DAZS brand in the United States.

BUSINESS SEGMENTS

U.S. RETAIL

     In the United States, General Mills markets its retail products primarily
through its own sales organization, supported by advertising and other
promotional activities. These products primarily are distributed directly to
retail food chains, cooperatives, membership stores and wholesalers. Certain
food products, such as yogurt and some refrigerated products, are sold through
distributors and brokers. The Company's principal product categories in the U.S.
Retail segment are as follows:

     BIG G CEREALS. General Mills produces and sells a number of ready-to-eat
cereals, including such brands as: CHEERIOS, HONEY NUT CHEERIOS, FROSTED
CHEERIOS, APPLE CINNAMON CHEERIOS, MULTI-GRAIN CHEERIOS, TEAM CHEERIOS,
WHEATIES, WHEATIES RAISIN BRAN, FROSTED WHEATIES, WHEATIES ENERGY CRUNCH, LUCKY
CHARMS, TOTAL CORN FLAKES, WHOLE GRAIN TOTAL, TOTAL RAISIN BRAN, BROWN SUGAR AND
OAT TOTAL, TRIX, GOLDEN GRAHAMS, WHEAT CHEX, CORN CHEX, RICE CHEX, MULTI-BRAN
CHEX, HONEY NUT CHEX, KIX, BERRY BERRY KIX, FIBER ONE, REESE'S PUFFS, COCOA
PUFFS, NESQUIK, COOKIE CRISP, CINNAMON TOAST CRUNCH, FRENCH TOAST CRUNCH,
CLUSTERS, RAISIN NUT BRAN, OATMEAL CRISP, BASIC 4, and HARMONY. The Company also
offers Big G MILK 'N CEREAL BARS in four FLAVORS. In 2002, the Company
introduced FROSTED MINI CHEX and CHEX MORNING MIX, a portable cereal in a
single-serve pouch.

     MEALS. General Mills manufactures and sells several lines of convenient
dinner products, including BETTY CROCKER dry packaged dinner mixes under the
HAMBURGER HELPER, TUNA HELPER and CHICKEN HELPER trademarks, and a line of
refrigerated barbeque products under the LLOYD'S BARBEQUE name. Also under the
BETTY CROCKER trademark, the Company sells dry packaged specialty potatoes,
POTATO BUDS instant mashed potatoes, SUDDENLY SALAD and BAC*O'S salad topping.
The Company also manufactures and markets shelf stable microwavable meals under
the BOWL APPETIT! trademark. With the acquisition of Pillsbury, the Company has
added OLD EL PASO Mexican foods and dinner kits, PROGRESSO soups and ingredients
and GREEN GIANT canned and frozen vegetables and meal starters to its convenient
meal products.

     PILLSBURY USA. General Mills manufactures and sells refrigerated and frozen
dough products, frozen breakfast products and frozen pizza and snack products
through the Pillsbury USA division. Refrigerated dough products marketed under
the PILLSBURY brand include GRANDS! biscuits and sweet rolls, BIG COUNTRY and
GOLDEN LAYERS' biscuits, PILLSBURY READY TO BAKE and BIG DELUXE CLASSICS
cookies, and PILLSBURY rolls, biscuits, cookies, breads and pie crust. Frozen
dough product offerings include HOME BAKED CLASSICS biscuits, rolls and other
bakery goods. Breakfast products sold under the PILLSBURY trademark include
TOASTER STRUDEL, TOASTER SCRAMBLES and PILLSBURY frozen pancakes and waffles.
All the breakfast and refrigerated and frozen dough products incorporate the
well-known DOUGHBOY logo. Frozen pizza and snack products are marketed under the
TOTINO'S and JENO'S trademarks.

     BAKING PRODUCTS. General Mills makes and sells a line of dessert mixes
under the BETTY CROCKER trademark, including SUPERMOIST cake mixes, RICH &
CREAMY and SOFT WHIPPED ready-to-spread frostings, SUPREME brownie and dessert
bar mixes, muffin mixes and other mixes used to prepare dessert and baking
items. The company markets a variety of baking mixes under the BISQUICK
trademark, sells pouch mixes under the BETTY CROCKER name, and produces family
flour under the GOLD MEDAL brand introduced in 1880.

     SNACKS. General Mills markets POP*SECRET microwave popcorn; a line of grain
snacks including NATURE VALLEY granola bars; a line of fruit snacks including
FRUIT ROLL-UPS, FRUIT BY THE FOOT and GUSHERS; a line of snack mix products
including CHEX MIX and GARDETTO'S Snack mix; and savory snacks marketed under
the name BUGLES.

     YOPLAIT-COLOMBO/HEALTH VENTURES. General Mills manufactures and sells
yogurt products, including YOPLAIT ORIGINAL, YOPLAIT LIGHT, CUSTARD STYLE, TRIX,
YUMSTERS, GO-GURT, yogurt in a tube for children, and EXPRESSE, an
adult-oriented yogurt packaged in a portable tube. In fiscal 2002, the Company
also introduced YOPLAIT WHIPS!, a mousse-like yogurt and YOPLAIT NOURICHE, a


                                       2
<PAGE>


meal replacement yogurt drink. The Company also manufactures and sells a variety
of refrigerated cup yogurt products under the COLOMBO brand name. As part of its
health ventures activities, General Mills markets organic frozen fruits and
vegetables, meals and entrees, a wide variety of canned tomato products
including tomatoes and spaghetti sauce, frozen juice concentrates, fruit
spreads, and frozen desserts under its CASCADIAN FARM and MUIR GLEN trademarks.

BAKERIES AND FOODSERVICE

     General Mills markets mixes and unbaked, par-baked and fully baked dough
products to retail, supermarket and wholesale bakeries under the PILLSBURY and
GOLD MEDAL trademarks. In addition, General Mills sells flour to bakery,
foodservice and manufacturing customers. The Company also markets dough
products, branded baking mixes, cereals, snacks, dinner and side dish products,
refrigerated and soft-serve frozen yogurt, and custom products to outlets like
restaurants, including quick serve restaurants, school cafeterias, convenience
stores and vending companies.

INTERNATIONAL

     The Company's international businesses consist of operations and sales in
Canada, Latin America, Europe and Asia/Pacific. Outside the U.S., the Company's
products are manufactured in 16 countries and distributed in over 100 countries.
In Canada, the Company markets products in many categories, including cereals,
meals, refrigerated dough products, baking products and snacks. Outside of North
America, the Company offers numerous local brands in addition to such
internationally recognized brands as HAAGEN-DAZS ice cream, OLD EL PASO Mexican
foods, GREEN GIANT vegetables, PILLSBURY dough products and mixes, BETTY CROCKER
mixes and BUGLES snacks. The Company also sells mixes and dough products to
bakery and foodservice customers outside of the United States and Canada. These
international businesses are managed through wholly owned subsidiaries and joint
ventures with sales and marketing organizations in 32 countries.

     Additional geographic information is incorporated herein by reference from
Note 18 to Consolidated Financial Statements appearing on pages 38 and 39 of the
Company's 2002 Annual Report to Stockholders.

FINANCIAL INFORMATION ABOUT REPORTABLE SEGMENTS

     The following tables set forth the percentage of net sales and operating
profit before unusual items from each reportable segment:

<TABLE>
<CAPTION>
                                                                   % of Net Sales
                                                             For Fiscal Years Ended May
                                                -----------------------------------------------------
                                                       2002              2001             2000
                                                       ----              ----             ----
<S>                                                     <C>               <C>              <C>
           U.S. Retail                                  77%               88%              88%
           Bakeries and Foodservice                     13                 7                7
           International                                10                 5                5
                                                -----------------------------------------------------
               Total Segment Net Sales                 100%              100%             100%

<CAPTION>
                                                     % of Operating Profit Before Unusual Items
                                                             For Fiscal Years Ended May
                                                -----------------------------------------------------
                                                       2002              2001             2000
                                                       ----              ----             ----
<S>                                                     <C>               <C>              <C>
           U.S. Retail                                  85%               91%              91%
           Bakeries and Foodservice                     12                 8                7
           International                                 3                 1                2
                                                -----------------------------------------------------
               Total Segment Operating Profit          100%              100%             100%
</TABLE>


                                       3
<PAGE>


     Financial information for the Company's reportable business segments is
incorporated herein by reference from Note 18 to Consolidated Financial
Statements appearing on pages 38 and 39 of the Company's 2002 Annual Report to
Stockholders.

JOINT VENTURES

     In addition to its consolidated operations, the Company manufactures and
sells products through several joint ventures.

     DOMESTIC JOINT VENTURES. The Company has a 50 percent equity interest in
8th Continent, LLC, a joint venture formed with DuPont to develop and market soy
foods and beverages. This venture began marketing a line of 8TH CONTINENT
soymilk in July 2001.

     INTERNATIONAL JOINT VENTURES. The Company has a 50 percent equity interest
in Cereal Partners Worldwide (CPW), a joint venture with Nestle, S.A., that
competes in more than 80 countries and republics. The following cereal products
were marketed by CPW under the umbrella NESTLE trademark in fiscal 2002: CHOCO
CLUSTERS, LION, NESFIT, SPORTIES, TRIO, CLUSTERS, NESQUIK, MULTI-CHEERIOS, HONEY
NUT CHEERIOS, GOLDEN GRAHAMS, CINI MINIS, CHOCAPIC, TRIX, ESTRELITAS, GOLD, KIX,
MILO, FIBRE 1, KANGUS, FITNESS, SHREDDED WHEAT, SHREDDIES, COUNTRY CORN FLAKES,
HONEY STARS, KOKO KRUNCH, SNOW FLAKES, ZUCOSOS, FRUTINA, APPLE MINIS, CRUNCH,
FITNESS & FRUIT, LA LECHERA, and MOCA. CPW also manufactures private label
cereals for customers in the United Kingdom and cereal bars in several European
countries.

     Snack Ventures Europe (SVE), the Company's joint venture with PepsiCo,
Inc., manufactures and sells snack foods in Holland, France, Belgium, Spain,
Portugal, Greece, the Baltics, Hungary, and Russia. The Company has a 40.5
percent equity interest in SVE.

     As a result of the Pillsbury acquisition, the Company has a 50 percent
interest in each of five joint ventures for the manufacture, distribution and
marketing of HAAGEN-DAZS frozen ice cream products and novelties in the
following countries: Japan, Korea, Taiwan, Thailand and the Philippines. The
Company also has a 50 percent interest in Seretram, a joint venture with Co-op
de Pau for the production of Green Giant canned corn in France.

     See Note Four to Consolidated Financial Statements appearing on pages 27
and 28 of the Company's 2002 Annual Report to Stockholders, incorporated into
this description by reference.

COMPETITION

     The consumer foods market is highly competitive, with numerous competitors
of varying sizes in the United States and throughout the world. The Company's
principal strategies for competing in the marketplace include superior product
quality, innovative advertising, product promotion, product innovations and
price. In most product categories, the Company competes not only with other
widely advertised branded products of major companies, but also with generic
products and private label products, which are generally sold at lower prices.
Internationally, the Company primarily competes with local manufacturers, and
each country includes a unique group of competitors.

CUSTOMERS

     During fiscal 2002, one customer, Wal-Mart Stores, Inc., accounted for
approximately 12 percent of the Company's net sales.

SEASONALITY

     In general, demand for the Company's products is evenly balanced throughout
the year. However, demand for the Company's refrigerated dough, frozen baked
goods and baking products is stronger in the fourth calendar quarter. Demand for
PROGRESSO soup is higher during the fall and winter months. Internationally,
demand for HAAGEN-DAZS ice cream is higher during the summer months and demand
for the baking mix and dough products increases during winter months. Due to the
offsetting impact of these demand trends, as well as the different seasons in
the northern and southern hemispheres, the Company's international net sales are
generally evenly balanced throughout the year.


                                       4
<PAGE>


GENERAL INFORMATION

     TRADEMARKS AND PATENTS. The Company's products are marketed under
trademarks and service marks owned by or licensed to the Company. Trademarks and
service marks are vital to the Company's business. The most significant
trademarks and service marks of the Company are set forth in italics in the
business discussions above.

     As part of the sale to IMC of certain Pillsbury dessert and specialty
product businesses, IMC received an exclusive royalty-free license to use the
DOUGHBOY trademark and PILLSBURY brand in the desserts and baking mix
categories. The licenses are renewable without cost in 20-year increments at
IMC's discretion.

     The Company considers the collective rights under its various patents,
which expire from time to time, a valuable asset, but the Company does not
believe that its businesses are materially dependent upon any single patent or
group of related patents. With the exception of its joint venture activities,
the Company's activities under licenses or other franchises or concessions are
not material.

     RAW MATERIALS AND SUPPLIES. The principal raw materials used by General
Mills are cereal grains, sugar, dairy products, vegetables, fruits, meats, other
agricultural products, vegetable oils, plastic and paper packaging materials,
operating supplies and energy. General Mills has some long-term fixed price
contracts, but the majority of such raw materials are purchased on the open
market. General Mills believes that it will be able to obtain an adequate supply
of needed ingredients and packaging materials. Occasionally and where possible,
General Mills makes advance purchases of items significant to its business in
order to ensure continuity of operations. The Company's objective is to procure
materials meeting both the company's quality standards and its production needs
at the lowest total cost to the Company. The Company's strategy is to buy these
materials at price levels that allow a targeted profit margin. Since commodities
generally represent the largest variable cost in manufacturing the Company's
products, to the extent possible, the Company hedges the risk associated with
adverse price movements using exchange-traded futures and options, forward cash
contracts and over-the-counter hedging mechanisms. These tools enable the
Company to manage the related commodity price risk over periods of time that
exceed the period of time in which the physical commodity is available.
Accordingly, the Company uses these hedging tools to mitigate the risks
associated with adverse price movements and not to speculate in the marketplace.
See also Note Seven to Consolidated Financial Statements appearing on pages 29
through 31 of the Company's 2002 Annual Report to Stockholders, incorporated
into this section by reference and the "Market Risk Management" section of the
Report's "Management's Discussion and Analysis" appearing on page 17 of the
Company's 2002 Annual Report to Stockholders, incorporated herein by reference.

     CAPITAL EXPENDITURES. During the three fiscal years ended May 26, 2002,
General Mills' aggregate capital expenditures amounted to $1,081 million, not
including the cost of acquired companies. The Company expects to spend
approximately $750 million for such purposes in fiscal 2003, including
construction costs to expand the Company's headquarters and costs of integrating
Pillsbury into the Company's information systems.

     RESEARCH AND DEVELOPMENT. Major research and development facilities are
located at the Pillsbury Technical Center in Minneapolis, Minnesota and the
James Ford Bell Technical Center in Golden Valley (suburban Minneapolis),
Minnesota. With a staff of approximately 1,100, these research facilities are
responsible for most of the food research for the Company. Research and
development expenditures amounted to $131 million in fiscal 2002, $83 million in
fiscal 2001 and $77 million in fiscal 2000. General Mills' research and
development resources are focused on new product development, product
improvement, process design and improvement, packaging, and exploratory research
in new business areas.


                                       5
<PAGE>


     EMPLOYEES. At May 26, 2002, General Mills had 29,859 employees.

     ENVIRONMENTAL MATTERS. As of June, 2002, the Company was involved with the
following active cleanup sites associated with the alleged release or threatened
release of hazardous substances or wastes:

<TABLE>
<CAPTION>
                  SITE                                           CHEMICAL OF CONCERN
                  ----                                           -------------------
<S>                                                     <C>
       Central Steel Drum, Newark, NJ                   no single hazardous material specified
       East Hennepin, Minneapolis, MN                   trichloroethylene
       GBF/Pittsburgh, Antioch, CA                      no single hazardous material specified
       Gloucester, MA                                   petroleum fuel products
       King's Road Landfill, Toledo, OH                 no single hazardous material specified
       Kipp, KS                                         carbon tetrachloride
       Lorentz Barrel, San Jose, CA                     no single hazardous material specified
       NL Industries, Granite City, IL                  lead
       Northside Sanitary Landfill, Zionsville, IN      no single hazardous material specified
       Operating Industries, Los Angeles, CA            no single hazardous material specified
       PCB Treatment, Kansas City, MO                   PCBs
       Pennsauken Landfill, Pennsauken, NJ              no single hazardous material specified
       PET, St. Louis, MO                               tetrachloroethylene
       Sauget Landfill, Sauget, IL                      no single hazardous material specified
       Shafer Metal Recycling, Minneapolis, MN          lead
       Safer Textiles, Moonachie, NJ                    tetrachloroethylene
       Stuckey's, Doolittle, MO                         petroleum fuel products
       Try-Chem, Milwaukee, WI                          no single hazardous material specified
</TABLE>

     These matters involve several different procedural contexts, including
litigation initiated by governmental authorities and/or private parties,
administrative proceedings commenced by regulatory agencies, and demand letters
issued by regulatory agencies and/or private parties. The Company recognizes
that its potential exposure with respect to any of these sites may be joint and
several, but has concluded that its probable aggregate exposure is not material.
This conclusion is based upon, among other things, the Company's payments and/or
accruals with respect to each site; the number, ranking, and financial strength
of other potentially responsible parties identified at each of the sites; the
status of the proceedings, including various settlement agreements, consent
decrees or court orders; allocations of volumetric waste contributions and
allocations of relative responsibility among potentially responsible parties
developed by regulatory agencies and by private parties; remediation cost
estimates prepared by governmental authorities or private technical consultants;
and the Company's historical experience in negotiating and settling disputes
with respect to similar sites.

     Based on current facts and circumstances, General Mills believes that
neither the results of these proceedings nor its compliance in general with
environmental laws or regulations will have a material adverse effect upon the
capital expenditures, earnings or competitive position of the Company.

EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers of the Company, together with their ages and
business experience, are summarized below:

     Randy G. Darcy, age 51, is Senior Vice President, Supply Chain. Mr. Darcy
joined the Company in 1987, was named Vice President, Director of Manufacturing,
Technology and Operations in 1989 and was named to his present position in 1994.
Mr. Darcy was employed by Procter & Gamble from 1973 to 1987, serving in a
variety of management positions.

     Rory A. M. Delaney, age 57, is Senior Vice President, Strategic Technology
Development. Mr. Delaney joined the Company in this position in 2001 from The
Pillsbury Company where he spent a total of 8 years, last serving as Senior Vice
President of Technology, responsible for the development and application of food
technologies for Pillsbury's global operations. Prior to joining the Pillsbury
Company, Mr. Delaney spent 18 years in the Frito-Lay/PepsiCo business, last
serving as Senior Vice President of Technology for Frito-Lay, North America.


                                       6
<PAGE>


     Stephen R. Demeritt, age 58, is Vice Chairman of the Company, with
responsibility for General Mills' cereal, snacks and yogurt businesses, General
Mills Canada, consumer insights and advertising, Small Planet Foods, and the 8th
Continent, Cereal Partners Worldwide and Snack Ventures Europe joint ventures.
He has served as Vice Chairman since October 1999. Mr. Demeritt joined General
Mills in 1969 and served in a variety of consumer food marketing positions. He
was president of International Foods from 1991 to 1993 and from 1993 to 1999 was
Chief Executive Officer of Cereal Partners Worldwide, our global cereal joint
venture with Nestle.

     James A. Lawrence, age 49, is Executive Vice President, Chief Financial
Officer, with additional responsibility for international operations. Mr.
Lawrence joined the Company in this position in 1998 from Northwest Airlines
where he was Executive Vice President, Chief Financial Officer. Prior to joining
Northwest Airlines in 1996, he was at Pepsi-Cola International, serving
initially as Executive Vice President and subsequently as President and Chief
Executive Officer for its operations in Asia, the Middle East and Africa.

     Siri S. Marshall, age 54, is Senior Vice President, Corporate Affairs,
General Counsel and Secretary. Ms. Marshall joined the Company in 1994 as Senior
Vice President, General Counsel and Secretary. Ms. Marshall joined the Company
in 1994 from Avon Products, Inc. where she spent 15 years, last serving as
Senior Vice President, General Counsel and Secretary.

     Michael A. Peel, age 52, is Senior Vice President, Human Resources and
Corporate Services. Mr. Peel joined the Company in this position in 1991 from
PepsiCo where he spent 14 years, last serving as Senior Vice President, Human
Resources, responsible for PepsiCo Worldwide Foods.

     Jeffrey J. Rotsch, age 52, is Senior Vice President, with overall
responsibility for Consumer Food Sales and Channel Development. Mr. Rotsch
joined the Company in 1974 and served as the president of several divisions,
including Betty Crocker and Big G cereals. He was elected Senior Vice President
in 1993 and named to his present position in November 1997.

     Stephen W. Sanger, age 56, has been Chairman and Chief Executive Officer of
General Mills since 1995. Mr. Sanger joined the Company in 1974 and served as
the head of several business units, including Yoplait USA and Big G cereals. He
was elected a Senior Vice President in 1989, an Executive Vice President in
1991, Vice Chairman in 1992 and President in 1993. He is a director of Target
Corporation and Donaldson Company, Inc. and Chairman of the Board of Directors
of Grocery Manufacturers of America.

     Danny L. Strickland, age 53, is Senior Vice President, Innovation,
Technology and Quality. Mr. Strickland joined the Company in this position in
1997 from Johnson & Johnson where he held the position of Executive Vice
President, Worldwide Absorbent Products and Material Research from 1993 to 1997.
Prior to joining Johnson & Johnson, he spent five years at Kraft General Foods
as Vice President of Technology.

     Kenneth L. Thome, age 54, is Senior Vice President, Financial Operations.
Mr. Thome joined the Company in 1969 and was named Vice President, Controller
for Convenience and International Foods Group in 1985, Vice President,
Controller for International Foods in 1989, Vice President, Director of
Information Systems in 1991 and was elected to his present position in 1993.

     Raymond G. Viault, age 58, is Vice Chairman of the Company with
responsibility for General Mills' meals, baking products, and Pillsbury USA and
bakeries and foodservice businesses. Mr. Viault joined the Company as Vice
Chairman in 1996 from Philip Morris, where he had been based in Zurich,
Switzerland, serving since 1990 as President of Kraft Jacobs Suchard. Mr. Viault
was with Kraft General Foods a total of 20 years, serving in a variety of major
marketing and general management positions. Mr. Viault is a director of VF
Corporation and Newell Rubbermaid Inc.

AVAILABLE INFORMATION

     General Mills is a reporting company under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). The


                                       7
<PAGE>


public may read and copy any Company filings at the Commission's Public
Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. Because the Company makes filings to the
Commission electronically, you may access this information at the Commission's
Internet site (http://www.sec.gov). This site contains reports, proxies and
information statements and other information regarding issuers that file
electronically with the Commission. You can also learn more about General Mills
at the Company's web site located at http://www.generalmills.com.

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     This Report contains or incorporates by reference forward looking
statements with respect to annual or long-term goals of the Company. The Company
and its representatives also may from time to time make written or oral
forward-looking statements, including statements contained in the Company's
filings with the Securities and Exchange Commission and in its reports to
stockholders.

     The words or phrases "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project" or similar expressions
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical earnings and those presently anticipated or projected. The
Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.

     In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is identifying important factors that
could affect the Company's financial performance and could cause the Company's
actual results for future periods to differ materially from any opinions or
statements expressed with respect to future periods in any current statements.

     In particular, the Company's predictions about the future volume and
earnings could be affected by difficulties resulting from the Pillsbury
acquisition, such as integration problems, failure to achieve synergies,
difficulty consolidating manufacturing capacity, unanticipated liabilities,
inexperience in new business lines, and changes in the competitive environment.
The Company's future results also could be affected by a variety of additional
factors such as: competitive dynamics in the U.S. ready-to-eat cereal market,
including pricing and promotional spending levels by competitors; the impact of
competitive products and pricing; product development; actions of competitors
other than as described above; acquisitions or dispositions of businesses or
assets; changes in capital structure; changes in laws and regulations, including
changes in accounting standards; customer demand; effectiveness of advertising
and marketing spending or programs; consumer perception of health-related
issues; economic conditions, including changes in inflation rates or interest
rates; fluctuations in the cost and availability of supply-chain resources; and
foreign economic conditions, including currency rate fluctuations.

     The Company undertakes no obligation to publicly revise any forward-looking
statements to reflect future events or circumstances.

     The Company's debt securities are rated by rating organizations. Investors
should note that a security rating is not a recommendation to buy, sell or hold
securities, that it is subject to revision or withdrawal at any time by the
assigning rating agency, and that each rating should be evaluated independently
of any other rating.

ITEM 2.   PROPERTIES.

     The Company's principal executive offices and main research facilities are
Company-owned, and are located in the Minneapolis, Minnesota metropolitan area.
General Mills owns and operates numerous manufacturing facilities, and maintains
many sales and administrative offices and warehouses, mainly in the United
States. Other facilities are operated in Canada, and elsewhere around the world.
In addition to owned facilities, the Company acquired 583,885 square feet of
leased office space in Minneapolis with the acquisition of the Pillsbury
business. A portion of this space has been sublet and the Company intends to
sublet the remaining space upon completion of the headquarters office addition.
Please see Note 17 to Consolidated Financial Statements appearing on pages 37
and 38 of the Company's 2002 Annual Report to Stockholders which is incorporated
herein by reference.


                                       8
<PAGE>


     As of May 2002, General Mills operated 91 food production facilities for a
wide variety of food products. Of these plants, 54 are located in the United
States, 11 in Europe, 11 in Asia, eight in Canada and Mexico, six in Latin
America and one in Africa.

     The Company owns wheat flour mills at seven locations: Avon, Iowa; Buffalo,
New York; Great Falls, Montana; Johnson City, Tennessee; Kansas City, Missouri;
Vallejo, California; and Vernon, California. The Company operates 11 terminal
grain elevators and has country grain elevators in 34 locations, primarily in
Idaho and Montana.

     General Mills also owns or leases warehouse space aggregating approximately
16,500,000 square feet, of which approximately 11,400,000 square feet are
leased. A number of sales and administrative offices are maintained in the
United States, Canada, and elsewhere around the world, totaling 2,900,000 square
feet.

ITEM 3.   LEGAL PROCEEDINGS.

     In management's opinion, there were no claims or litigation pending at May
26, 2002, the outcome of which could have a material adverse effect on the
consolidated financial position or results of operations of the Company. See the
information contained under the section entitled "Environmental Matters," on
page 6 of this report, for a discussion of environmental matters in which the
Company is involved.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters require disclosure here.

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The information relating to the market prices and dividends of the Company's
common stock contained in Note 19 to Consolidated Financial Statements and in
the Six-Year Financial Summary appearing on pages 39 and 18 of Registrant's 2002
Annual Report to Stockholders is incorporated into this report by reference. As
of July 25, 2002, the number of record holders of common stock was 38,047. The
Company's common stock ($.10 par value) is listed on the New York Stock
Exchange.

ITEM 6.   SELECTED FINANCIAL DATA.

     The information for fiscal years 1998 through 2002 contained in the
Six-Year Financial Summary on page 18 of Registrant's 2002 Annual Report to
Stockholders is incorporated herein by reference.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION.

     The information in the section entitled "Management's Discussion and
Analysis" on pages 12 through 17 of Registrant's 2002 Annual Report to
Stockholders is incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The information in the "Market Risk Management" subsection of the section
entitled "Management's Discussion and Analysis" on page 17 of Registrant's 2002
Annual Report to Stockholders is incorporated herein by reference.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The information on pages 20 through 39 of Registrant's 2002 Annual Report
to Stockholders is incorporated herein by reference.


                                       9
<PAGE>


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     No matters require disclosure here.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information contained in the sections entitled "Information About
Nominees For the Board of Directors" and "Section 16(a): Beneficial Ownership
Reporting Compliance" contained in Registrant's definitive Proxy Statement for
its 2002 Annual Meeting of Stockholders is incorporated herein by reference.
Certain information regarding the Registrant's executive officers is set forth
under the caption "Executive Officers of the Registrant" in Part I of this
Report.

ITEM 11.  EXECUTIVE COMPENSATION.

     The information contained on pages 25 through 31 of Registrant's definitive
Proxy Statement for its 2002 Annual Meeting of Stockholders is incorporated
herein by reference. The information appearing under the heading "Report of
Compensation Committee on Executive Compensation" is not incorporated herein.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDERS MATTERS.

(a)  The information contained in the section entitled "Stock Ownership of
     General Mills Directors and Officers" contained in Registrant's definitive
     Proxy Statement for its 2002 Annual Meeting of Stockholders is incorporated
     herein by reference.

(b)  The following table provides information about General Mills common stock
     that may be issued upon the exercise of stock options and stock units under
     all of the Registrant's equity compensation plans in effect as of May 26,
     2002.


                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
    -----------------------------------------------------------------------------------------------------------------
             PLAN CATEGORY         NUMBER OF SECURITIES TO BE   WEIGHTED-AVERAGE EXERCISE    NUMBER OF SECURITIES
                                     ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING     REMAINING AVAILABLE FOR
                                      OUTSTANDING OPTIONS,        OPTIONS, WARRANTS AND      FUTURE ISSUANCE UNDER
                                       WARRANTS AND RIGHTS                RIGHTS              EQUITY COMPENSATION
                                                                                               PLANS (EXCLUDING
                                                                                            SECURITIES REFLECTED IN
                                                                                               THE FIRST COLUMN)
                                               (a)                         (b)                        (c)
    -----------------------------------------------------------------------------------------------------------------
<S>                                         <C>                           <C>                      <C>
    EQUITY COMPENSATION PLANS               47,259,001                    $32.77                   7,077,803
    APPROVED BY SECURITY
    HOLDERS (1)
    -----------------------------------------------------------------------------------------------------------------
    EQUITY COMPENSATION PLANS NOT           24,130,414                    $41.96                   2,271,038
    APPROVED BY SECURITY
    HOLDERS (2)
    -----------------------------------------------------------------------------------------------------------------
    TOTAL                                   71,389,415                    $35.88                   9,348,841
    -----------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Includes stock options and stock units granted under the following
          shareholder-approved plans: Executive Incentive Plan, 1998 Senior
          Management Stock Plan, 1995 Salary Replacement Stock Option Plan, and
          2001 Compensation Plan for Non-Employee Directors, and the following
          shareholder-approved plans, which have been discontinued: Stock Option
          and Long-Term Incentive Plan of 1988, 1990 Stock Plan for Non-Employee
          Directors, 1990 Salary Replacement Stock Option Plan, Stock Option and
          Long-Term Incentive Plan of 1993, and 1996 Compensation Plan for
          Non-Employee Directors. No awards may be granted under any of the
          discontinued plans.

          Column (a) includes 179,935 stock units granted to key employees and
          non-employee directors under the following plans: Executive Incentive
          Plan, 2001 Compensation Plan for Non-Employee Directors, Long-Term
          Incentive Plan of 1993, 1996 Compensation Plan for Non-Employee
          Directors and 37,302 stock units granted to key employees but deferred
          under the following plans: Executive Incentive Plan and Stock Option
          Long-Term Incentive Plan of 1993.


                                       10
<PAGE>


          Column (c) excludes restricted stock units to be awarded under the
          Executive Incentive Plan that are tied to the amount of an executive's
          incentive award, which is based on Company and individual performance.
          The Plan imposes a limit on the amount of an executive's annual
          incentive award.

     (2)  Column (a) includes 88,219 stock units and 8,000 deferred stock units
          granted to employees under the 1998 Employee Stock Plan. Also, the
          column includes 499 stock units, representing dividend equivalents
          credited based on dividends paid on the Company's common stock that
          are reinvested and deferred in additional stock units, and 842 stock
          units, representing the Company's matching contributions in common
          stock allocable to incentive compensation and restricted stock granted
          under various stock plans and deferred under the Deferred Compensation
          Plan.

          1998 Employee Stock Plan
          ------------------------
          In June 1998, the Board of Directors adopted the 1998 Employee Stock
          Plan, which became effective September 28, 1998. All employees of the
          Company are eligible to receive grants of stock options, restricted
          stock or restricted stock units under the Plan. Non-qualified stock
          options are available for grant under the Plan at an option price that
          is 100% of the fair market value on the date the option is granted.
          Stock options expire within 10 years and one month following the grant
          date and generally become exercisable in four years. Awards of
          restricted stock and restricted stock units under the Plan are limited
          to 15% of the authorized shares. The Plan contains provisions covering
          the treatment of stock options, restricted stock and stock units upon
          an employee's resignation, retirement or death. In the event of a
          change of control of the Company, stock options, restricted stock and
          stock units granted under the Plan will immediately vest, stock
          options will become exercisable, and restricted stock and common stock
          and dividend equivalents to be issued in respect of stock units will
          be immediately distributed to an employee. 28,000,000 shares are
          authorized for issuance under the Plan.

          Deferred Compensation Plan
          --------------------------
          The Company's Deferred Compensation Plan was approved by the
          Compensation Committee of the Board of Directors and became effective
          on May 1, 1984. The Plan is a non-qualified compensation plan that
          provides for the deferral of cash incentives, common stock issued
          under the Company's stock option plans, restricted stock and
          restricted stock units issued under the Company's various stock plans.
          An employee can elect to defer up to 100% of annual incentive
          compensation, receipt of shares of common stock resulting from a
          stock-for-stock exercise of stock options under the Company's stock
          option plans, shares of common stock attributable to nonvested
          restricted stock or restricted stock units under the Company's
          restricted stock plans. Certain key and highly compensated management
          employees of the Company are eligible to participate and defer
          compensation under the Plan.

          DEFERRED CASH OR STOCK UNIT ACCOUNT. A deferred cash incentive
          compensation account is established for each participant electing to
          defer such compensation. Each participant's deferred cash account is
          credited monthly with a rate of return based on the investment
          performance of participant-selected 401(k) Savings Plan funds for the
          prior month. A deferred stock unit account is established for an
          employee electing to defer receipt of common stock under a stock
          option grant or shares of restricted stock or restricted stock units
          under the Company's stock plans. Dividend equivalent amounts can be
          paid out to the employee or credited to an employee's account to
          reflect dividends paid on the Company's common stock, based on the
          number of stock units deferred and credited to an employee's deferred
          account.

          COMPANY CONTRIBUTIONS IN CASH AND STOCK. The Company credits the
          deferred cash account of each participant in the Plan with an
          additional amount that will equal the value of the employer matching
          contributions that the Company would have otherwise made to the
          participant's 401(k) Savings Plan account if the employee had not
          deferred compensation under the Plan. The Company credits the deferred
          stock unit account of each participant in the Plan with additional
          stock units in an amount equal to the value of the employer matching
          contributions that the Company would have otherwise made to the
          employee's 401(k) Savings Plan account if the employee had not
          deferred compensation under the Plan.

          PROVISIONS COVERING RESIGNATION, RETIREMENT, DEATH AND CHANGE OF
          CONTROL. The Plan contains provisions covering the payout of deferred
          cash and stock unit accounts upon an employee's resignation,


                                       11
<PAGE>


          retirement or death. In the event of a change in control of the
          Company, shares of common stock and cash attributable to stock units
          and dividend equivalents credited to an employee's deferred stock unit
          account under the Plan will be immediately distributed. In addition, a
          trust has been established to hold Company assets as a reserve for the
          discharge of certain Company obligations under the Plan in the event
          of a change of control.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information contained on pages 10 through 12 of Registrant's definitive
Proxy Statement for its 2002 Annual Meeting of Stockholders is incorporated
herein by reference.


- ------------------------

The Company's Annual Report on Form 10-K for the fiscal year ended May 26, 2002,
at the time of its filing with the Securities and Exchange Commission, shall
modify and supersede all prior documents filed pursuant to Sections 13, 14 and
15(d) of the 1934 Act for purposes of any offers or sales of any securities
after the date of such filing pursuant to any Registration Statement or
Prospectus filed pursuant to the Securities Act of 1933 which incorporates by
reference such Annual Report on Form 10-K.


                                       12
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Stockholders and the Board of Directors
General Mills, Inc.:

     Under date of June 24, 2002, we reported on the consolidated balance sheets
of General Mills, Inc. and subsidiaries as of May 26, 2002 and May 27, 2001 and
the related consolidated statements of earnings, stockholders' equity and cash
flows for each of the fiscal years in the three-year period ended May 26, 2002,
as contained in the 2002 annual report to stockholders. These consolidated
financial statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the fiscal year ended May 26, 2002. In connection
with our audits of the aforementioned consolidated financial statements, we have
also audited the related financial statement schedule as listed in the
accompanying index. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.

     In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.



                                        /s/ KPMG LLP

Minneapolis, Minnesota
June 24, 2002




                               CONSENT OF KPMG LLP


The Board of Directors
General Mills, Inc.:

     We consent to incorporation by reference in the Registration Statements
(No. 2-49637 and 333-75808) on Form S-3 and Registration Statements (Nos.
2-13460, 2-53523, 2-95574, 33-24504, 33-27628, 33-32059, 33-36892, 33-36893,
33-50337, 33-62729, 333-13089, 333-32509, 333-65311, 333-65313, 333-90010, and
333-90012) on Form S-8 of General Mills, Inc. of our report dated June 24, 2002,
relating to the consolidated balance sheets of General Mills, Inc. and
subsidiaries as of May 26, 2002 and May 27, 2001 and the related consolidated
statements of earnings, stockholders' equity, cash flows and our report dated
June 24, 2002 on the related financial statement schedule for each of the fiscal
years in the three-year period ended May 26, 2002, which reports are included or
incorporated by reference in the May 26, 2002 annual report on Form 10-K of
General Mills, Inc.



                                        /s/ KPMG LLP

Minneapolis, Minnesota
August 13, 2002


                                       13
<PAGE>


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)   1.  FINANCIAL STATEMENTS:

          Consolidated Statements of Earnings for the Fiscal Years Ended May 26,
          2002, May 27, 2001 and May 28, 2000 (incorporated herein by reference
          to page 20 of the Registrant's 2002 Annual Report to Stockholders).

          Consolidated Balance Sheets at May 26, 2002 and May 27, 2001
          (incorporated herein by reference to page 21 of the Registrant's 2002
          Annual Report to Stockholders).

          Consolidated Statements of Cash Flows for the Fiscal Years Ended May
          26, 2002, May 27, 2001 and May 28, 2000 (incorporated herein by
          reference to page 22 of the Registrant's 2002 Annual Report to
          Stockholders).

          Consolidated Statements of Stockholders' Equity for the Fiscal Years
          Ended May 26, 2002, May 27, 2001 and May 28, 2000 (incorporated herein
          by reference to page 23 of the Registrant's 2002 Annual Report to
          Stockholders).

          Notes to Consolidated Financial Statements (incorporated herein by
          reference to pages 24 through 39 of the Registrant's 2002 Annual
          Report to Stockholders).

      2.  FINANCIAL STATEMENT SCHEDULES:

          For the Fiscal Years Ended May 26, 2002, May 27, 2001 and May 28,
          2000:

                   II -  Valuation and Qualifying Accounts

      3.  EXHIBITS:

      Exhibit No.                          Description
      -----------                          -----------
         2.1       Agreement and Plan of Merger, dated as of July 16, 2000 by
                   and among the Registrant, General Mills North American
                   Businesses, Inc., Diageo plc and The Pillsbury Company
                   (incorporated herein by reference to Exhibit 10.1 to
                   Registrant's Report on Form 8-K filed July 20, 2000).
         2.2       First Amendment dated as of April 12, 2001 to Agreement and
                   Plan of Merger dated as of July 16, 2000 by and among the
                   Registrant, General Mills North American Businesses, Inc.,
                   Diageo plc and The Pillsbury Company (incorporated herein by
                   reference to Exhibit 10.1 to Registrant's Report on Form 8-K
                   filed April 13, 2001).
         2.3       Second Amendment, dated as of October 31, 2001, to Agreement
                   and Plan of Merger, dated as of July 16, 2000, by and among
                   the Registrant, General Mills North American Businesses,
                   Inc., Diageo plc and The Pillsbury Company (incorporated
                   herein by reference to Exhibit 10.1 to Registrant's Report on
                   Form 8-K filed November 2, 2001).
         3.1       Registrant's Restated Certificate of Incorporation, as
                   amended to date.
         3.2       Registrant's By-Laws, as amended to date (incorporated herein
                   by reference to Exhibit 3.2 to Registrant's Annual Report on
                   Form 10-K for the fiscal year ended May 30, 1999).
         4.1       Indenture between Registrant and U.S. Bank Trust National
                   Association (f.k.a. Continental Illinois National Bank and
                   Trust Company of Chicago), as amended to date by Supplemental
                   Indentures Nos. 1 through 8.
         4.2       Rights Agreement dated as of December 11, 1995 between
                   Registrant and Wells Fargo Bank Minnesota, N.A. (f.k.a.
                   Norwest Bank Minnesota, N.A.) (incorporated herein by
                   reference to Exhibit 1 to Registrant's Registration Statement
                   on Form 8-A filed January 2, 1996).
         4.3       Indenture between Registrant and U.S. Bank Trust National
                   Association (f.k.a. First Trust of Illinois, National
                   Association) dated February 1, 1996 (incorporated herein by
                   reference to Exhibit 4.1 to Registrant's Registration
                   Statement on Form S-3 effective February 23, 1996).


                                       14
<PAGE>


         4.4       Indenture between Ralcorp Holdings, Inc. and The First
                   National Bank of Chicago, as supplemented to date by the
                   First Supplemental Indenture among Ralcorp Holdings, Inc.,
                   Registrant and The First National Bank of Chicago.
         4.5       Amendment No. 1 dated as of July 16, 2000, to the Rights
                   Agreement dated as of December 11, 1995 between Registrant
                   and Wells Fargo Bank Minnesota, N.A. (f.k.a. Norwest Bank
                   Minnesota, N.A.) (incorporated by reference to Exhibit 1 to
                   Registrant's Report on Form 8-A/A dated July 25, 2000).
       *10.1       Stock Option and Long-Term Incentive Plan of 1988, as amended
                   to date (incorporated herein by reference to Exhibit 10.1 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 30, 1999).
        10.2       Addendum No. 3 effective as of March 15, 1993 to Protocol of
                   Cereal Partners Worldwide (incorporated herein by reference
                   to Exhibit 10.2 to Registrant's Annual Report on Form 10-K
                   for the fiscal year ended May 28, 2000).
       *10.3       1998 Employee Stock Plan, as amended to date.
       *10.4       Amended and Restated Executive Incentive Plan, as amended to
                   date (incorporated herein by reference to Exhibit 10.4 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 27, 2001).
       *10.5       Management Continuity Agreement, as amended to date
                   (incorporated herein by reference to Exhibit 10.5 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 27, 2001).
       *10.6       Supplemental Retirement Plan, as amended to date
                   (incorporated herein by reference to Exhibit 10.6 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 28, 2000).
       *10.7       Executive Survivor Income Plan, as amended to date
                   (incorporated herein by reference to Exhibit 10.7 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 30, 1999).
       *10.8       Executive Health Plan, as amended to date (incorporated
                   herein by reference to Exhibit 10.1 to Registrant's Report on
                   Form 10-Q for the period ended February 24, 2002).
       *10.9       Supplemental Savings Plan, as amended to date (incorporated
                   herein by reference to Exhibit 10.9 to Registrant's Annual
                   Report on Form 10-K for the fiscal year ended May 28, 2000).
       *10.10      1996 Compensation Plan for Non-Employee Directors, as amended
                   to date (incorporated herein by reference to Exhibit 10.10 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 30, 1999).
       *10.11      General Mills, Inc. 1995 Salary Replacement Stock Option
                   Plan, as amended to date (incorporated herein by reference to
                   Exhibit 10.11 to Registrant's Annual Report on Form 10-K for
                   the fiscal year ended May 28, 2000).
       *10.12      General Mills, Inc. Deferred Compensation Plan, as amended to
                   date (incorporated herein by reference to Exhibit 10.12 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 27, 2001).
       *10.13      Supplemental Benefits Trust Agreement dated February 9, 1987,
                   as amended and restated as of September 26, 1988
                   (incorporated herein by reference to Exhibit 10.13 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 30, 1999).
       *10.14      Supplemental Benefits Trust Agreement dated September 26,
                   1988 (incorporated herein by reference to Exhibit 10.14 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 30, 1999).
        10.15      Agreements dated November 29, 1989 by and between General
                   Mills, Inc. and Nestle, S.A. (incorporated herein by
                   reference to Exhibit 10.15 to Registrant's Annual Report on
                   Form 10-K for the fiscal year ended May 28, 2000).
        10.16      Protocol and Addendum No. 1 to Protocol of Cereal Partners
                   Worldwide dated November 21, 1989 (incorporated herein by
                   reference to Exhibit 10.16 to Registrant's Annual Report on
                   Form 10-K for the fiscal year ended May 27, 2001).
       *10.17      1990 Salary Replacement Stock Option Plan, as amended to date
                   (incorporated herein by reference to Exhibit 10.17 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 30, 1999).
        10.18      Addendum No. 2 dated March 16, 1993 to Protocol of Cereal
                   Partners Worldwide (incorporated herein by reference to
                   Exhibit 10.18 to Registrant's Annual Report on Form 10-K for
                   the fiscal year ended May 31, 1998).
        10.19      Agreement dated July 31, 1992 by and between General Mills,
                   Inc. and PepsiCo, Inc. (incorporated herein by reference to
                   Exhibit 10.19 to Registrant's Annual Report on Form 10-K for
                   the fiscal year ended May 31, 1998).


                                       15
<PAGE>


*Items that are management contracts or compensatory plans or arrangements
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.

      Exhibit No.                          Description
      -----------                          -----------
       *10.20      Stock Option and Long-Term Incentive Plan of 1993, as amended
                   to date (incorporated herein by reference to Exhibit 10.20 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 28, 2000).
        10.21      Standstill Agreement with CPC International, Inc. dated
                   October 17, 1994 (incorporated herein by reference to Exhibit
                   10.21 to Registrant's Annual Report on Form 10-K for the
                   fiscal year ended May 28, 2000).
       *10.22      1998 Senior Management Stock Plan, as amended to date
                   (incorporated herein by reference to Exhibit 10.22 to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended May 28, 2000).
       *10.23      2001 Compensation Plan for Non-employee Directors
                   (incorporated herein by reference to Exhibit 10.2 to
                   Registrant's Report on Form 10-Q for the period ended
                   February 24, 2002).
        12         Statement of Ratio of Earnings to Fixed Charges (contained on
                   page 21 of this Report).
        13         2002 Annual Report to Stockholders (only those portions
                   expressly incorporated by reference herein shall be deemed
                   filed with the Commission).
        21         List of Subsidiaries of General Mills, Inc.
        23         Consent of KPMG LLP (contained on page 13 of this Report).
        99.1       364-Day Credit Agreement, dated as of January 24, 2001, among
                   the Registrant, The Chase Manhattan Bank, as Administrative
                   Agent, and the other financial institutions party thereto
                   (incorporated by reference to Exhibit 99.1 to Registrant's
                   Quarterly Report on Form 10-Q for the period ended February
                   25, 2001).
        99.2       Five Year Credit Agreement, dated as of January 24, 2001,
                   among the Registrant, The Chase Manhattan Bank, as
                   Administrative Agent, and the other financial institutions
                   party hereto (incorporated by reference to Exhibit 99.2 to
                   Registrant's Quarterly Report on Form 10-Q for the period
                   ended February 25, 2001).
        99.3       Amendment No. 1, dated as of October 31, 2001, to 364-Day
                   Credit Agreement, dated as of January 24, 2001, among the
                   Registrant, The Chase Manhattan Bank, as Administrative
                   Agent, and the other financial institutions party thereto.
                   (incorporated herein by reference to Exhibit 99.1 to
                   Registrant's Report on Form 8-K filed February 2, 2002).
        99.4       Amendment No. 2, dated as of January 23, 2002, to 364-Day
                   Credit Agreement, dated as of January 24, 2001, among the
                   Registrant, JPMorgan Chase Bank, as Administrative Agent, and
                   the other financial institutions party thereto. (incorporated
                   herein by reference to Exhibit 99.2 to Registrant's Report on
                   Form 8-K filed February 2, 2002).
        99.5       Amendment No. 1, dated as of October 31, 2001, to Five-Year
                   Credit Agreement, dated as of January 24, 2001, among the
                   Registrant, The Chase Manhattan Bank, as Administrative
                   Agent, and the other financial institutions party thereto.
                   (incorporated herein by reference to Exhibit 99.3 to
                   Registrant's Report on Form 8-K filed February 2, 2002).
        99.6       364-Day Credit Agreement, dated as of October 30, 2001, among
                   Registrant, Morgan Guaranty Trust Company of New York, as
                   Administrative Agent, and the other financial institutions
                   party thereto. (incorporated herein by reference to Exhibit
                   99.1 to Registrant's Report on Form 8-K filed November 15,
                   2001).
        99.7       Amendment No. 1, dated as of November 9, 2001, to Credit
                   Agreement, dated as of October 30, 2001, among Registrant,
                   Morgan Guaranty Trust Company of New York, as Administrative
                   Agent, and the other financial institutions party thereto.
                   (incorporated herein by reference to Exhibit 99.2 to
                   Registrant's Report on Form 8-K filed November 15, 2001).


                                       16
<PAGE>


(b)    REPORTS ON FORM 8-K.
       None.

*Items that are management contracts or compensatory plans or arrangements
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.


                                       17
<PAGE>


                                   SIGNATURES
         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                     GENERAL MILLS, INC.

Dated: August 13, 2002
                                     By:          /s/ S. S. MARSHALL
                                        ----------------------------------------
                                                    S. S. Marshall
                                       SENIOR VICE PRESIDENT, CORPORATE AFFAIRS,
                                             GENERAL COUNSEL AND SECRETARY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT
HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES AND ON THE DATES INDICATED.

          SIGNATURE                       TITLE                       DATE
          ---------                       -----                       ----


   /s/ STEPHEN R. DEMERITT        Director                       July 26, 2002
- ------------------------------     Vice Chairman
    (Stephen R. Demeritt)


      /s/ L. DE SIMONE            Director                       August 13, 2002
- ------------------------------
    (Livio D. DeSimone)


       /s/ W.T. ESREY             Director                       August 13, 2002
- ------------------------------
     (William T. Esrey)


     /s/ R.V. GILMARTIN           Director                       August 13, 2002
- ------------------------------
   (Raymond V. Gilmartin)


  /s/ JUDITH RICHARDS HOPE        Director                       July 29, 2002
- ------------------------------
      (Judith R. Hope)


    /s/ ROBERT L. JOHNSON         Director                       August 5, 2002
- ------------------------------
     (Robert L. Johnson)


     /s/ JOHN M. KEENAN           Director                       August 7, 2002
- ------------------------------
      (John M. Keenan)


     /s/ HEIDI G. MILLER          Director                       August 8, 2002
- ------------------------------
      (Heidi G. Miller)


       /s/ S.W. SANGER            Chairman of the Board and      July 26, 2002
- ------------------------------     Chief Executive Officer
     (Stephen W. Sanger)


    /s/ A. MICHAEL SPENCE         Director                       August 2, 2002
- ------------------------------
     (A. Michael Spence)


                                       18
<PAGE>


          SIGNATURE                       TITLE                       DATE
          ---------                       -----                       ----


   /s/ DOROTHY A. TERRELL         Director                       August 13, 2002
- ------------------------------
    (Dorothy A. Terrell)


       /s/ R.G. VIAULT            Director                       July 26, 2002
- ------------------------------     Vice Chairman
     (Raymond G. Viault)


      /s/ PAUL S. WALSH           Director                       August 13, 2002
- ------------------------------
       (Paul S. Walsh)


    /s/ KENNETH L. THOME          Senior Vice President,         August 13, 2002
- ------------------------------     Financial Operations
     (Kenneth L. Thome)            (Principal Accounting Officer)


                                       19
<PAGE>


                      GENERAL MILLS, INC. AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                  (IN MILLIONS)


<TABLE>
<CAPTION>
                                                                         Year ended
                                                          ------------------------------------------
                                                             May 26,        May 27,       May 28,
                                                              2002           2001          2000
                                                             ------         ------         ------
<S>                                                          <C>            <C>            <C>
ALLOWANCE FOR POSSIBLE LOSSES
   ON ACCOUNTS RECEIVABLE:

    Balance at beginning of year                             $    6         $    6         $    5
    Additions charged to expense                                  3              1              3
    Additions from acquisitions                                  15             --             --
    Bad debt write-offs                                          (2)            (2)            (3)
    Other adjustments and reclassifications                      (1)             1              1
                                                             ------         ------         ------

    Balance at end of year                                   $   21         $    6         $    6
                                                             ======         ======         ======


VALUATION ALLOWANCE FOR
   DEFERRED TAX ASSETS:

    Balance at beginning of year                             $    3         $    5         $    5
    Additions charged to expense                                  7             --             --
    Reductions credited to expense                               --             (2)            --
                                                             ------         ------         ------

    Balance at end of year                                   $   10         $    3         $    5
                                                             ======         ======         ======


RESTRUCTURING CHARGES:

    Balance at beginning of year                             $    9         $   10         $   44
    Additions charged to expense                                190             12             --
    Net amounts utilized for restructuring activities           (83)           (13)           (34)
                                                             ------         ------         ------

    Balance at end of year                                   $  116         $    9         $   10
                                                             ======         ======         ======
</TABLE>


                                       20
<PAGE>


                                  EXHIBIT INDEX


         3.1      Registrant's Restated Certificate of Incorporation, as amended
                  to date.

         4.1      Indenture between Registrant and U.S. Bank Trust National
                  Association (f.k.a. Continental Illinois National Bank and
                  Trust Company of Chicago), as amended to date by Supplemental
                  Indentures Nos. 1 through 8.

         4.4      Indenture between Ralcorp Holdings, Inc. and The First
                  National Bank of Chicago, as supplemented to date by the First
                  Supplemental Indenture among Ralcorp Holdings, Inc.,
                  Registrant and The First National Bank of Chicago.

         10.3     1998 Employee Stock Plan, as amended to date.

         12       General Mills, Inc. Ratio of Earnings to Fixed Charges
                  (contained on page 21 of this Report).

         13       2002 Annual Report to Stockholders (only those portions
                  expressly incorporated by reference herein shall be deemed
                  filed with the Commission).

         21       List of Subsidiaries of General Mills, Inc.

         23       Consent of KPMG LLP (contained on page 13 of this Report).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>5
<FILENAME>genmills023880_ex3-1.txt
<DESCRIPTION>AMENDED CERTIFICATE OF INCORPORATION
<TEXT>
                                                                     EXHIBIT 3.1


                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       of

                         GENERAL MILLS, INC., AS AMENDED


                                    ARTICLE I

         The name of this Corporation is General Mills, Inc.


                                   ARTICLE II

         The address of its registered office in the State of Delaware is 1209
Orange Street in the City of Wilmington, County of New Castle, and the name of
its registered agent at such address is The Corporation Trust Company.


                                   ARTICLE III

         The purpose of this Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.


                                   ARTICLE IV

         The total number of shares of capital stock which may be issued by the
Corporation is one billion five million (1,005,000,000), of which one billion
(1,000,000,000) shares ($.10 par value) shall be Common Stock and five million
(5,000,000) shares, without par value, shall be Cumulative Preference Stock.

(1)      PROVISIONS RELATING TO COMMON STOCK

         (a) Each share of Common Stock shall, subject to paragraph (f) of
Section (2), have one vote and, except as provided by resolution or resolutions
adopted by the Board of Directors providing for the issue of any series of
Cumulative Preference Stock, the exclusive voting power for all purposes shall
be vested in the holders of the Common Stock.

         (b) No holder of Common Stock as such shall have any preemptive right
to subscribe to stock, obligations, warrants, rights to subscribe to stock or
other securities of the Corporation of any class, whether now or hereafter
authorized.

         (c) Subject to the provisions of law and preference of the Cumulative
Preference Stock, dividends may be paid on the Common Stock of the Corporation
at such time and in such amounts as the Board of Directors may deem advisable.

         (d) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of Common Stock shall
be entitled, after payment or provision for payment of the debts and other
liabilities of the Corporation and the amounts to which holders of Cumulative
Preference Stock shall be entitled, to the remaining net assets of the
Corporation.


                                      -1-
<PAGE>


(2)      PROVISIONS RELATING TO CUMULATIVE PREFERENCE STOCK

         (a) The Cumulative Preference Stock may be issued from time to time in
one or more series, each of such series to have such designations, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as are stated and expressed
herein and in the resolution or resolutions providing for the issue of such
series adopted by the Board of Directors as hereinafter provided.

         (b) Authority is hereby expressly granted to the Board of Directors,
subject to the provisions of this Article IV, to authorize the issue of one or
more series of Cumulative Preference Stock and with respect to each series to
fix by resolution or resolutions providing for the issue of such series:

                  (i) The number of shares to constitute such series and the
distinctive designation thereof;

                  (ii) The dividend rate or rates to which such shares shall be
entitled and the restrictions, limitations and conditions upon the payment of
such dividends, the date or dates from which dividends shall accumulate and the
quarterly dates on which dividends, if declared, shall be payable;

                  (iii) Whether or not the shares of such series shall be
redeemable, the limitations and restrictions with respect to such redemptions,
the manner of selecting shares of such series for redemption if less than all
shares are to be redeemed, and the amount, if any, in addition to any accrued
dividends thereon which the holder of shares of such series shall be entitled to
receive upon the redemption thereof, which amount may vary at different
redemption dates and may be different with respect to shares redeemed through
the operation of any retirement or sinking fund and with respect to shares
otherwise redeemed;

                  (iv) The amount in addition to any accrued dividends thereon
which the holders of shares of such series shall be entitled to receive upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, which amount may vary depending on whether such liquidation,
dissolution or winding up is voluntary or involuntary and, if voluntary, may
vary at different dates (the amount so payable upon such involuntary
liquidation, dissolution or winding up, exclusive of accrued dividends, being
hereinafter sometimes called the "involuntary liquidation value");

                  (v) Whether or not the shares of such series shall be subject
to the operation of a purchase, retirement or sinking fund, and, if so, whether
such retirement or sinking fund shall be cumulative or non-cumulative, the
extent to and the manner in which such fund shall be applied to the purchase or
redemption of the shares of such series for retirement or to other corporate
purposes and the terms and provisions relative to the operation thereof;

                  (vi) Whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of stock of any other class or
classes, or of any other series of the same class, and if so convertible or
exchangeable, the price or prices or the rate or rates of conversion or exchange
and the method, if any, of adjusting the same;

                  (vii) The voting powers, if any, of such series in addition to
the voting powers provided in paragraph (f) of this Section (2); and

                  (viii) Any other preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof as shall not be inconsistent with this Section (2).

         (c) All shares of any one series of Cumulative Preference Stock shall
be identical with each other in all respects, except that shares of any one
series issued at different times may differ as to the dates from which dividends
thereon shall be cumulative; and all series shall rank equally and be identical
in all respects, except as permitted by the foregoing provisions of paragraph
(b) of this Section (2).


                                      -2-
<PAGE>


         (d) Before any dividends on any class or classes of stock of the
Corporation ranking junior to the Cumulative Preference Stock (other than
dividends payable in shares of any class or classes of stock of the Corporation
ranking junior to the Cumulative Preference Stock) shall be declared or paid or
set apart for payment, the holders of shares of Cumulative Preference Stock of
each series shall be entitled to such cash dividends, but only when and as
declared by the Board of Directors out of funds legally available therefor, as
they may be entitled to in accordance with the resolution or resolutions adopted
by the Board of Directors providing for the issue of such series, payable
quarterly on such dates as may be fixed in such resolution or resolutions in
each year. Such dividends shall be cumulative from the date or dates fixed in
the resolution or resolutions adopted by the Board of Directors providing for
the issue of such series. Dividends in full shall not be declared or paid or set
apart for payment on the Cumulative Preference Stock of any one series for any
dividend period unless dividends in full have been declared or paid or set apart
for payment on the Cumulative Preference Stock of all series for all dividend
periods terminating on the same or any earlier date. When the dividends are not
paid in full on all series of the Cumulative Preference Stock, the shares of all
series shall share ratably in the payment of dividends, including accumulations,
if any, in accordance with the sums which would be payable on said shares if all
dividends were declared and paid in full. A "dividend period" is the period
between any two consecutive dividend payment dates (or, when shares are
originally issued, the period from the date from which dividends are cumulative
to the first dividend payment date) as fixed for a particular series. Accruals
of dividends shall not bear interest.

         (e) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation shall be made to or set apart for
the holders of shares of any class or classes of stock of the Corporation
ranking junior to the Cumulative Preference Stock, the holders of the shares of
each series of the Cumulative Preference Stock shall be entitled to receive
payment of the amount per share fixed in the resolution or resolutions adopted
by the Board of Directors providing for the issuance of the shares of such
series, plus an amount equal to all dividends accrued thereon to the date of
final distribution to such holders; but they shall be entitled to no further
payment. If, upon any liquidation, dissolution or winding up of the Corporation,
the assets of the Corporation, or proceeds thereof, distributable among the
holders of the shares of the Cumulative Preference Stock shall be insufficient
to pay in full the preferential amount aforesaid, then such assets, or the
proceeds thereof, shall be distributed among such holders ratably in accordance
with the respective amounts which would be payable on such shares if all amounts
payable thereon were paid in full. For the purposes of this paragraph (e), the
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property or assets of
the Corporation or a consolidation or merger of the Corporation with one or more
corporations shall not be deemed to be a dissolution, liquidation or winding up,
voluntary or involuntary.

         (f) So long as any of the Cumulative Preference Stock is outstanding
the Corporation

                  (i) will not declare or pay, or set apart for payment, any
dividends (other than dividends payable in shares of any class or classes of
stock of the Corporation ranking junior to the Cumulative Preference Stock), or
make any distribution, on any class or classes of stock of the Corporation
ranking junior to the Cumulative Preference Stock, and will not redeem, purchase
or otherwise acquire, directly or indirectly, whether voluntarily, for a sinking
fund, or otherwise, any shares of any class or classes of stock of the
Corporation ranking junior to the Cumulative Preference Stock, if at the time of
making such declaration, payment, setting apart, distribution, redemption,
purchase or acquisition the Corporation shall be in default with respect to any
dividend payable on or any obligation to retire shares of Cumulative Preference
Stock, provided that notwithstanding the foregoing the Corporation may at any
time redeem, purchase or otherwise acquire shares of stock of any such junior
class in exchange for, or out of the net cash proceeds from the concurrent sale
of, other shares of stock of any such junior class;

                  (ii) will not, without the affirmative vote or consent of the
holders of at least 66-2/3% of all the Cumulative Preference Stock at the time
outstanding, given in person or by proxy, either in writing or by resolution
adopted at a meeting (which may be an annual meeting) called for the purpose, at
which the holders of the Cumulative Preference Stock, regardless of series,
shall vote separately as a class, amend, alter or repeal (by any means,
including, without limitation, merger or consolidation) any of the provisions of
this Section (2) so as adversely to affect the preferences, rights or powers of
the Cumulative Preference Stock; and


                                      -3-
<PAGE>


                  (iii) will not, without the affirmative vote or consent of the
holders of at least 66-2/3% of any adversely affected series of the Cumulative
Preference Stock at the time outstanding, given in person or by proxy, either in
writing or by resolution adopted at a meeting (which may be an annual meeting)
called for the purpose (the holders of such series of the Cumulative Preference
Stock consenting or voting, as the case may be, separately as a class), amend,
alter or repeal (by any means, including, without limitation, merger or
consolidation) any of the provisions herein or in the resolution or resolutions
adopted by the Board of Directors providing for the issue of such series so as
adversely to affect the preferences, rights or powers of the Cumulative
Preference Stock of such series; provided, however, that any vote or consent
required by subparagraph (ii) above may be given or made effective by the filing
of an appropriate amendment of the Corporation's Restated Certificate of
Incorporation without obtaining the vote or consent of the holders of the Common
Stock of the Corporation, the right to give such vote or consent being expressly
waived by all holders of such Common Stock unless the action to be taken would
adversely affect the preferences, rights or powers of the Common Stock; and
provided further that any vote or consent required by subparagraph (iii) above
may be given and made effective by the filing of an appropriate amendment of the
Corporation's Restated Certificate of Incorporation without obtaining the vote
or consent of the holders of any other series of the Cumulative Preference Stock
or of the holders of the Common Stock of the Corporation, the right to give such
vote or consent being expressly waived by all holders of such other series of
Cumulative Preference Stock and Common Stock unless the action to be taken would
adversely affect the preferences, rights or powers of such other series of
Cumulative Preference Stock or Common Stock, as the case may be.

         (g) If in any case the amounts payable with respect to any obligations
to retire shares of the Cumulative Preference Stock are not paid in full in the
case of all series with respect to which such obligations exist, the number of
shares of each of such series to be retired pursuant to any such obligations
shall be in proportion to the respective amounts which would be payable on
account of such obligations if all amounts payable in respect of all such
obligations if all amounts payable in respect of all such series were discharged
in full.

         (h) The term "class or classes of stock of the Corporation ranking
junior to the Cumulative Preference Stock" shall mean the Common Stock referred
to in Section (1) of this Article IV and any other class or classes of stock of
the Corporation hereinafter authorized which shall rank junior to the Cumulative
Preference Stock as to dividends or upon liquidation.

         (i) Aggregate involuntary liquidation value of all shares of Cumulative
Preference Stock outstanding at any time shall never exceed $300,000,000.

         (j) No holder of Cumulative Preference Stock as such shall have any
preemptive right to subscribe to stock, obligations, warrants, rights to
subscribe to stock or other securities of the Corporation of any class, whether
now or hereafter authorized.

         (k) For the purposes of Section (2) of this Article IV or of any
resolution of the Board of Directors providing for the issue of any series of
Cumulative Preference Stock or of any certificate filed with the Secretary of
State of the State of Delaware pursuant to any such resolution (unless otherwise
provided in any such resolution or certificate);

                  (i) The term "outstanding" when used in reference to shares of
stock shall mean issued shares, excluding shares held by the Corporation and
shares called for redemption, funds for the redemption of which shall have been
set aside or deposited in trust:

                  (ii) The amount of dividends "accrued" on any share of
Cumulative Preference Stock as at any quarterly dividend date shall be deemed to
be the amount of any unpaid dividends accumulated thereon to and including such
quarterly dividend date, whether or not earned or declared, and the amount of
dividends "accrued" on any share of Cumulative Preference Stock as at any date
other than a quarterly dividend date shall be calculated as the amount of any
unpaid dividends accumulated thereon to and including the last preceding
quarterly dividend date, whether or not earned or declared, plus an amount
calculated on the basis of the annual


                                      -4-
<PAGE>


dividend rate fixed for the shares of such series for the period after such last
preceding quarterly dividend date to and including the date as of which the
calculation is made, based on a 360 day year of twelve 30 day months.

(3)      PROVISIONS RELATING TO ALL CLASSES OF STOCK

         The shares of Cumulative Preference Stock and Common Stock may be
issued by the Corporation from time to time for such consideration (not less
than the par value thereof in the case of Common Stock) as may be fixed from
time to time by the Board of Directors. Any and all shares without nominal or
par value for which the consideration so fixed shall have been paid or delivered
shall be deemed fully paid stock and shall not be liable for any further call or
assessment thereon; and the holders of such shares shall not be liable for any
further payments in respect of such shares.


                                    ARTICLE V

                         [ARTICLE V is hereby reserved]


                                   ARTICLE VI

         The following provisions are inserted for the regulation and conduct of
the affairs of the Corporation, but it is expressly provided that the same are
intended to be and shall be construed to be in furtherance and not in limitation
or exclusion of the powers conferred by law:

(1)      Subject always to such by-laws as may be adopted from time to time by
the stockholders, the Board of Directors is expressly authorized to adopt,
alter, amend and repeal the by-laws of this Corporation, but any by-law adopted
by the Board of Directors may be altered, amended or repealed by the
stockholders.

(2)      The business of this Corporation shall be managed by its Board of
Directors. Directors need not be stockholders. The by-laws may prescribe the
number of directors, not less than three; may provide for the increase or
reduction thereof but not less than three; and may prescribe the number
necessary to constitute a quorum, which number may be less than a majority of
the whole Board of Directors, but not less than the number required by law. No
director shall be personally liable to the Corporation or its stockholders for
monetary damages for any breach of fiduciary duty by such director as a
director. Notwithstanding the foregoing, a director shall be liable to the
extent provided by applicable law (i) for breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of these provisions shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.


                                   ARTICLE VII

         (a) Any action by stockholders of the Corporation shall be taken at a
meeting of stockholders and no action may be taken by written consent of
stockholders entitled to vote upon such action except as provided in Article IV,
Section (2)(f)(ii) and (iii) hereof.

         (b) No amendment to the Certificate of Incorporation shall amend,
alter, change or repeal any of the provisions of this Article VIl unless such
amendment shall receive the affirmative vote of not less than 51% of the Voting
Stock.


                                      -5-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>6
<FILENAME>genmills023880_ex4-1.txt
<DESCRIPTION>SUPPLEMENTAL INDENTURES
<TEXT>
                                                                     EXHIBIT 4.1


                               GENERAL MILLS, INC.


                                       and


                       CONTINENTAL ILLINOIS NATIONAL BANK
                                AND TRUST COMPANY
                                   OF CHICAGO,


                                     Trustee




                                    INDENTURE

                            Dated as of July 1, 1982


<PAGE>


                          RECONCILIATION AND TIE SHEET*

between provisions of the Trust Indenture Act of 1939 and the Indenture dated as
of July 1, 1982 between GENERAL MILLS, INC. and CONTINENTAL ILLINOIS NATIONAL
BANK AND TRUST COMPANY OF CHICAGO, Trustee:

Section of Act                                            Section of Indenture
- --------------                                            --------------------

310(a)(1) and (2)                                          7.09
310(a)(3) and (4)                                          Not applicable
310(b)                                                     7.08 and 7.10(a), (b)
                                                           and (d)
310(c)                                                     Not applicable
311(a)                                                     7.13(a) and (c)(1)
                                                           and (2)
311(b)                                                     7.13(b)
311(c)                                                     Not applicable
312(a)                                                     5.01 and 5.02(a)
312(b) and (c)                                             5.02(b) and (c)
313(a)                                                     5.04(a)
313(b)(1)                                                  Not applicable
313(b)(2)                                                  5.04(b)
313(c)                                                     5.04(c)
313(d)                                                     5.04(d)
314(a)                                                     5.03
314(b)                                                     Not applicable
314(c)(1) and (2)                                          14.06
314(c)(3)                                                  Not applicable
314(d)                                                     Not applicable
314(e)                                                     14.06
314(f)                                                     Not applicable
315(a)(c) and (d)                                          7.01
315(b)                                                     6.07
315(e)                                                     6.08
316(a)(1)                                                  6.06
316(a)(2)                                                  Omitted
316(a) last sentence                                       8.04
316(b)                                                     6.04
317(a)                                                     6.02
317(b)                                                     4.11
318(a)                                                     14.08



         * This reconciliation and tie sheet is not, nor shall it for any
purpose be deemed to be, a part of the Indenture.


<PAGE>


                               TABLE OF CONTENTS*
                                                                            Page
                                                                            ----
PARTIES                                                                       1
RECITALS:
        Purpose of Indenture                                                  1
        Compliance with legal requirements                                    1
        Purpose of and consideration for Indenture                            1

                                  ARTICLE ONE.
                                  DEFINITIONS.

SECTION 1.01. Certain terms defined; other terms defined in the
                   Trust Indenture Act of 1939, as amended, or by
                   reference therein defined in the Securities Act of
                   1933, as amended, to have meanings therein
                   assigned                                                   1
              Authenticating Agent                                            2
              Authorized Newspaper                                            2
              Board of Directors                                              2
              Business Day                                                    2
              Company                                                         2
              Coupon Debt Security                                            3
              Debt Securities                                                 3
              Debt Security Register                                          3
              Event of Default                                                3
              Fully Registered Debt Security                                  3
              Holder                                                          3
              Indenture                                                       3
              Interest                                                        3
              Officers' Certificate                                           4
              Opinion of Counsel                                              4
              Original Issue Discount Security                                4
              Outstanding                                                     4
              Person                                                          5
              Place of Payment                                                5
              Principal Corporate Trust Office of the Trustee                 5
              Principal Property                                              5
              Record Date                                                     5
              Redemption Price                                                6
              Registered Coupon Debt Security                                 6
              Registered Debt Security                                        6
              Registered Holder                                               6

*This Table of Contents, comprising pages i to xi, inclusive, is not, nor shall
it for any purpose be deemed to be part of the Indenture.


<PAGE>


                                       ii

                                                                            Page
                                                                            ----
              Responsible Officer                                             6
              Restricted Subsidiary                                           6
              Shareholders' Ownership                                         6
              Subsidiary                                                      7
              Trustee                                                         7
              Trust Indenture Act of 1939                                     7
              United States of America                                        7
              Unregistered Debt Security                                      7
              Unrestricted Subsidiary                                         7
              Value                                                           8
              Yield to Maturity                                               8


                                  ARTICLE TWO.
           FORM, ISSUE, DESCRIPTION, EXECUTION, REGISTRATION, TRANSFER
                        AND EXCHANGE OF DEBT SECURITIES.

SECTION 2.01. Forms generally.................................................9
SECTION 2.02. Issuable in series, terms of Debt Securities ..................10
SECTION 2.03. Denominations, authentication and dating.......................12
SECTION 2.04. Execution and authentication of Debt Securities                13
SECTION 2.05. Exchanges of Debt Securities                                   14
              Registration and transfer of Debt Securities                   14
              Debt Securities to be endorsed or accompanied by
                instruments of transfer                                      15
              Charges upon exchange or transfer of Debt Securities           15
              Restrictions on issue, transfer or exchange at time
                of redemption                                                15
SECTION 2.06. Temporary Debt Securities, if any                              16
SECTION 2.07. Mutilated, destroyed, lost or stolen Debt Securities           17
SECTION 2.08. Cancellation of surrendered Debt Securities                    18
SECTION 2.09. Provisions of the Indenture and Debt Securities for
                the sole benefit of the parties and the Holders              19
SECTION 2.10. Interest Rights Preserved                                      19


                                 ARTICLE THREE.
                         REDEMPTION OF DEBT SECURITIES.

 SECTION 3.01. Application of Article Three                                  19
 SECTION 3.02. Giving of notice of redemption                                19
               Selection of Debt Securities in case less than all
                 Debt Securities of a series are to be redeemed              19
               Deposit of redemption price                                   20
 SECTION 3.03. Sinking Fund                                                  21
 SECTION 3.04. When Debt Securities called for redemption
                 become due and payable                                      23


<PAGE>


                                      iii

                                                                            Page
                                                                            ----
Debt Securities redeemed in part                                             24


                                  ARTICLE FOUR.
                      PARTICULAR COVENANTS OF THE COMPANY.

SECTION 4.01. Payment of principal of (and premium, if any) and
                interest on Debt Securities                                  24
SECTION 4.02. Maintenance of offices or agencies for registration,
                transfer, exchange and payment of Debt Securities            24
SECTION 4.03. Limitations on liens                                           25
SECTION 4.04. Limitation on sale and leaseback                               27
SECTION 4.05. Limitation on transfers to Unrestricted Subsidiaries           28
SECTION 4.06. Company to preserve franchises                                 28
SECTION 4.07. Limitation on consolidation, merger and sale                   28
SECTION 4.08. Further assurances                                             28
SECTION 4.09. Annual certificate                                             28
SECTION 4.10. Appointment to fill a vacancy in the office of
                Trustee                                                      29
SECTION 4.11. (a) Duties of paying agent                                     29
              (b) Company as paying agent                                    29
              (c) Turnover to Trustee by paying agent or Company             30
              (d) Holding sums in trust                                      30


                                  ARTICLE FIVE.
                     HOLDER LISTS AND REPORTS BY THE COMPANY
                                AND THE TRUSTEE.

SECTION 5.01. Company to furnish Trustee information as to names
                and addresses of Holders                                     30
SECTION 5.02.(a) Trustee to preserve information as to names
                 and addresses of Holders                                    30
             (b) Trustee to make information as to names and
                 addresses of Holders available to
                 "applicants" or mail communications to Holders
                 in certain circumstances                                    30
                 Procedure if Trustee elects not to make in
                 formation available to "applicants"                         30
             (c) Company and Trustee not accountable for
                 disclosure of information                                   32
SECTION 5.03.(a) Annual and other reports to be filed by
                 Company with Trustee                                        32
             (b) Additional information and reports to be filed
                 with Trustee and Securities and Exchange
                 Commission                                                  32


<PAGE>


                                       iv

                                                                            Page
                                                                            ----
             (c) Summaries of information and reports to be
                 transmitted by Company to Holders                           32
SECTION 5.04.(a) Trustee to transmit reports to Holders                      33
             (b) Trustee to transmit certain further reports to
                 Holders                                                     34
             (c) Holders to be mailed reports                                34
             (d) Copies of reports to be filed with stock exchanges
                 and Securities and Exchange Commission                      34


                                  ARTICLE SIX.
                       REMEDIES OF THE TRUSTEE AND HOLDERS
                              ON EVENT OF DEFAULT.

SECTION 6.01. Events of Default defined                                      35
              Acceleration of maturity upon Event of Default                 36
              Waiver of default and rescission of declaration of
              maturity                                                       37
              Restoration of former position and rights                      38
SECTION 6.02. Covenant of Company to pay to Trustee upon demand
              whole amount due on Debt Securities on default in
              payment of interest or principal (and premium, if any)         38
              Trustee may recover judgment for whole amount due on
              Debt Securities on failure of Company to pay                   39
              Filing of proof of claim by Trustee in bankruptcy,
              reorganization, receivership, or other judicial
              proceedings                                                    39
              Rights of action and to assert claims may be enforced
              by Trustee without possession of Debt Securities               40
              Trustee may enforce rights vested in it by indenture
              by appropriate judicial proceedings                            40
SECTION 6.03. Application of moneys collected by Trustee                     40
SECTION 6.04. Limitation on suits by Holders                                 41
SECTION 6.05. Remedies cumulative                                            42
              Delay or omission in exercise of rights not a waiver
              of default                                                     42
SECTION 6.06. Rights of Holders of majority in principal amount of
              Debt Securities to direct Trustee and to waive defaults        42
SECTION 6.07. Trustee to give notice of defaults known to it, but
              may withhold in certain circumstances                          43
SECTION 6.08. Requirement of an undertaking to pay costs in certain
              suits under this Indenture or against the Trustee              44


<PAGE>


                                       v

                                                                            Page
                                                                            ----
                                 ARTICLE SEVEN.
                             CONCERNING THE TRUSTEE.

SECTION 7.01. Upon Event of Default occurring and continuing,
              Trustee shall exercise such powers vested in it,
              and use same degree of care and skill in their
              exercise, as a prudent person would use                        44
              Trustee not relieved from liability for negligence
              or willful misconduct except as provided in this
              Section                                                        44
             (a) Prior to Event of Default and after the curing
                 of all Events of Default which may have occurred            45
                 (1) Trustee not liable except for performance
                     of duties specifically set forth                        45
                 (2) In absence of bad faith, Trustee may con-
                     clusively rely on certificates or opinions
                     furnished it hereunder, subject to duty
                     to examine the same if specifically re-
                     quired to be furnished to it                            45
             (b) Trustee not liable for error of judgment made
                 in good faith by responsible officer unless
                 Trustee negligent                                           45
             (c) Trustee not liable for action or non-action in
                 accordance with direction of holders of
                 majority in principal amount of Debt Securities             45
              Trustee not obligated to expand or risk its funds or
              to incur financial liabilities if it has reasonable
              grounds to believe that repayment or indemnity
              is not reasonably assured                                      45
SECTION 7.02. Except as otherwise provided in Section 7.01:
             (a) Trustee may rely on documents believed genuine
                 and properly signed or presented                            46
|            (b) Sufficient evidence by certain instruments
                 provided for                                                46
             (c) Trustee may act on Opinion of Counsel                       46
             (d) Trustee may require indemnity from Holders                  46
             (e) Trustee not liable for action in good faith
                 believed to be authorized                                   46
             (f) Trustee not bound to investigate facts                      46
             (g) Trustee may act through agents                              47
SECTION 7.03. Trustee not liable for recitals in Indenture or in
              Debt Securities                                                47
              No representations by Trustee as to validity of
              Indenture or of Debt Securities                                47


<PAGE>


                                       vi

                                                                            Page
                                                                            ----
              Trustee not accountable for use of Debt Securities
              or proceeds                                                    47
SECTION 7.04. Trustee, paying agent or Debt Security registrar
              may own Debt Securities                                        47
SECTION 7.05. Moneys received by Trustee to be held in trust;
              interest not payable except by agreement                       47
SECTION 7.06. Trustee entitled to compensation, reimbursement
              and indemnity                                                  47
              Obligations to Trustee to be secured by lien prior
              to Debt Securities                                             48
SECTION 7.07. Right of Trustee to rely on certificate of officers of
              Company where no other evidence specifically prescribed        48
SECTION 7.08.(a) Trustee acquiring conflicting interest to
                 eliminate conflict or resign                                49
             (b) Notice to Holders in case of failure to comply
                 with subsection (a)                                         49
             (c) Definition of convicting interest                           49
             (d) Definition of certain terms                                 53
             (e) Calculation of percentages of securities                    54
SECTION 7.09. Requirements for eligibility of Trustee                        55
SECTION 7.10.(a) Resignation of Trustee                                      55
             (b) Removal of Trustee by Company or by court on
                 Holder's application                                        56
             (c) Removal of Trustee by Holders of majority in
                 principal amount of Debt Securities                         56
             (d) Time when resignation or removal of Trustee
                 effective                                                   57
SECTION 7.11. Acceptance by successor to Trustee                             57
              Successor to be qualified and eligible                         58
              Mailing of notice of succession of a Trustee                   58
SECTION 7.12. Successor to Trustee by merger, conversion, con-
              solidation or succession to business                           58
SECTION 7.13.(a) Limitation on rights of Trustee as a creditor to
                 obtain payment of certain claims within four
                 months prior to default or during default, or
                 to realize on property as such creditor there
                 after                                                       59
             (b) Certain creditor relationships excluded                     59
             (c) Definition of certain terms                                 59
SECTION 7.14. Authenticating Agents                                          63


<PAGE>


                                      vii

                                                                            Page
                                                                            ----
                                 ARTICLE EIGHT.
                             CONCERNING THE HOLDERS.

SECTION 8.01. Evidence of action by Holders                                  65
SECTION 8.02. Proof of execution of instruments and of holding
              of Debt Securities                                             65
SECTION 8.03. Who may be deemed owners of Debt Securities ...                65
SECTION 8.04. Debt Securities owned by Company or controlled or
              controlling companies disregarded for certain
              purposes                                                       67
SECTION 8.05. Revocation of action by Holder; action by Holder
              binds future Holders                                           67


                                  ARTICLE NINE.
                                HOLDERS MEETINGS.

SECTION 9.01. Purposes for which meetings may be called                      68
SECTION 9.02. Manner of calling meetings                                     68
SECTION 9.03. Call of meetings by Company or Holders                         68
SECTION 9.04. Who may attend and vote at meetings                            69
SECTION 9.05. Regulations may be made by Trustee                             69
              Conduct of the meeting                                         69
              Voting rights--quorum                                          69
              Adjournment                                                    70
SECTION 9.06. Manner of voting at meetings and record to be kept             70


                                  ARTICLE TEN.
                            SUPPLEMENTAL INDENTURES.

SECTION 10.01. Purposes for which supplemental indentures may
               be entered into without consent of Holders                    71
SECTION 10.02. Modification of Indenture with consent of Holders
               of 66-2/3% in principal amount of Debt Securities             72
SECTION 10.03. Eject of supplemental indentures                              73
               Opinion of Counsel                                            73
SECTION 10.04. Debt Securities may bear notation of changes by
               supplemental indentures                                       74


                                 ARTICLE ELEVEN.
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE.

SECTION 11.01. Consolidation and merger of Company and sale or
               conveyance permitted                                          74
               Assumption of obligations of Company by successor
               corporation or transferee                                     74


<PAGE>


                                      viii

                                                                            Page
                                                                            ----
SECTION 11.02. Rights and duties of successor corporation                    75
               Appropriate changes may be made in form of Debt
               Securities                                                    75
               Company may merge or acquire properties of other
               corporations                                                  75
SECTION 11.03. Opinion of Counsel                                            75


                                 ARTICLE TWELVE.
           SATISFACTION AND DISCHARGE OR INDENTURE; UNCLAIMED MONEYS.

SECTION 12.01. Satisfaction and discharge of Indenture                       76
SECTION 12.02. Application by Trustee of funds deposited for pay-
               ment of Debt Securities                                       77
SECTION 12.03. Repayment of moneys held by paying agent                      77
SECTION 12.04. Repayment of moneys held by Trustee                           77


                                ARTICLE THIRTEEN.
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

SECTION 13.01. Incorporators, stockholders, officers and directors of
               Company exempt from individual liability                      78


                                ARTICLE FOURTEEN.
                            MISCELLANEOUS PROVISIONS.

SECTION 14.01. Successors and assigns of Company bound by Indenture          78
SECTION 14.02. Acts of board, committee or officer of successor
               corporation valid                                             78
SECTION 14.03. Surrender of powers by Company                                79
SECTION 14.04. Required notices or demands may be served by mail             79
SECTION 14.05. Notices to Holders, Waiver                                    79
SECTION 14.06. Officers' Certificate and Opinion of Counsel to be
               furnished upon applications or demands by the
               Company                                                       80
               Statements to be included in each certificate fir
               opinion with respect to compliance with a condi-
               tion or covenant                                              80
SECTION 14.07. Payments due on holidays and non-banking days                 81
SECTION 14.08. Provisions required by Trust Indenture Act of
               1939 to control                                               81
SECTION 14.09. New York Contract                                             81
SECTION 14.10. Indenture may be executed in counterparts                     81


<PAGE>


                                       ix

                                                                            Page
                                                                            ----
ACCEPTANCE OF TRUST BY TRUSTEE                                               81
TESTIMONIUM                                                                  82
SIGNATURES AND SEALS                                                         82
ACKNOWLEDGEMENT OF COMPANY                                                   83
ACKNOWLEDGEMENT OF TRUSTEE                                                   84


<PAGE>


     THIS INDENTURE, dated as of the first day of July, 1982, between GENERAL
MILLS, INC., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter sometimes referred to as the "Company"), party of
the first part, and CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY, a
national banking association duly organized and existing under the laws of the
United States of America and authorized to accept and execute trusts, as Trustee
(hereinafter sometimes referred to as the "Trustee"), party of the second part,

WITNESSETH:

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more
series (herein called the "Debt Securities"), as in this Indenture provided, up
to such principal amount or amounts as may from time to time be authorized in or
pursuant to one or more resolutions of the Finance Committee of the Board of
Directors.

AND WHEREAS,

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   Now, THEREFORE, THIS INDENTURE WITTNESSETH:

For and in consideration of the premises and the purchase of the Debt Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Debt Securities or of series
thereof, as follows:


                                  ARTICLE ONE.
                                  DEFINITIONS.

     SECTION 1.01. The terms defined in this Section 1.01 (except as herein
     otherwise expressly provided or unless the context otherwise requires) for
     all purposes of this Indenture and of any indenture supplemental hereto
     shall have the respective meanings specified in this Section1.01. All other
     terms used in this Indenture which are defined in the Trust Indenture Act
     of 1939, as amended, or which are by reference therein defined in the
     Securities Act of 1933, as amended, shall (except as herein otherwise
     expressly provided or unless the context otherwise requires) have the
     meanings assigned to such terms in said Trust Indenture Act or in said
     Securities Act as in force at the date of this Indenture as originally
     executed. All accounting terms used herein and not expressly defined shall
     have the meanings assigned to such terms in accordance with generally
     accepted accounting principles, and the term "generally accepted accounting
     principles" means such accounting principles as are generally accepted at
     the time of any computation.


<PAGE>


                                       2


AUTHENTICATING AGENT:

     The term "Authenticating Agent" shall mean any agent or agents of the
Trustee which at the time shall be appointed and acting pursuant to Section
7.14.

AUTHORIZED NEWSPAPER:

     The term "Authorized Newspaper" shall mean a newspaper of general
circulation in the relevant area, printed in the English language and
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays. Whenever successive weekly publications in an
Authorized Newspaper are authorized hereunder, they may be made (unless
otherwise expressly provided herein) on the same or different days of the week
and in the same or different Authorized Newspapers.

BOARD OF DIRECTORS:

     The term "Board of Directors" shall mean the Board of Directors of the
Company or the duly authorized Finance Committee of the Board of Directors, or
any other Committee of that Board duly authorized to act hereunder.

BUSINESS DAY:

     The term "Business Day" means any day other than a day on which banking
institutions in the City of Chicago, Illinois, or the applicable Place of
Payment are authorized or required by law to close.

COMPANY:

     The term "Company" shall mean General Mills, Inc. and, subject to the
provisions of Article Eleven, shall also include its successors and assigns.

COUPON DEBT SECURITY:

     The term "Coupon Debt Security" shall mean any Debt Security authenticated
and delivered with one or more interest coupons appertaining thereto.

DEBT SECURITIES:

     The term "Debt Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Debt Securities authenticated and
delivered under this Indenture.


<PAGE>


                                       3


DEBT SECURITY REGISTER:

     The term "Debt Security Register" has the meaning specified in Section
2.05.

EVENT OF DEFAULT:

     The term "Event of Default" shall mean any event specified in Section 6.01.

FULLY REGISTERED DEBT SECURITY:

     The term "Fully Registered Debt Security" shall mean any Debt Security
registered as to principal and interest.

HOLDER:

     The term "Holder", when used with respect to any Debt Security, shall mean
the bearer of an Unregistered Debt Security or a Registered Holder of a
Registered Debt Security, and, when used with respect to any coupon, shall mean
the bearer thereof.

INDENTURE:

     The term "Indenture" shall mean this instrument as originally executed, or,
if amended or supplemented as herein provided, as so amended or supplemented, or
both, and shall include the form and terms of a particular series of Debt
Securities established as contemplated hereunder.

INTEREST:

     The term "interest" when used with respect to an Original Issue Discount
Security which by its terms bears interest only after maturity, shall mean
interest payable after maturity.

OFFICERS' CERTIFICATE:

     The term "Officers' Certificate" shall mean a certificate signed by the
Chairman of the Board, a Vice Chairman, or a Vice President and by the
Controller, the Treasurer, an Assistant Controller, or Assistant Treasurer, or
any other accounting officer of the Company. Each such certificate shall include
the statements provided for in Section 14.06, if and to the extent required by
the provisions thereof.

OPINION OF COUNSEL:

     The term "Opinion of Counsel" shall mean an opinion in writing signed by
legal counsel, who shall be satisfactory to the Trustee and who may be an
employee of or of counsel to the Company or the Trustee or who may be any


<PAGE>


                                       4


other counsel acceptable to the Trustee. Each such opinion shall include the
statements provided for in Section 14.06, if and to the extent required by the
provisions thereof.

ORIGINAL ISSUE DISCOUNT SECURITY:

     The term "Original Issue Discount Security" shall mean any Debt Security
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the maturity thereof pursuant
to Section 6.01.

OUTSTANDING:

     The term "Outstanding", when used with reference to Debt Securities, shall,
subject to the provisions hereof, mean, as of any particular time, all Debt
Securities authenticated and delivered by the Trustee under this Indenture,
except:

     (a) Debt Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;

     (b) Debt Securities, or portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent), provided that if such Debt Securities are to be redeemed
prior to the maturity thereof, notice of such redemption shall have been duly
given pursuant to this Indenture, or provision therefor satisfactory to the
Trustee shall have been made; and

     (c) Debt Securities in lieu of or in substitution for which other Debt
Securities shall have been authenticated and delivered pursuant to the terms of
Section 2.06.

     In determining whether the Holders of the requisite principal amount of
Outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding for such
purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 6.01.

PERSON:

     The term "Person" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

PLACE OF PAYMENT:


<PAGE>


                                       5


     The term "Place of Payment" shall mean a city or any political subdivision
thereof designated as such pursuant to Section 2.02.

PRINCIPAL CORPORATE TRUST OFFICE OF THE TRUSTEE:

     The term "Principal Corporate Trust Office of the Trustee" shall mean the
principal office of the Trustee at which at any particular time its corporate
trust business shall be administered, which, at the date of this Indenture, is
30 North LaSalle Street, Chicago, Illinois.

PRINCIPAL PROPERTY:

     The term "Principal Property" shall mean any flour mill, manufacturing
plant, packaging plant or research laboratory owned by the Company or any
Restricted Subsidiary (whether located on land owned or leased by the Company or
a Restricted Subsidiary) as of the date of this Indenture (and any future
additions or improvements thereto) and located within the United States of
America or Canada.

RECORD DATE:

     The term "record date" as used with respect to any semi-annual interest
payment date shall have the meaning specified pursuant to Section 2.02.

REDEMPTION PRICE:

     The term "Redemption Price" when used with respect to any Debt Security to
be redeemed, shall mean the price at which it is to be redeemed pursuant to this
Indenture.

REGISTERED COUPON DEBT SECURITY:

     The term "Registered Coupon Debt Security" shall mean any Coupon Debt
Security registered as to principal only.

REGISTERED DEBT SECURITY:

     The term "Registered Debt Security" shall mean any Debt Security registered
in the Debt Security Register.

REGISTERED HOLDER:

     The term "Registered Holder" when used with respect to a Registered Debt
Security, shall mean the person in whose name such Debt Security is registered
in the Debt Security Register.

RESPONSIBLE OFFICER:


<PAGE>


                                       6


     The term "responsible officer" when used with respect to the Trustee shall
mean the chairman of the board of directors, the vice chairman of the board of
directors, the chairman of the executive committee, the vice chairman of the
executive committee, the president, any vice president, the cashier, the
secretary, the treasurer, any trust officer, any assistant trust officer, any
assistant vice president, any assistant cashier, any assistant secretary, any
assistant treasurer, or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his knowledge of and familiarity with the
particular subject.

RESTRICTED SUBSIDIARY:

     The term "Restricted Subsidiary" shall mean any Subsidiary other than an
Unrestricted Subsidiary.

SHAREHOLDERS' OWNERSHIP:

     The term "Shareholders' Ownership" shall mean the stockholders' equities of
the Company and its subsidiaries, determined in accordance with generally
accepted accounting principles.

SUBSIDIARY:

     The term "Subsidiary" shall mean (a) any corporation of which at least a
majority of the outstanding stock having by the terms thereof ordinary voting
power to elect a majority of the board of directors of such corporation,
irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by reason of the
happening of any contingency, is at the time directly or indirectly owned or
controlled by the Company, and (b) any corporation of which at least a majority
of the outstanding stock of the character described in the foregoing clause (a)
shall at the time be owned or controlled, directly or indirectly, by the Company
and any Subsidiary or Subsidiaries as defined in the foregoing clause (a) or by
one or more such Subsidiaries.

TRUSTEE:

     The term "Trustee" shall mean Continental Illinois National Bank and Trust
Company of Chicago, Illinois and, subject to the provisions of Article Seven
hereof, shall also include its successors in the trust created by this
Indenture.


<PAGE>


                                       7


TRUST INDENTURE ACT OF 1939:

     The term "Trust Indenture Act of 1939" (except as herein otherwise
expressly provided) shall mean the Trust Indenture Act of 1939, as amended, as
in force at the date of this Indenture as originally executed.

UNITED STATES OF AMERICA:

     The term "United States of America" shall mean the fifty States
constituting the United States of America as of the date of this Indenture.

UNREGISTERED DEBT SECURITY:

     The term "Unregistered Debt Security" shall mean any Coupon Debt Security,
or bearer Debt Security (including any temporary bearer Debt Security), not
registered as to principal.

UNRESTRICTED SUBSIDIARY:

     The term "Unrestricted Subsidiary" shall mean:

     (a) Any Subsidiary, the greater portion of the operating assets of which is
located, or the principal business of which is carried on, outside the United
States of America and Canada or any Subsidiary which, during the twelve most
recent calendar months (or such shorter period as shall have elapsed since its
organization) derived the major portion of its gross revenues from sources
outside the United States of America or Canada;

     (b) Any Subsidiary, the principal business of which consists of the
financing or assisting in financing of dealers, distributors or other customers
to facilitate (i) the acquisition or disposition of products of the Company or
any Subsidiary or (ii) obtaining equipment or machinery used in connection with
such acquisition or disposition;

     (c) Any Subsidiary, the principal business of which consists of the owning,
leasing, dealing in or development of real property;

     (d) Any Subsidiary, substantially all the assets of which consist of
securities of an Unrestricted Subsidiary as defined in clauses (a) through (c)
hereof.

VALUE:

     The term "Value" when used in connection with a sale and leaseback
transaction shall mean, at any date as of which the amount thereof is to be
determined, the total net amount of rent (discounted from the respective due
dates thereof at the rate of interest per annum borne by all series of the Debt
Securities compounded annually) required to be paid by the lessee under such
lease during the remaining term thereof. The net amount of rent required to be


<PAGE>


                                       8


paid under any such lease for any such period shall be the total amount of the
rent payable by the lessee with respect to such period, but may exclude amounts
required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. In the case of any lease which is
terminable by the lessee upon the payment of a penalty, such net amount shall
also include the amount of such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated.

     All accounting terms not otherwise defined herein shall have the meanings
assigned to them in accordance with generally accepted accounting principles.

YIELD TO MATURITY:

     The term "Yield to Maturity" shall mean the yield to maturity, calculated
at the time of issuance of a series of Debt Securities or, if applicable, at the
most recent redetermination of interest on such series and calculated in
accordance with accepted financial practice.


                                  ARTICLE TWO.
          FORMS, ISSUE, DESCRIPTION, EXECUTION, REGISTRATION, TRANSFER
                        AND EXCHANGE OF DEBT SECURITIES.

     SECTION 2.01. The Debt Securities of each series and the coupons, if any,
appurtenant thereto shall be in substantially the form as shall be established
by or pursuant to a resolution of the Board of Directors or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rules made pursuant thereto or with
any rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Debt Securities and coupons, if any,
as evidenced by their execution of such Debt Securities and coupons, if any.

     The definitive-Debt Securities and coupons, if any, may be engraved as a
whole or in part and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as may be required to comply with any law or
with any rule or regulation made pursuant thereto, or, if not inconsistent with
the provisions of this Indenture, as the Company may deem appropriate or as may
be required to comply with any rule or regulation of any stock exchange on which
the Debt Securities may be listed, or to conform to usage.

     The Trustee's certificate of authentication on all Debt Securities
authenticated by the Trustee shall be in substantially the following form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


<PAGE>


                                       9


     This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                    CONTINENTAL ILLINOIS NATIONAL
                                        BANK AND TRUST COMPANY
                                              OF CHICAGO

                                                                      as Trustee


                                    By
                                      ------------------------------------------
                                                  Authorized Officer


     An Authenticating Agent's certificate of authentication on all Debt
Securities authenticated by the Authenticating Agent shall be in substantially
the following form:

              AUTHENTICATING AGENT'S CERTIFICATE OF AUTHENTICATION

     This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.


                                         As Authenticating Agent for the Trustee



                                    By
                                      ------------------------------------------
                                                  Authorized Officer


     Section 2.02. The Debt Securities may be issued in one or more series.
There shall be established in or pursuant to a resolution of the Board of
Directors or established in one or more indentures supplemental hereto, prior to
the issuance of Debt Securities of any series,

     (1) the title of the Debt Securities of the series (which shall distinguish
the Debt Securities of the series from all other Debt Securities);

     (2) any limit upon the aggregate principal amount of the Debt Securities of
the series which may be authenticated and delivered under this Indenture (except
for Debt Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Debt Securities of the series
pursuant to Section 2.05, 2.06, 2.07, 3.04, or 10.04);

     (3) the date or dates on which the principal and premium, if any, of the
Debt Securities of the series is payable;


<PAGE>


                                       10


     (4) the rate or rates (or method by which determined) at which the Debt
Securities of the series shall bear interest, if any, the date or dates from
which such interest shall accrue, the interest payment dates on which such
interest shall be payable and, in the case of Registered Debt Securities, the
record dates for the determination of Holders to whom such interest is payable;

     (5) if an Original issue Discount Security, the Yield to Maturity;

     (6) the place or places (the "Place of Payment") where the principal of,
and premium, if any, and any interest on Debt Securities of the series shall be
payable;

     (7) the price or prices at which, the period or periods within which and
the terms and conditions upon which Debt Securities of the series may be
redeemed, in whole or in part, at the option of the Company, pursuant to any
sinking fund or otherwise;

     (8) the obligation, if any, of the Company to redeem, purchase or repay
Debt Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the price or prices at which
and the period or periods within which and the terms and conditions upon which
Debt Securities of the series shall be redeemed, purchased or repaid, in whole
or in part, pursuant to such obligation;

     (9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Debt Securities of the series shall be
issuable;

     (10) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01 or
provable in bankruptcy pursuant to Section 6.02;

     (11) any Events of Default with respect to the Debt Securities of a
particular series, if not set forth herein;

     (12) whether the Debt Securities shall be issued in registered or bearer
form, with or without coupons; and

     (13) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture).

     All Debt Securities of any one series shall be substantially identical
except as to denomination and except that Debt Securities of any series may be
issuable as Registered Debt Securities or Unregistered Debt Securities, and
except as may otherwise be provided in or pursuant to such resolution of the
Board of Directors or in any such indenture supplemental hereto.

     SECTION 2.03. The Debt Securities of each series shall be issuable in such
form and in such denominations as shall be specified as contemplated by


<PAGE>


                                       11


Section 2.02. In the absence of any such specification with respect to the Debt
Securities of any series, the Debt Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Debt Securities of any series executed by the
Company to the Trustee for authentication, provided that in the case of Coupon
Debt Securities, the appropriate coupons must be attached. Except as otherwise
provided in this Article Two, the Trustee shall thereupon authenticate, or cause
the Authenticating Agent to authenticate, and deliver said Debt Securities to or
upon the written order of the Company, signed by the Chairman of the Board, a
Vice Chairman or any Executive Vice President and by the Treasurer or any
Assistant Treasurer. In authenticating, or causing to be authenticated, such
Debt Securities and accepting the additional responsibilities under this
Indenture in relation to such Debt Securities, the Trustee and the
Authenticating Agent shall be entitled to receive, and (subject to Section 7.01)
shall be fully protected in relying upon:

     (1) a copy of any resolution or resolutions of the Board of Directors
relating thereto and, if applicable, an appropriate record of any action taken
pursuant to such resolution, in each case certified by the Secretary or an
Assistant Secretary of the Company;

     (2) an executed supplemental indenture, if any;

     (3) an Officers' Certificate setting forth the form and terms of the Debt
Securities as required pursuant to Sections 2.01 and 2.02, respectively; and

     (4) an Opinion of Counsel prepared in accordance with Section 14.06 which
shall also state:

          (a) that the form of such Debt Securities has been established by or
     pursuant to a resolution of the Board of Directors or by a supplemental
     indenture as permitted by Section 2.01 in conformity with the provisions of
     this Indenture;

          (b) that the terms of such Debt Securities have been established by or
     pursuant to a resolution of the Board of Directors or by a supplemental
     indenture as permitted by Section 2.02 in conformity with the provisions of
     this Indenture;


<PAGE>


                                       12


          (c) that such Debt Securities, when authenticated and delivered by the
     Trustee or the Authenticating Agent and issued by the Company in the manner
     and subject to any conditions specified in such Opinion of Counsel, will
     constitute valid and legally binding obligations of the Company,
     enforceable in accordance with their terms, subject to bankruptcy,
     insolvency, reorganization and other laws of general applicability relating
     to or affecting the enforcement of creditors' rights and to general equity
     principles;

          (d) that all laws and requirements in respect of the execution and
     delivery by the Company of the Debt Securities have been complied with and
     that authentication and delivery of the Debt Securities by the Trustee or
     the Authenticating Agent will not violate the terms of the Indenture; and

          (e) such other matters as the Trustee may reasonably request.

     The Trustee shall have the right to decline to authenticate and deliver, or
to cause the Authenticating Agent to decline to authenticate and deliver, any
Debt Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith by its Board of Directors or trustees, executive committee, or a trust
committee of directors or trustees and/or vice presidents shall determine that
such action would expose the Trustee or the Authenticating Agent to personal
liability to existing Holders.

Each Debt Security shall be dated the date of its authentication.

     SECTION 2.04. The Debt Securities and coupons, if any, shall be signed on
behalf of the Company by its Chairman of the Board or a Vice Chairman or a Vice
President and by its Secretary or Treasurer or an Assistant Secretary or
Assistant Treasurer under its corporate seal which may, but need not, be
attested by its Secretary or an Assistant Secretary. Each such signature of the
Chairman of the Board, a Vice Chairman, a Vice President, the Secretary, the
Treasurer, an Assistant Secretary or an Assistant Treasurer upon the Debt
Securities and coupons, if any, may be in the form of a facsimile signature of
the present or any future Chairman of the Board, Vice Chairman, Vice President,
Secretary, Treasurer, Assistant Secretary or Assistant Treasurer and may be
imprinted or otherwise reproduced on the Debt Securities and coupons, if any.
The seal of the Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Debt Securities and
coupons, if any.

     Only such Debt Securities as shall bear thereon a certificate of
authentication duly executed by the Trustee or the Authenticating Agent shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. No coupon shall be entitled to the benefits of this Indenture or become
valid or obligatory for any purpose until such certificate by the Trustee or the
Authenticating Agent shall have become duly executed on the Debt Security to


<PAGE>


                                       13


which such coupon is appurtenant. Such certificate by the Trustee or the
Authenticating Agent upon any Debt Security executed by the Company shall be
conclusive evidence that the Debt Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder of such Debt Security
is entitled to the benefits of this Indenture.

     In case any officer Company who shall have signed any of the Debt
Securities or coupons shall cease to be such officer before the Debt Securities
so signed, or the Debt Securities to which such coupon appertains, shall have
been authenticated and delivered by the Trustee or the Authenticating Agent, or
disposed of by the Company, such Debt Securities nevertheless may be
authenticated and delivered or disposed of as though such person had not ceased
to be such officer of the Company; and any Debt Security or coupon may be signed
on behalf of the Company by any person who, at the actual date of the execution
of such Debt Security or coupon, shall be a proper officer of the Company to
sign such Debt Security or coupon, although at the date of the execution of this
Indenture any such person was not such officer.

     SECTION 2.05. Registered Debt Securities of any series may be exchanged for
a like aggregate principal amount and maturity of Registered Debt Securities of
the same series in other authorized denominations. Registered Debt Securities to
be exchanged shall be surrendered at the office or agency to be maintained by
the Company as provided in Section 4.02, and the Company shall execute and
register and the Trustee shall authenticate and deliver in exchange therefor the
Registered Debt Security or Registered Debt Securities which the Holder making
the exchange shall be entitled to receive.

     The Company shall keep, at the office or agency to be maintained by the
Company as provided in Section 4.02, a register or registers (the "Debt Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Debt Securities which by their
terms are registrable and transfers of Registered Debt Securities as in this
Article Two provided. The Debt Security Register shall be in written form or in
any other form capable of being converted into written form within a reasonable
time. Upon surrender for registration of transfer of any Registered Debt
Security of any series at such office or agency, the Company shall execute and
the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Debt Security or Registered Debt Securities of the
same series for a like aggregate principal amount and maturity.

     Upon presentation for registration of any Unregistered Debt Security of any
series which by its terms is registrable as to principal at the office agency of
the Company for such purpose as provided in Section 4.02, such Debt Security
shall be registered as to principal in the name of the Holder thereof and such
registration shall be noted on such Debt Security. Any Debt Security so
registered shall be transferable on the Debt Security Register, upon
presentation of such Debt Security at such office or agency for similar notation
thereon, but such Debt Security may be discharged from registration by being in
like manner transferred to bearer, whereupon transferability by delivery shall
be restored.


<PAGE>


                                       14


Unregistered Debt Securities shall continue to be subject to successive
registrations and discharges from registration at the option of the Holders
thereof.

     Coupon Debt Securities shall be transferable by delivery except while
registered as to principal. Registration of any Coupon Debt Security shall not
affect the transferability by delivery of the coupons appertaining thereto,
which shall continue to be payable to bearer and transferable by delivery.

     At the option of the Holder thereof, Coupon Debt Securities of any series
which by their terms are registrable as to principal and interest may be
exchanged for Fully Registered Debt Securities of such series of any authorized
denominations and of a like aggregate principal amount and stated maturity, upon
surrender of the Coupon Debt Securities to be exchanged at such office or agency
with all unmatured coupons and all matured coupons in default thereto
appertaining, and upon payment, if the Company shall so require, of the charges
hereinafter provided. At the option of the Holder thereof, Fully Registered Debt
Securities of any series, which by their terms provide for the issuance of
Coupon Debt Securities, may be exchanged for Coupon Debt Securities or Fully
Registered Debt Securities of such series, of any authorized denominations and
of a like aggregate principal amount and stated maturity, upon surrender of the
Debt Securities to be exchanged at such office agency, and upon payment if the
Company shall so require, of the charges hereinafter provided. Whenever any Debt
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee or Authenticating Agent shall authenticate and deliver, the Debt
Securities which the Holder making the exchange is entitled to receive.

     All Debt Securities issued upon any registration of transfer or exchange of
Debt Securities shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Debt
Securities surrendered upon such registration of transfer or exchange.

     All Registered Debt Securities presented or surrendered for registration of
transfer, exchange, redemption or payment shall (if so required by the Company
or the Trustee) be duly endorsed by, or be accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company and the Trustee
and duly executed by, the Holder or his attorney duly authorized in writing.

     The Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange,
registration of transfer or transfer of Debt Securities. No service charge shall
be made for any such transaction.

     The Company shall not be required to issue, register the transfer of or
exchange (a) any Debt Securities for a period of 15 days next preceding any
mailing of notice of redemption of such Debt Securities to be redeemed or (b)
any Debt Securities selected, called or being called for redemption except, in
the case of any Debt Security to be redeemed in part, the portion thereof not to
be redeemed.


<PAGE>


                                       15


     SECTION 2.06. Pending the preparation of definitive Debt Securities of any
series, the Company may execute and, where the form of definitive Debt
Securities provides for registration of the definitive Debt Securities, register
and the Trustee or the Authenticating Agent shall authenticate and deliver
temporary Debt Securities (printed, lithographed or typewritten). Temporary Debt
Securities may be of any authorized denomination and substantially in the form
of the definitive Debt Securities of such series, but with such omissions,
insertions and variations as may be appropriate for temporary Debt Securities,
all as may be determined by the Company. Temporary Debt Securities may be issued
without a recital of the specific redemption prices set forth in the form of
Debt Security hereinabove recited, and may contain such reference to any
provisions of this Indenture as may be appropriate. Every temporary Debt
Security shall be executed and, where the form of definitive Debt Securities
provides for registration of the definitive Debt Securities, registered by the
Company and be authenticated by the Trustee or the Authenticating Agent upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Debt Securities. Without unnecessary delay the Company shall
execute and, where the form of definitive Debt Securities provides for
registration of the definitive Debt Securities, register and shall furnish
definitive Debt Securities of such series and thereupon temporary Debt
Securities of such series may be surrendered in exchange therefor at the office
or agency to be maintained by the Company as provided in Section 4.02, and the
Trustee or the Authenticating Agent shall authenticate and deliver in exchange
for such temporary Debt Securities of such series a like aggregate principal
amount and maturity of definitive Debt Securities of the same series of
authorized denominations. Such exchange shall be made by the Company at its own
expense without any charge therefor. Until so exchanged, the temporary Debt
Securities of any series shall be entitled to the same benefits under this
Indenture as definitive Debt Securities of such series.

     SECTION 2.07. In case any temporary or definitive Debt Security or any
coupon attached to any such Debt Security shall become mutilated or be
destroyed, lost or stolen, the Company in its discretion may execute and, in the
case of a Registered Debt Security, register, and upon its request the Trustee
or the Authenticating Agent shall authenticate and deliver (in the case of a
mutilated Debt Security or coupon, upon its surrender to the Trustee), a new
Debt Security of the same series, bearing a number not contemporaneously
outstanding, in exchange for or in lieu of and substitution for any such
mutilated, destroyed, lost or stolen Debt Security or the Coupon Debt Security
to which such mutilated, destroyed, lost or stolen coupon appertains. In every
case the applicant for a substitute Debt Security shall furnish to the Company
and to the Trustee such security or indemnity as may be required by them to save
each of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Debt Security or coupon,
as the case may be, and of the ownership thereof. The Trustee or the
Authenticating Agent may authenticate any such substitute Debt Security and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the


<PAGE>


                                       16


issuance of any substitute Debt Security, the Company may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses connected therewith. In case
any Debt Security or coupon which has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Debt Security, pay or authorize the payment of such Debt Security or
coupon (without surrender thereof except in the case of a mutilated Debt
Security or coupon) if the applicant for such payment shall furnish to the
Company and to the Trustee such security or indemnity as they may require to
save each of them harmless and, in case of destruction, loss or theft, evidence
to the satisfaction of the Company and the Trustee of the destruction, loss or
theft of such Debt Security or coupon and of the ownership thereof.

     Every substitute Debt Security (and appurtenant coupons) issued pursuant to
the provisions of this Section 2.07 by virtue of the fact that a Debt Security
or coupon was destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Debt Security or coupon shall at any time be enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities and coupons of that
series duly issued under this Indenture. All Debt Securities and coupons shall
be held and owned upon the express condition that, to the extent permitted by
law, the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debt Securities or coupons and
shall preclude any and all other rights or remedies, notwithstanding any law or
statute now existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities or coupons
without their surrender.

     SECTION 2.08. All Debt Securities surrendered for payment, redemption,
registration of transfer, or exchange, and all coupons surrendered for payment,
shall, if surrendered to the Company, the Authenticating Agent or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, be cancelled by it, and no Debt Securities or coupons shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Indenture or such Debt Securities. Unless otherwise requested by the Company,
the Trustee shall destroy cancelled Debt Securities and coupons and deliver a
certificate of such destruction to the Company. If the Company shall acquire any
of the Debt Securities or coupons, however, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such Debt
Securities or coupons unless and until the same are delivered or surrendered to
the Trustee for cancellation.

     SECTION 2.09. Nothing in this Indenture or in the Debt Securities,
expressed or implied, shall give or be construed to give to any person other
than the parties hereto and the Holders any legal or equitable right, remedy or
claim under or in respect of this Indenture, or under any covenant, condition or
provision herein contained, all the covenants, conditions and provisions hereof
being for the sole benefit of the parties hereto and of the Holders.


<PAGE>


                                       17


     SECTION 2.10. Interest Rights Preserved. Each Debt Security of any series
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Debt Security of such series shall carry all the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security of such series, and each such Debt Security of such series shall be so
dated, or have attached thereto such coupons, that neither gain nor loss in
interest shall result from such transfer, exchange or substitution.


                                 ARTICLE THREE.
                         REDEMPTION OF DEBT SECURITIES.

     SECTION 3.01. The provisions of this Article shall be applicable to the
Debt Securities of any series which are redeemable before their maturity except
as otherwise specified as contemplated by Section 2.02 for Debt Securities of
such series. The Company may at its option redeem all or from time to time any
part of the Debt Securities of any series in accordance with their terms, at any
time prior to maturity.

     SECTION 3.02. In case the Company shall desire to exercise such right to
redeem all or any part of the Debt Securities of any series in accordance with
their terms, it shall fix a date for redemption and shall give notice of such
redemption to the Holders of such series to be redeemed as a whole or in part in
the manner provided in Section 14.05, not less than 30 nor more than 60 days
prior to the date fixed for redemption. Any notice which is given in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice. In any case, failure duly to give notice
in the manner provided in Section 14.05, or any defect in the notice, to the
Holder of any Debt Security of a series designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Debt Security of such series.

     Each such notice of redemption shall specify the date fixed for redemption
and the Redemption Price and shall state that payment of the Redemption Price of
the Debt Securities or portions thereof to be redeemed will be made at the
office or agency to be maintained by the Company as provided in Section ax.02
upon presentation and surrender of such Debt Securities and all unmatured
coupons appertaining thereto, that interest, if any, accrued to the date fixed
for redemption will be paid as specified in said notice, and that on and after
said date interest, if any, thereon or on the portions thereof to be redeemed
will cease to accrue. If less than all the Debt Securities of a series are to be
redeemed, the notice of redemption shall specify which of such Debt Securities
of that series are to be redeemed in whole or in part. In case any Debt Security
is to be redeemed in part only, the notice shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Debt Security, a new Debt
Security or Debt Securities of that series in principal amount equal to the
unredeemed portion thereof will be issued.


<PAGE>


                                       18


     If less than all the Debt Securities of a series are to be redeemed, the
Company shall give the Trustee adequate notice (but in no event less than 50
days' notice unless the Trustee shall otherwise agree) in advance as to the
aggregate principal amount and maturity of Debt Securities of that series to be
redeemed, and thereupon the Trustee shall select in such manner as it shall deem
appropriate and fair, the Debt Securities of that series to be redeemed and
shall thereafter promptly notify the Company in writing of the Debt Securities
to be redeemed; provided, however, that no Debt Security of a denomination of
$1,000 shall be redeemed in part and Debt Securities may be redeemed in part
only in multiples of $1,000.

     On or before the Business Day next preceding any date fixed for redemption,
the Company shall deposit with the Trustee or with a paying agent (or, if the
Company is acting as its own paying agent, segregate and hold in trust as
provided in Section 4.11) an amount of money sufficient to pay the Redemption
Price of, and accrued interest, if any, on all the Debt Securities of such
series or proportions thereof which are to be redeemed on the date fixed for
redemption.

     SECTION 3.03. The provisions of this Section shall be applicable to any
sinking fund for the retirement of Debt Securities of a series except as
otherwise specified as contemplated by Section 2.02 for Debt Securities of such
series.

     The minimum amount of any sinking fund payment provided for by the terms of
Debt Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Debt Securities of any series is herein referred to as an "optional
sinking fund payment."

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Debt Securities in cash, the Company may at its
option (a) deliver to the Trustee Debt Securities of that series theretofore
purchased or otherwise acquired by the Company, or (b) receive credit for the
principal amount of Debt Securities of that series which have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities; provided that such Debt
Securities have not been previously so credited. Such Debt Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly. Not less than 50 days prior to each sinking fund payment
date for any series of Debt Securities, the Company will deliver to the Trustee
a certificate signed by the Treasurer or any Assistant Treasurer of the Company
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Debt Securities of that series pursuant to
this Section 3.03 (which Debt Securities will accompany such certificate) and
whether the Company intends to


<PAGE>


                                       19


exercise its right to make a permitted optional sinking fund payment with
respect to such series. Such certificate shall also state that no Event of
Default has occurred and is continuing with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate (or to deliver the Debt
Securities specified in this paragraph), the sinking fund payment due on the
next succeeding sinking fund payment date for that series shall be paid entirely
in cash and shall be sufficient to redeem the principal amount of such Debt
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Debt Securities as provided in this Section 3.03 and without
the right to make any optional sinking fund payment with respect to such series.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Company shall so
request) with respect to the Debt Securities of any particular series shall be
applied by the Trustee on the sinking fund payment date on which such payment is
made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Debt Securities at the Redemption Price specified in such Debt
Securities for operation of the sinking fund together with accrued interest, if
any, to the date fixed for redemption. Any sinking fund moneys not so applied or
allocated by the Trustee to the redemption of Debt Securities shall be added to
the next cash sinking fund payment received by the Trustee for such series and,
together with such payment, shall be applied in accordance with the provisions
of this Section 3.03. Any and all sinking fund moneys with respect to the Debt
Securities of any particular series held by the Trustee on the last sinking fund
payment date with respect to Debt Securities of such series and not held for the
payment or redemption of particular Debt Securities shall be applied by the
Trustee, together with other moneys, if necessary, to be deposited sufficient
for the purpose, to the payment of the principal of the Debt Securities of that
series at maturity.

     The Trustee shall select the Debt Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 3.02 and the
Company shall cause notice of the redemption thereof to be given in the manner
provided in Section 3.02 except that the notice of redemption shall also state
that the Debt Securities are being redeemed by operation of the sinking fund.
Such notice having been duly given, the redemption of such Debt Securities shall
be made upon the terms and in the manner stated in Section 3.04.

     On or before each sinking fund payment date, the Company shall pay to the
Trustee in cash a sum equal to any interest accrued to the date fixed for
redemption of Debt Securities or portions thereof to be redeemed on such sinking
fund payment date pursuant to this Section 3.03.


<PAGE>


                                       20


     The Trustee shall not redeem any Debt Securities of a series with sinking
fund moneys or give any notice of redemption of such Debt Securities by
operation of the sinking fund for such series during the continuance of a
default in payment of interest on such Debt Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been given in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur and any moneys thereafter paid into
such sinking fund shall, during the continuance of such default or Event of
Default, be held as security for the payment of such Debt Securities; provided,
however, that in case such Event of Default or default shall have been cured or
waived as provided herein, such moneys shall thereafter be applied on the next
sinking fund payment date for such Debt Securities on which such moneys may be
applied pursuant to the provisions of this Section 3.03.

     SECTION 3.04. If the giving of notice of redemption shall have been
completed as above provided, the Debt Securities or portions of Debt Securities
specified in such notice shall become due and payable on the date and at the
place stated in such notice at the applicable Redemption Price, together with
interest, if any, accrued to the date fixed for redemption, and unless the
Company shall default in the payment of such Debt Securities at the Redemption
Price, together with interest, if any, accrued to said date, interest on the
Debt Securities or portions of Debt Securities so called for redemption shall
cease to accrue on and after said date. If any Debt Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal (and premium, if any) shall, until paid, bear interest from the date
axed for redemption at the rate borne by the Debt Securities. On presentation
and surrender of such Debt Securities and all unmatured coupons appertaining
thereto at said Place of Payment in said notice specified, such Debt Securities
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable Redemption Price, together with interest, if any, accrued thereon
to the date axed for redemption.

     Upon presentation of any Debt Security which is redeemed in part only, the
Company shall execute and, in the case of Registered Debt Securities, register
and the Trustee or the Authenticating Agent shall authenticate and deliver, at
the expense of the Company, a new Debt Security or Debt Securities in an
authorized denomination or denominations and in the principal amount equal to
the unredeemed portion of the Debt Security so presented.


                                  ARTICLE FOUR.
                      PARTICULAR COVENANTS OF THE COMPANY.

     SECTION 4.01. The Company covenants and agrees for the benefit of the
Holders of each series of Debt Securities that it will duly and punctually pay
or


<PAGE>


                                       21


cause to be paid the principal of and premium, if any, and interest on the Debt
Securities of that series at the places, at the respective times and in the
manner provided in such Debt Securities. Each installment of interest on
interest-bearing Registered Debt Securities of any series may be paid by mailing
checks for such interest payable to or upon the written order of the Holders of
such Registered Debt Securities entitled thereto as they shall appear on the
Debt Security Register. The interest on Coupon Debt Securities shall be payable
only upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. The interest on
any temporary bearer Debt Securities shall be paid, as to the installments of
interest evidenced by coupons attached thereto, if any, only upon presentation
and surrender thereof, and, as to the other installments of interest, if any,
only upon presentation of such Debt Securities for notation thereon of the
payment of such interest. The interest on Registered Debt Securities shall be
payable only to or upon the written order of the Holders thereof.

     SECTION 4.02. As long as any of the Debt Securities of a series remain
outstanding, the Company will maintain an office or agency in the City of New
York, New York, in the City of Chicago, Illinois, and in any other Place of
Payment, where the Debt Securities may be presented for exchange and
registration of transfer as in this Indenture provided, where notices and
demands to or upon the Company in respect of the Debt Securities of this
Indenture may be served and where the Debt Securities and any coupons
appurtenant thereto may be presented for payment. The Principal Corporate Trust
Office of the Trustee shall be said office or agency for all the aforesaid
purposes, unless the Company shall maintain some other office or agency for such
purposes and shall give the Trustee notice of the location thereof. In case the
Company shall fail to maintain such office or agency, presentations may be made
and notices and demands may be served at the Principal Corporate Trust Office of
the Trustee and, in such event, the Company hereby appoints the Trustee its
agent to receive all such presentations, notices and demands.

     SECTION 4.03. SO long as any of the Debt Securities remain Outstanding and
unpaid, the Company will not create, assume or suffer to exist and will not
cause, suffer or permit any Restricted Subsidiary to create, assume or suffer to
exist, any mortgage, pledge or other lien or encumbrance of or upon any
Principal Property, or of or upon any indebtedness of, or equity securities of,
any Restricted Subsidiary, without making effective provision, and the Company
covenants that in any such case it will make or cause to be made effective
provision, whereby the Debt Securities of each series outstanding shall be
secured by such mortgage, pledge, lien or encumbrance equally and ratably with
any and all other obligations and indebtedness thereby secured so long as such
indebtedness is so secured; provided, that the foregoing covenant shall not
apply to any mortgage, pledge, lien or encumbrance of the following character.

     (a) mortgages, pledges, liens or encumbrances on property included within
the foregoing covenant existing at the time of acquisition of such property or
to secure the payment of all or any part of the purchase price thereof or to
secure any indebtedness incurred at the time of, or within 90 days after, the
acquisition


<PAGE>


                                       22


of such property for the purpose of financing all or any part of the purchase
price thereof;

     (b) mortgages, pledges, liens or encumbrances existing at the time such
corporation became or becomes a Restricted Subsidiary;

     (c) mortgages, pledges, liens or encumbrances on property of a corporation
existing at the time such corporation was or is (i) merged into or consolidated
with the Company or a Restricted Subsidiary or (ii) otherwise acquired by the
Company or any Restricted Subsidiary;

     (d) mortgages, pledges, liens or encumbrances executed by any Restricted
Subsidiary and exclusively securing indebtedness of such Restricted Subsidiary
held by the Company or any other Restricted Subsidiary;

     (e) liens or encumbrances arising by reason of any judgment, decree or
order of any court, so long as any appropriate legal proceedings which may have
been duly initiated for the review of such judgment, decree or order shall not
have been finally terminated or so long as the period within which such
proceedings may be initiated shall not have expired; liens for taxes not yet due
or which are being contested in good faith; or pledges or deposits to secure
payment of worker's compensation or other insurance; good faith deposits in
connection with tenders, contracts (other than contracts for the payment of
money) or leases; deposits to secure public or statutory obligations; deposits
to secure or in lieu of surety or appeal bonds; or deposits as security for the
payment of taxes;

     (f) extensions, renewals or replacements, in whole or in part, of any
mortgage, pledge, lien or encumbrance referred to in the foregoing clauses (a)
to (e), inclusive, provided that the principal amount of indebtedness secured
thereby shall not exceed the principal amount of indebtedness so secured at the
time of such extension, renewal or replacement; and

     (g) other mortgages, pledges, liens or encumbrances on property included in
the foregoing covenant, provided that the sum of the aggregate indebtedness
secured by such other mortgages, pledges, liens and encumbrances (exclusive of
indebtedness secured by mortgages, pledges, liens and encumbrances permitted by
clauses (a) through (f) hereof), and the aggregate Value of sale and leaseback
transactions permitted under Section 4.04, shall not exceed an amount equal to
5% of Shareholders' Ownership as of the end of the fiscal quarter of the Company
last preceding the date of the computation.

     The Company covenants and agrees that if, upon any consolidation or merger
of the Company with or into any other corporation, or upon any sale or
conveyance of the properties and assets of the Company as an entirety or
substantially as an entirety to any other corporation, or upon any acquisition
by the Company of all or any part of the property of another corporation, any
Principal Property of the Company would thereupon become subject to any
mortgage, pledge, encumbrance or lien, the Company, prior to such


<PAGE>


                                       23


consolidation, merger, sale, conveyance or acquisition, will by indenture
supplemental hereto secure the Debt Securities of all series then outstanding
(equally and ratably with any other indebtedness of the Company then entitled to
similar security) by a direct lien on such Principal Property of the Company
prior to all liens other than any theretofore existing thereon.

     In the event that the Company shall hereafter secure the Debt Securities
pursuant to the provisions of this Section 4.03, the Trustee is hereby
authorized to enter into an indenture or agreement supplemental hereto and to
take such action, if any, as it may deem advisable to enable it to enforce
effectively the rights of the Holders of the Debt Securities so secured.

     Subject to the provisions of Section 7.01, the Trustee may receive an
Opinion of Counsel as conclusive evidence that such supplemental indenture or
action taken to secure the Debt Securities complies with the provisions of this
Section 4.03.

     SECTION 4.04. The Company will not sell to anyone other than a Restricted
Subsidiary any Principal Property, or any substantial portion thereof, with the
intention of taking back a lease of such property except a lease for a temporary
period, not to exceed three years, by the end of which it is intended that the
use of such property by the Company or any Restricted Subsidiary will be
discontinued, and the Company will not permit any Restricted Subsidiary to sell
to anyone other than the Company or any other Restricted Subsidiary any
Principal Property, or any substantial portion thereof, with the intention of
taking back a lease of such property except a lease for a temporary period, not
to exceed three years, by the end of which it is intended that the use of such
property by any Restricted Subsidiary or the Company will be discontinued;
provided, however, that the Company may make or may permit a Restricted
Subsidiary to make such a sale if, in the alternative, either (a) the Company or
a Restricted Subsidiary would be permitted under Section 4.03 to permit a
mortgage, pledge, lien or encumbrance on a Principal Property securing
indebtedness equal in amount to the Value of such sale and leaseback transaction
without equally and ratably securing the Debt Securities; or (b) the net
proceeds of such sale (including any purchase money mortgages received in
connection with such sale) are at least equal to the fair value (as determined
by the Board of Directors) of such property and the Company, within 120 days
after the transfer of title to such property, applies an amount equal to the net
proceeds derived from such sale (including the amount of any such purchase money
mortgages) to the retirement of Debt Securities (in the manner, subject to the
restrictions and at the redemption prices then applicable to redemption of Debt
Securities at the option of the Company as specified in Sections 3.01 and 3.02)
or other indebtedness of the Company or a Restricted Subsidiary with a maturity
in excess of one year from the date of such sale and which is not subordinate in
right of payment to the payment of the Debt Securities.

     SECTION 4.05. The Company will not, and it will not permit any Restricted
Subsidiary to, transfer any Principal Property to any Unrestricted Subsidiary,


<PAGE>


                                       24


unless the net proceeds of such transfer are at least equal to the fair value
(as determined by the Board of Directors) of the property transferred.

     SECTION 4.06. So long as any of the Debt Securities remain outstanding and
unpaid the Company will at all times (except as otherwise provided or permitted
in this Section 4.06 or elsewhere in this Indenture) do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and franchises and the corporate existence and franchises of each
Restricted Subsidiary; provided, that nothing herein shall require the Company
to continue the corporate existence or franchises of any Restricted Subsidiary
if in the judgment of the Board of Directors it shall be necessary, advisable or
in the interest of the Company to discontinue the same.

     SECTION 4.07. The Company will not consolidate or merge with or sell,
convey or lease all or substantially all of its property to any other
corporation except as permitted in Article Eleven.

     SECTION 4.08. From time to time the Company will make, execute and deliver
to the Trustee or cause to be made, executed and delivered to the Trustee any
and all such further and other instruments and assurances as may be reasonably
necessary or proper to carry out the intention of or to facilitate the
performance of the terms of this Indenture or to secure the rights and remedies
hereunder of the Holders of the Debt Securities.

     SECTION 4.09. On or before May 1, 1983, and on or before May 1 in each year
thereafter, the Company shall file with the Trustee a statement, signed by the
Chairman of the Board, Vice Chairman of the Board, or any Vice President and by
the Treasurer or any Assistant Treasurer or the Secretary or any Assistant
Secretary of the Company, stating that in the course of the performance by the
signers of their duties as such officers of the Company they would normally
obtain knowledge of any default by the Company in the performance or fulfillment
of any covenant, agreement or condition contained in this Indenture, stating
whether or not they have obtained knowledge of any such default, and, if so,
specifying each such default of which the signers have knowledge and the nature
and status thereof.


<PAGE>


                                       25


     SECTION 4.10. The Company, whenever necessary to avoid or tell a vacancy in
the office Trustee, will appoint, in the manner provided in Section 7.10, a
Trustee, so that there shall at all times be a Trustee with respect to each
series of Debt Securities hereunder.

     SECTION 4.11. (a) Whenever the Company shall appoint a paying agent (other
than the Trustee) with respect to the Debt Securities of any series it will
cause such paying agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this
Section 4.11,

          (1) that it will hold all sums held by it as such agent for the
     payment of the principal of (and premium, if any) or interest on the Debt
     Securities of such series (whether such sums have been paid to it by the
     Company or by any other obliger on the Debt Securities of such series) in
     trust for the benefit of the respective Holders of the Debt Securities of
     such series or of the Trustee, as the case may be, and will notify the
     Trustee of the receipt of sums to be so held,

          (2) that it will give the Trustee notice of any failure by the Company
     (or by any other obliger on the Debt Securities of such series) to make any
     payment of the principal of (and premium, if any) or interest on the Debt
     Securities of such series when the same shall be due and payable, and

          (3) that it will at any time during the continuance of an Event of
     Default, upon the written request of the Trustee, forthwith pay to the
     Trustee all sums so held by it as such agent.

     (b) If the Company shall act as its own paying agent, it will, on or before
each due date of the principal of (and premium, if any) or interest on the Debt
Securities of any series, set aside, segregate and hold in trust for the benefit
of the respective Holders of Debt Securities of such series or of the Trustee,
as the case may be, a sum sufficient to pay such principal (and premium, if any)
or interest so becoming due. The Company will promptly notify the Trustee of any
failure to take such action.

     (c) Anything in this Section 4.11 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it or any paying agent hereunder as
required by this Section 4.11, such sums to be held by the Trustee upon the
trusts herein contained.

     (d) Anything in this Section 4.11 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.11 is subject to
the provisions of Sections 12.03 and 12.04.


<PAGE>


                                       26


                                  ARTICLE FIVE.
                     HOLDER LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE

     SECTION 5.01. The Company covenants and agrees that it will furnish or
cause to be furnished to the Trustee semi-annually, not more than 15 days after
each record date for the payment of semi-annual interest on Registered Debt
Securities, and on dates to be determined pursuant to Section 2.02 for
non-interest bearing securities, a list, in such form as the Trustee may
reasonably require, containing all the information in the possession or control
of the Company as to the names and addresses of the Holders of the Debt
Securities of each series as of such record date or dates, and at such other
times as the Trustee may request in writing, within 30 days after receipt by the
Company of any such request, a list similar in form and in content as of a date
not more than 15 days prior to the time such list is furnished, provided that so
long as the Trustee is the registrar of the Debt Securities and all the Debt
Securities of any series are Fully Registered Debt Securities, no such list
shall be required to be furnished in respect of such series.

     SECTION 5.02. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
Holders of each series of Debt Securities contained in the most recent list
furnished to it as provided in Section 5.01 and received by it in its capacity
as paying agent or registrar (if so acting). The Trustee may destroy any list
furnished to it as provided in Section 5.01 upon receipt of a new list so
furnished.

     (b) In case three or more Holders of Debt Securities (hereinafter referred
to as "applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Debt Security of a
particular series for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Debt Securities of a particular series (in
which case the applicants must all hold Debt Securities of such series) or with
Holders of all Debt Securities with respect to their rights under this Indenture
or under such Debt Securities and is accompanied by a copy of the form of proxy
or other communication which such applicants propose to transmit, then the
Trustee shall, within five Business Days after the receipt of such application,
at its election, either

          (1) afford such applicants access to all information preserved at the
     time by the Trustee in accordance with the provisions of subsection (a) of
     this Section 5.02, or

          (2) inform such applicants as to the approximate number of Holders of
     Debt Securities of such series or all Debt Securities, as the case may be,
     whose names and addresses appear in the information preserved at the time
     by the Trustee, in accordance with the provisions of subsection (a) of this
     Section 5.02, and as to the approximate cost of


<PAGE>


                                       27


     mailing to such Holders the form of proxy or other communication, if any,
     specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of a Debt Security of such series or all Debt Securities, as
the case may be, whose name and address appear in the information preserved at
the time by the Trustee in accordance with the provisions of subsection (a) of
this Section 5.02 a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provisions for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the
Securities and Exchange Commission, together with a copy of the material to be
mailed, a written statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interests of the Holders of Debt
Securities of such series or all Debt Securities, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If said Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, said Commission shall find, after
notice and opportunity for hearing, that all preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Debt Securities of a particular series (in
which case the applicants must all hold Debt Securities of such series) or with
Holders of all Debt Securities with respect to their rights under this Indenture
or under such Debt Securities and is accompanied by a copy of the form of proxy
or other communication which such applicants propose to transmit, then the
Trustee shall, within five Business Days after the receipt of such application,
at its election, either

          (1) afford such applicants access to all information preserved at the
     time by the Trustee in accordance with the provisions of subsection (a) of
     this Section 5.02, or

          (2) inform such applicants as to the approximate number of Holders of
     Debt Securities of such series or all Debt Securities, as the case may be,
     whose names and addresses appear in the information preserved at the time
     by the Trustee, in accordance with the provisions of subsection (a) of this
     Section 5.02, and as to the approximate cost of mailing to such Holders the
     form of proxy or other communication, if any, specified in such
     application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of a Debt Security of such series or all Debt Securities, as
the case may be, whose name and address appear in the information preserved at
the time by the Trustee in accordance with the provisions of subsection (a) of
this Section 5.02 a copy of the form of proxy or other communication which is


<PAGE>


                                       28


specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provisions for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the
Securities and Exchange Commission, together with a copy of the material to be
mailed, a written statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interests of the Holders of Debt
Securities of such series or all Debt Securities, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If said Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, said Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

     (c) Each and every Holder, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
paying agent shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with the
provisions of subsection (b) of this Section 5.02, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (b).

SECTION 5.03. The Company covenants:

     (a) to file with the Trustee, within 15 days after the Company is required
to file the same with the Securities and Exchange Commission, copies of the
annual reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as said Commission may from time to time
by rules and regulations prescribe) which the Company may be required to file
with said Commission pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934, or if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to file with the
Trustee and said Commission, in accordance with rules and regulations prescribed
from time to time by said Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to section 13
of the Securities Exchange Act of 1934 in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

     (b) to file with the Trustee and the Securities and Exchange Commission, in
accordance with the rules and regulations prescribed from time to time by said
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants provided for in


<PAGE>


                                       29


this Indenture as may be required from time to time by such rules and
regulations; and

     (c) to transmit by mail to all Holders, in the manner and to the extent
provided in Section 5.04(c), within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section 5.03 as
may be required by rules and regulations prescribed from time to time by the
Securities and Exchange Commission.

     SECTION 5.04. (a) On or before August l, 1983, and on or before August 1 in
every year thereafter so long as any Debt Securities are Outstanding, the
Trustee shall transmit to the Holders of each series, as provided in subsection
(c) of this Section 5.04, a brief report dated as of the preceding June 1 with
respect to:

          (1) its eligibility under Section 7.09, and its qualifications under
     Section 7.08, or in lieu thereof, if to the best of its knowledge it has
     continued to be eligible and qualified under such Sections, a written
     statement to such effect;

          (2) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee as such which remain unpaid on the date of such Debt
     Securities report, and for the reimbursement of which it claims or may
     claim a lien or charge, prior to that of the Debt Securities, on any
     property or funds held or collected by it as Trustee, except that the
     Trustee shall not be required (but may elect) to report such advances if
     such advances so remaining unpaid aggregate not more than one-half of one
     per cent, of the principal amount of the Debt Securities for any series
     Outstanding on the date of such report;

          (3) the amount, interest rate, and maturity date of all other
     indebtedness owing by the Company (or by any other obliger on the Debt
     Securities) to the Trustee in its individual capacity on the date of such
     report, with a brief description of any property held as collateral
     security therefor, except an indebtedness based upon a creditor
     relationship arising in any manner described in paragraph (2), (3), (4), or
     (6) of subsection (b) of Section 7.13;

          (4) the property and funds, if any, physically in the possession of
     the Trustee as such on the date of such report;

          (5) any additional issue of Debt Securities which it has not
     previously reported; and

          (6) any action taken by the Trustee in the performance of its duties
     under this Indenture which it has not previously reported and which in its
     opinion materially affects the Debt Securities, except action in


<PAGE>


                                       30


     respect of a default, notice of which has been or is to be withheld by it
     in accordance with provisions of Section 6.07.

     (b) The Trustee shall transmit to the Holders, as provided in subsection
(c) of this Section 5.04, a brief report with respect to the character and
amount of any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee as such since the date of
the last report transmitted pursuant to the provisions of subsection (a) of this
Section 5.04 (or if no such report has yet been so transmitted, since the date
of execution of this Indenture), for the reimbursement of which it claims or may
claim a lien or charge prior to that of the Debt Securities on property or funds
held or collected by it as Trustee, and which it has not previously reported
pursuant to this subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate ten percent or less of the principal amount of Debt Securities
Outstanding at such time, such report to be transmitted within 90 days from such
time.

     (c) Reports pursuant to this Section 5.04 shall be transmitted by mail:

          (1) to all Registered Holders of Debt Securities, as the names and
     addresses of such Holders appear in the Debt Security Register;

          (2) to those Holders of Debt Securities who have, within the two years
     preceding such transmission, filed their names and addresses with the
     Trustee for that purpose; and

          (3) except in the case of reports pursuant to subsection (b) of this
     Section 5.04, to each Holder whose name and address is preserved at the
     time by the Trustee, as provided in Section 5.02(a).

     (d) A copy of each such report shall, at the time of such transmission to
Holders, to be filed by the Trustee with each stock exchange upon which the Debt
Securities are listed and also with the Securities and Exchange Commission. The
Company agrees to notify the Trustee with respect to any series when and as the
Debt Securities of such series become listed on any stock exchange.


<PAGE>


                                       31


                                  ARTICLE SIX.
             REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

     SECTION 6.01. "Event of Default" whenever used herein with respect to Debt
Securities of any series means any of the following events (and such other
events as may be established with respect to Debt Securities of that series as
contemplated by Section 2.02), whatever the reason, which shall have occurred
and be continuing:

     (a) default in the payment of any installment of interest upon any of the
Debt Securities of that series as and when the same shall become due and
payable, and continuance of such default for a period of 30 days; or

     (b) default in the payment of the principal of (and premium, if any, on)
any Debt Security of that series as and when the same shall become due and
payable either at maturity, upon redemption, by declaration or otherwise; or

     (c) default in the payment or satisfaction of any sinking fund installment,
as and when the same shall become due and payable by the terms of a Debt
Security of that series; or

     (d) failure on the part of the Company duly to observe or perform any other
of the covenants or agreements on the part of the Company in the Debt Securities
or in this Indenture (other than those set forth exclusively in the terms of any
particular series of Debt Securities established as contemplated in this
Indenture) contained for a period of 60 days after the date on which written
notice of such failure, requiring the Company to remedy the same, shall have
been given to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least twenty-five percent in aggregate principal amount of the
Debt Securities at the time Outstanding; or

     (e) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Company in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company or for any substantial part of
its property or ordering the winding up or liquidation of its affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

     (f) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in an involuntary case under any
such law, or consent to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Company or for any substantial part of its property, or make any general
assignment for the benefit of creditors.


<PAGE>


                                       32


If an Event of Default described in clause (a), (b) or (c) or established
pursuant to Section 2.02 with respect to Debt Securities of any series at the
time Outstanding occurs and is continuing, then and in each and every such case,
unless the principal of all the Debt Securities of such series shall have
already become due and payable, either the Trustee or the Holders of not less
than twenty-five percent, in aggregate principal amount of the Debt Securities
of all series affected then Outstanding, by notice in writing to the Company
(and to the Trustee if given by Holders), may declare the entire principal (or,
if the Debt Securities of such series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) of all the Debt Securities affected thereby and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable. If
an Event of Default described in clause (d), (e) or (f) occurs and is
continuing, then and in each and every such case, unless the principal of all
the Debt Securities shall have already become due and payable, either the
Trustee or the Holders of not less than twenty-five percent in aggregate
principal amount of all the Debt Securities then Outstanding hereunder (treated
as one class), by notice in writing to the Company (and to the Trustee if given
by Holders), may declare the entire principal (or, if any Debt Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Debt Securities then Outstanding and
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable.

     These provisions, however, are subject to the condition that if, at any
time after the principal amount (or, if the Debt Securities of such series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series) of the Debt Securities of any series
(or of all the Debt Securities, as the case may be) shall have been so declared
due and payable, and before any judgment or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, the Company
shall pay, or shall deposit with the Trustee a sum sufficient to pay, all
matured installments of interest upon all the Debt Securities of such series (or
of all the Debt Securities, as the case may be) and the principal of (and
premium, if any) on any and all Debt Securities of such series (or of all the
Debt Securities, as the case may be) which shall have become due otherwise than
by acceleration, (with interest upon such principal to the extent that payment
of such interest is enforceable under applicable law) upon any overdue
installments of interest at the same rate as the rate of interest specified in
the Debt Securities of such series, or, at the rates of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Debt Securities of such series (or at the rates of interest or Yields to
Maturity of all the Debt Securities, as the case may be), to the date of such
payment or deposit and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith, and if any and all defaults under this
Indenture, other than the nonpayment of the principal of Debt Securities of such
series (or of all the Debt Securities, as the case may be)


<PAGE>


                                       33


which shall have become due by declaration, shall have been remedied--then and
in every such case the Holders of a majority in aggregate principal amount of
the Debt Securities of such series (or, of all the Debt Securities, as the case
may be) then Outstanding, by written notice to the Company and to the Trustee,
may waive all defaults and rescind and annul such declaration and its
consequences; but no such waiver or rescission or annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such waiver or rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company and the Trustee shall be restored respectively to their former positions
and rights hereunder, and all rights, remedies and powers of the Company, the
Trustee and the Holders shall continue as though no such proceedings had been
taken.

     SECTION 6.02. The Company covenants that (1) in case default shall be made
in the payment of any installment of interest on any of the Debt Securities of
any series, as and when the same shall become due and payable, and such default
shall have continued for a period of 30 days, or (2) in case default shall be
made in the payment of the principal of (or premium, if any) on any of the Debt
Securities of any series when the same shall have become due and payable,
whether upon maturity or upon redemption or upon declaration or otherwise, or
(3) in case of default in the payment or satisfaction of any sinking fund
obligation, as and when the same shall become due and payable as in this
Indenture expressed then, upon demand of the Trustee, the Company shall pay to
the Trustee, for the benefit of the Holders of the Debt Securities of that
series, and the Holders of any coupons appurtenant thereto the whole amount that
then shall have become due and payable on all such Debt Securities and coupons
for principal (and premium, if any) and interest, with interest upon any overdue
principal (and premium, if any) and (to the extent that payment of such interest
is enforceable under applicable law) upon any overdue installments of interest
at the same rate as the rate of interest or Yield to Maturity (in the case of
Original Issue Discount Securities) specified in the Debt Securities of that
series and, in addition thereto, such further amount as shall be sufficient to
cover reasonable compensation to the Trustee, its agents and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee
except as a result of its negligence or bad faith.

     In case the Company shall fail forthwith to pay such amount upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree and may enforce any such
judgment or final decree against the Company and collect in the manner provided
by law out of the property of the Company wherever situated the moneys adjudged
or decreed to be payable.


<PAGE>


                                       34


     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company under the Bankruptcy Reform Act of 1978 or any
other applicable bankruptcy, insolvency or similar law, or in case a receiver or
trustee shall have been appointed for the property of the Company, or in case of
any other judicial proceedings relative to the Company, or to the creditors or
property of the Company, the Trustee, irrespective of whether the principal of
any Debt Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective or whether the Trustee shall have made
any demand pursuant to the provisions of this Section 6.02, shall be entitled
and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal and interest (or, if
the Debt Securities of any series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
owing and unpaid in respect of the Debt Securities of any series and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for reasonable compensation to
the Trustee, its agents and counsel, and for reimbursement of all expenses
except as a result of its negligence or bad faith) and of the Holders allowed in
any judicial proceedings relative to the Company or to the creditors or property
of the Company, and to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Holders and of the Trustee on their behalf; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Holders to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of payments directly to the
Holders, to pay to the Trustee such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith.

     All rights of action and to assert claims under this Indenture, or under
any of the Debt Securities, may be enforced by the Trustee without the
possession of any of the Debt Securities of such series or coupons appurtenant
to such Debt Securities, or the production thereof on any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the Holders of the
Debt Securities or coupons appurtenant to such Debt Securities in respect of
which such action was taken.

     In case of a default hereunder the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or otherwise, and the Trustee may enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.


<PAGE>


                                       35


     SECTION 6.03. Any moneys collected by the Trustee pursuant to Section 6.02
shall be applied in the order following, at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of principal
(and premium, if any) or interest, upon presentation of the several Debt
Securities in respect of which moneys have been collected and coupons
appurtenant to such Debt Securities and stamping (or otherwise noting) thereon
the payment if only partially paid, and upon surrender thereof if fully paid:

     FIRST: TO the payment of costs and expenses applicable to such series of
collection, reasonable compensation to the Trustee, its agents and counsel, and
all other expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of its negligence or bed faith;

     SECOND: In case the principal of the Debt Securities Outstanding in respect
of which moneys have been collected shale not have become due, to the payment of
interest on such Debt Securities, in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest
has been collected by the Trustee) upon the overdue installments of interest at
the same rate as the rate of interest or Yield to Maturity (in the case of
Original Issue Discount Securities) specified in such Debt Securities, such
payments to be made ratably to the persons entitled thereto;

     THIRD: In case the principal of the Debt Securities Outstanding in respect
of which moneys have been collected shall have become due by declaration or
otherwise, to the payment of the whole amount then owing and unpaid upon the
Debt Securities of that series for principal (and premium, if any) and interest,
with interest upon the overdue principal (and premium, if any) and (to the
extent that such interest has been collected by the Trustee) upon overdue
installments of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Debt Securities of that series; and in case such moneys shall be insufficient to
pay in full the whole amount so due and unpaid upon the Debt Securities of that
series, then to the payment of such principal (and premium, if any) and
interest, without preference or priority of principal (and premium, if any) over
interest, or of interest over principal (and premium, if any), or of any
installment of interest over any other installment of interest, or of any Debt
Security of that series over any other Debt Security of that series ratably to
the aggregate of such principal (and premium, if any) and interest; and

     FOURTH: The remainder, if any, shall be paid to the Company, its successors
or assigns, or to whomsoever may be lawfully entitled to receive the same, or as
a court of competent jurisdiction may direct.

     SECTION 6.04. No Holder of any Debt Securities of any series or of any
coupon appurtenant thereto shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of an


<PAGE>


                                       36


Event of Default and unless also the Holders of not less than twenty-five
percent in aggregate principal amount of the Debt Securities of that series then
Outstanding shall have made written request upon the Trustee to institute such
action or proceedings in its own name as trustee hereunder and shall have
offered to the Trustee such reasonable security and indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby
and the Trustee, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have failed to institute any such action or proceedings and
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 6.06; it being understood and intended and being
expressly covenanted by the taker and Holder of every Debt Security or coupon
with every other taker and Holder and the Trustee that no one or more Holders of
Debt Securities or coupons appurtenant thereto shall have any right in any
manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holder of such Debt
Security of that or any other series or coupons appertaining thereto, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Indenture except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of Debt
Securities and coupons of the applicable series. For the protection and
enforcement of the provisions of this Section 6.04 each and every Holder of Debt
Securities and coupons and the Trustee shall be entitled to such relief as can
be given either at law or in equity.

     Notwithstanding any other provision in this Indenture, however, the right
of any Holder of any Debt Security or coupon to receive payment of the principal
of (and premium, if any) and interest on SUP' Debt Security or coupon, on or
after the respective due dates expressed in such Debt Security (or, in the case
of redemption, on or after the date fixed for redemption), or to institute suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

     SECTION 6.05. All powers and remedies given by this Article Six to the
Trustee or to the Holders of Debt Securities or coupons shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or the Holders of the
Debt Securities or coupons, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder to exercise
any right or power accruing upon any default occurring and continuing as
aforesaid shall impair any such tight or power or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this Article Six or
by law to the Trustee or to the Holders of Debt Securities or coupons may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holders of Debt Securities or coupons, as the case may be.

     SECTION 6.06. The Holders of a majority in aggregate principal amount of
the Debt Securities of any or all series affected (voting as one class) at the
time Outstanding shall have the right to direct the time, method, and place of


<PAGE>


                                       37


conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee; provided, however, that such
direction shall not be otherwise than in accordance with law and the provisions
of this Indenture and the Trustee, subject to the provisions of Section 7.01,
shall have the right to decline to follow any such direction if the Trustee in
good faith shall by a responsible officer determine that the proceeding or other
action so directed would involve it in a personal liability, and provided
further, that the Trustee may decline any such direction which it deems unduly
prejudicial to any Holders not joining in such direction, and provided further,
that nothing in this Indenture contained shall impair the right of the Trustee
in its discretion to take any action deemed proper by the Trustee and which is
not inconsistent with such direction by the Holders. Subject to the provisions
of Section 6.01, the Holders of a majority in aggregate principal amount of the
Debt Securities of any series at the time Outstanding may on behalf of the
Holders of all of the Debt Securities of that series waive any past default
hereunder and its consequences, except a default in the payment of the principal
of (or premium, if any) or interest on any of the Debt Securities of that
series. In the case of any such waiver, the Company, the Trustee and the Holders
of the Debt Securities of that series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.

     SECTION 6.07. The Trustee shall, within 90 days after the occurrence of a
default with respect to the Debt Securities of any series, give to all Holders
of Debt Securities of that series, in the manner and to the extent provided in
Section 5.04(c), notice of all defaults with respect to that series known to the
Trustee, unless such defaults shall have been cured before the giving of such
notice (the term "default" or "defaults" for the purposes of this Section 6.07
being hereby defined to be any event or events, as the case may be, specified in
clauses (a), (b), (c), (d), (e) and (f) of Section 6.01, not including periods
of grace, if any, provided for therein and irrespective of the giving of written
notice specified in clause (d) thereof); provided, that, except in the case of
default in the payment of the principal of (or premium, if any) or interest on
any of the Debt Securities of such series or in the payment or satisfaction of
any sinking fund obligation with respect to such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors and/or responsible
officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Debt Securities of such series.

     SECTION 6.08. All parties to this Indenture agree, and each Holder of any
Debt Security or coupon by acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
(other than the Trustee) in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant (including the
Trustee) in such suit, having due regard to the merits and good faith of the
claims or defenses made


<PAGE>


                                       38


by such party litigant; but the provisions of this Section 6.08 shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Holder or
group of Holders of Debt Securities of any series holding in the aggregate more
than ten percent, of the principal amount of the Debt Securities Outstanding, or
to any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Debt Security or coupon on
or after the due date thereof (or, in the case of redemption, on or after the
date fixed for redemption).


                                 ARTICLE SEVEN.
                             CONCERNING THE TRUSTEE.

     SECTION 7.01. With respect to the Holders of any series of Debt Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Debt Securities of a particular series and after the curing
or waiving of all Events of Default which may have occurred with respect to that
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Trustee. In case an Event of
Default with respect to Debt Securities of a series has occurred (which has not
been cured or waived) the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

     No provisions of this indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that

     (a) prior to the occurrence of an Event of Default with respect to the Debt
Securities of any series and after the curing of all Events of Default with
respect to such series which may have occurred:

          (1) the duties and obligations of the Trustee shall be determined
     solely by the express provisions of this Indenture, and the Trustee shall
     not be liable except for the performance of such duties and obligations as
     are specifically set forth in this Indenture, and no implied covenants or
     obligations shall be read into this Indenture against the Trustee; and

          (2) in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any certificates or
     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture; but in the case of any such certificates or opinions which
     by any provision hereof are specifically required to be furnished to the
     Trustee, the Trustee shall be under a duty to examine the same to determine
     whether or not they conform to the requirements of this Indenture;


<PAGE>


                                       39


     (b) the Trustee shall not be liable for any error of judgment made in good
faith by a responsible officer, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders as provided in Section 6.06 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.

     No provision of this Indenture shall require the Trustee to expand or risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers,
if there shall be reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it.

     SECTION 7.02. Subject to the provisions of Section 7.01:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting in reliance upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

     (b) any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by an instrument signed in the name of the
Company by the Chairman of the Board, a Vice Chairman or a Vice President and
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the Secretary or an Assistant
Secretary of the Company;

     (c) the Trustee may consult with counsel and any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action
taken, omitted or suffered by it hereunder in good faith and in accordance with
such Opinion of Counsel;

     (d) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Holders, pursuant to the provisions of this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred therein or
thereby;

     (e) the Trustee shall not be liable for any action taken by it in good
faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture;


<PAGE>


                                       40


     (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally, or by agent or attorney; and

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

     SECTION 7.03. The recitals contained herein and in the Debt Securities
(except in the certificates of authentication of the Trustee and the
Authenticating Agent) shall be taken as the statements of the Company, and the
Trustee and the Authenticating Agent assume no responsibility for the
correctness of the same. The Trustee and the Authenticating Agent make no
representations as to the validity or sufficiency of this Indenture or of any
Debt Securities or coupons; provided that neither the Trustee nor the
Authenticating Agent shall be relieved of its duty to authenticate Debt
Securities only as authorized by this Indenture. The Trustee and the
Authenticating Agent shall not be accountable for the use or application by the
Company of any of the Debt Securities or of the proceeds thereof.

     SECTION 7.04. The Trustee or any Authenticating Agent or any paying agent
or Debt Security registrar, in its individual or any other capacity, may become
the owner or pledges of Debt Securities or coupons with the same rights it would
have if it were not a Trustee, Authenticating Agent, paying agent or Debt
Security registrar.

     SECTION 7.05 Subject to the provisions of Section 12.04, all moneys
received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree with the Company to pay thereon. So long as no Event
of Default shall have occurred and be continuing, all interest allowed on any
such moneys shall be paid from time to time upon the written order of the
Company, signed by its Chairman of the Board, a Vice Chairman, or a Vice
President or its Treasurer or an Assistant Treasurer.

     SECTION 7.06. The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) and, except as otherwise
expressly provided, the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in


<PAGE>


                                       41


accordance with any of the provisions of this Indenture (including, without
limitation, the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ and amounts paid by
the Trustee to the Authenticating Agent pursuant to Section 7.14) except any
such expense, disbursement or advance as may be attributable to its negligence
or bad faith. If any property other than cash shall at any time be subject to
the lien of this Indenture, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such lien, shall be entitled
to make advances for the purpose of preserving such property or of discharging
tax liens or other prior liens or encumbrances thereon. The Company also
covenants to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on the part
of the Trustee, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability in the premises. The obligations of the
Company under this Section 7.06 to compensate the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be secured
by a lien prior to that of the Debt Securities upon all property and funds held
or collected by the Trustee as such, except funds held in trust for the benefit
of the holders of particular Debt Securities or coupons.

     SECTION 7.07. Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by a certificate signed by the Chairman of the Board, a Vice
Chairman or a Vice President and by the Secretary or Treasurer or an Assistant
Secretary or an Assistant Treasurer of the Company and delivered to the Trustee
and such certificate, in the absence of negligence or bad faith on the part of
the Trustee, shall be full warrant to the Trustee for any action taken, suffered
or omitted by it under the provisions of this Indenture upon the faith thereof.

     SECTION 7.08. (a) If the Trustee has or shall acquire any conflicting
interest, as defined in this Section 7.08, it shall, within 90 days after
ascertaining that it has such convicting interest, either eliminate such
convicting interest or resign in the manner and with the effect specified in
Section 7.10.

     (b) In the event that the Trustee shall fail to comply with the provisions
of subsection (a) of this Section 7.08, the Trustee shall, within ten days after
the expiration of such 90-day period, transmit by mail notice of such failure to
all Holders of Debt Securities, in the manner and to the extent provided in
Section 5.04(c).


<PAGE>


                                       42


     (c) For the purposes of this Section 7.08 the Trustee shall be deemed to
have a conflicting interest with respect to the Debt Securities of any series if

          (1) the Trustee is trustee under this Indenture with respect to the
     outstanding Debt Securities of any other series or is a trustee under
     another indenture under which any other securities, or certificates of
     interest or participation in any other securities, of the Company are
     outstanding unless such other indenture is a collateral trust indenture
     under which the only collateral consists of Debt Securities issued under
     this Indenture, provided that there shall be excluded from the operation of
     this paragraph this Indenture with respect to the Debt Securities of any
     other series, any indenture or indentures under which other securities, or
     certificates of interest or participation in other securities, of the
     Company are outstanding if (i) this Indenture and such other indenture or
     indentures are wholly unsecured and such other indenture or indentures are
     hereafter qualified under the Trust Indenture Act of 1939, unless the
     Securities and Exchange Commission shall have found and declared by order
     pursuant to subsection (b) of Section 305 or subsection (c) of Section 307
     of the Trust Indenture Act of 1939 that differences exist between the
     provisions of this Indenture and the provisions of such other indenture or
     indentures which are so likely to involve a material conflict of interest
     as to make it necessary in the public interest or for the protection of
     investors to disqualify the Trustee from acting as such under this
     Indenture or such other indenture or indentures, or (ii) the Company shall
     have sustained the burden of proving, on application to the Securities and
     Exchange Commission and after opportunity for hearing thereon, that
     trusteeship under this Indenture with respect to Debt Securities of such
     series and such other series, or under this Indenture and such other
     indenture or indentures is not so likely to involve a material conflict as
     to make it necessary in the public interest or for the protection of
     investors to disqualify the Trustee from acting as such under this
     Indenture with respect to Debt Securities of such series and such other
     series, or under this Indenture and one of such indentures;

          (2) the Trustee or any of its directors or executive officers is an
     obliger upon the Debt Securities issued under this Indenture or an
     underwriter for the Company;

          (3) the Trustee directly or indirectly controls or is directly or
     indirectly controlled by or is under direct or indirect common control with
     the Company or an underwriter for the Company;

          (4) the Trustee or any of its directors or executive officers is a
     director, officer, partner, employee, appointee, or representative of the
     Company, or of an underwriter (other than the Trustee itself) for the
     Company who is currently engaged in the business of underwriting, except
     that (A) one individual may be a director and/or an executive officer of
     the Trustee and a director and/or an executive officer of the Company, but
     may not be at the same time an executive officer of both


<PAGE>


                                       43


     the Trustee and the Company; (B) if and so long as the number of directors
     of the Trustee in office is more than nine, one additional individual may
     be a director and/or an executive officer of the Trustee and a director of
     the Company; and (C) the Trustee may be designated by the Company or by any
     underwriter for the Company to act in the capacity of transfer agent,
     registrar, custodian, paying agent, fiscal agent, escrow agent, or
     depositary, or in any other similar capacity, or, subject to the provisions
     of paragraph (1) of this subsection (c), to act as trustee whether under an
     indenture or otherwise;

          (5) ten percent or more of the voting securities of the Trustee is
     beneficially owned either by the Company or by any director, partner, or
     executive officer thereof, or twenty percent or more of such voting
     securities is beneficially owned, collectively, by any two or more of such
     persons; or ten percent or more of the voting securities of the Trustee is
     beneficially owned either by an underwriter for the Company or by any
     director, partner, or executive officer thereof, or is beneficially owned,
     collectively, by any two or more such persons;

          (6) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, (A) five percent or more of
     the voting securities, or ten percent or more of any other class of
     security, of the Company, not including the Debt Securities issued under
     this Indenture and securities issued under any other indenture under which
     the Trustee is also trustee, or (B) ten percent or more of any class of
     security of an underwriter for the Company;

          (7) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, five percent or more of the
     voting securities of any person who, to the knowledge of the Trustee, owns
     ten percent or more of the voting securities of, or controls directly or
     indirectly or is under direct or indirect common control with, the Company;


<PAGE>


                                       44


          (8) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, ten percent or more of any
     class of security of any person who, to the knowledge of the Trustee, owns
     fifty percent or more of the voting securities of the Company; or

          (9) the Trustee owns on May 15 in any calendar year, in the capacity
     of executor, administrator, testamentary or inter vivos trustee, guardian,
     committee or conservator, or in any other similar capacity, an aggregate of
     twenty-five percent or more of the voting securities, or of any class of
     security, of any person, the beneficial ownership of a specified percentage
     of which would have constituted a conflicting interest under paragraph (6),
     (7), or (8) of this subsection (c). As to any such securities of which the
     Trustee acquired ownership through becoming executor, administrator, or
     testamentary trustee of an estate which included them, the provisions of
     the preceding sentence shall not apply, for a period of two years from the
     date of such acquisition, to the extent that such securities included in
     such estate do not exceed twenty-five percent of such voting securities or
     twenty-five percent of any such class of security. Promptly after May 15 in
     each calendar year, the Trustee shall make a check of its holdings of such
     securities in any of the above mentioned capacities as of such May 15. If
     the Company fails to make payment in full of principal of or interest on
     any of the Debt Securities when and as the same becomes due and payable,
     and such failure continues for 30 days thereafter, the Trustee shall make a
     prompt check of its holdings of such securities in any of the above date of
     the expiration of such 30-day period, and after such date, notwithstanding
     the foregoing provisions of this paragraph (9), all such securities so held
     by the Trustee, with sole or joint control over such securities vested in
     it, shall, but only so long as such failure shall continue, be considered
     as though beneficially owned by the Trustee for the purposes of paragraphs
     (6), (7), and (8) of this subsection (c).

     The specification of percentages in paragraphs (5) to (9), inclusive, of
this subsection (c) shall not be construed as indicating that the ownership of
such percentages of the securities of a person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this subsection (c).

     For the purposes of paragraphs (6), (7), (8), and (9) of this subsection
(c) only, (A) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (B) an obligation shall be deemed to be in default
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (C) the Trustee shall not be deemed to be the
owner or holder of (i) any security which it holds as collateral security (as
trustee or


<PAGE>


                                       45


otherwise) for an obligation which is not in default as defined in
clause (B) above, or (ii) any security which it holds as collateral security
under this Indenture, irrespective of any default hereunder, or (iii) any
security which it holds as agent for collection, or as custodian, escrow agent,
or depositary, or in any similar representative capacity.

     Except as provided above, the word "security" or "securities" as used in
this Indenture shall mean any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any profit
sharing agreement, collateral-trust certificate, pre-organization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, or, in general, any interest or instrument
commonly known as a "security", or any certificate of interest or participation
in, temporary or interim certificate for, receipt for, guarantee of, or warrant
or right to subscribe to or purchase, any of the foregoing.

     (d) For the purposes of this Section 7.08:

          (1) The term "underwriter" when used with reference to the Company
     shall mean every person who, within three years prior to the time as of
     which the determination is made, has purchased from the Company with a view
     to, or has offered or has sold for the Company in connection with, the
     distribution of any security of the Company outstanding at such time, or
     has participated or has had a direct or indirect participation in any such
     undertaking, or has participated or has had a participation in the direct
     or indirect underwriting of any such undertaking; but such term shall not
     include a person whose interest was limited to a commission from an
     underwriter or dealer not in excess of the usual and customary
     distributors' or sellers' commission.

          (2) The term "director" shall mean any director of a corporation or
     any individual performing similar functions with respect to any
     organization whether incorporated or unincorporated.

          (3) The term "person" shall mean an individual, a corporation, a
     partnership, an association, a joint-stock company, a trust, an
     unincorporated organization, or a government or political subdivision
     thereof. As used in this paragraph, the term "trust" shall include only a
     trust where the interest or interests of the beneficiary or beneficiaries
     are evidenced by a security.

          (4) The term "voting security" shall mean any security presently
     entitling the owner or holder thereof to vote in the direction or
     management of the affairs of a person, or any security issued under or
     pursuant to any trust, agreement or arrangement whereby a trustee or
     trustees or agent or agents for the owner or holder of such security are
     presently entitled to vote in the direction or management of the affairs of
     a person.


<PAGE>


                                       46


          (5) The term "Company" shall mean any obliger the Debt Securities.

          (6) The term "executive officer" shall mean the president, every vice
     president, every trust officer, the cashier, the secretary, and the
     treasurer of a corporation, and any individual customarily performing
     similar functions with respect to any organization whether incorporated or
     unincorporated, but shall not include the chairman of the board of
     directors.

     (e) The percentages of voting securities and other securities specified in
this Section 7.08 shall be calculated in accordance with the following
provisions:

          (1) A specified percentage of the voting securities of the Trustee,
     the Company or any other person referred to in this Section 7.08 (each of
     whom is referred to as a "person" in this subsection) means such amount of
     the outstanding voting securities of such person as entitles the holder or
     holders thereof to cast such specified percentage of the aggregate votes
     which the holders of all the outstanding voting securities of such person
     are entitled to cast in the direction or management of the affairs of such
     person.

          (2) A specified percentage of a class of security of a person means
     such percentage of the aggregate amount of securities of the class
     outstanding.

          (3) The term "amount", when used in regard to securities, means the
     principal amount if relating to evidences of indebtedness, the number of
     shares if relating to capital shares, and the number of units if relating
     to any other kind of security.

          (4) The term "outstanding" means issued and not held by or for the
     account of the issuer. The following securities shall not be deemed
     outstanding within the meaning of this definition:

               (i) securities of an issuer held in a sinking fund relating to
          securities of the issuer of the same class;

               (ii) securities of an issuer held in a sinking fund relating to
          another class of securities of the issuer, if the obligation evidenced
          by such other class of securities is not in default as to principal or
          interest or otherwise;


<PAGE>


                                       47


               (iii) securities pledged by the issuer thereof as security for an
          obligation of the issuer not in default as to principal or interest or
          otherwise; and

               (iv) securities held in escrow if placed in escrow by the issuer
          thereof; provided, however, that any voting securities of an issuer
          shall be deemed outstanding if any person other than the issuer is
          entitled to exercise the voting rights thereof.

          (5) A security shall be deemed to be of the same class as another
     security if both securities confer upon the holder or holders thereof
     substantially the same rights and privileges; provided, however, that, in
     the case of secured evidences of indebtedness, all of which are issued
     under a single indenture, differences in the interest rates or maturity
     dates of various series thereof shall not be deemed sufficient to
     constitute such series different classes; and provided further, that, in
     the case of unsecured evidences of indebtedness, differences in the
     interest rates or maturity dates thereof shall not be deemed sufficient to
     constitute them securities of different classes, whether or not they are
     issued under a single indenture.

     SECTION 7.09. The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or Territory or of the District of Columbia authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least ten million dollars and being subject to supervision or examination
by Federal, State, Territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 7.09 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.09, the Trustee shall resign immediately in the manner and with the
effect specified in Section 7.10.

     SECTION 7.10. (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign by giving written notice of resignation with
respect to one or more of all series of Debt Securities to the Company and to
Holders of Debt Securities of the applicable series in the manner and to the
extent provided in Section 14.05. Upon receiving such notice of resignation the
Company shall promptly appoint a successor trustee or trustees with respect to
the applicable series by written instrument, in duplicate, executed by order of
the Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed with respect to any series and have accepted
appointment within 60 days after the publication or mailing, as the case may be,
of such notice of resignation, the resigning Trustee may petition any court of


<PAGE>


                                       48


competent jurisdiction for the appointment of a successor trustee or any Holder
who has been a bona fide Holder of a Debt Security or Debt Securities of the
applicable series for at least six months may, subject to the provisions of
Section 6.08, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

     (b) In case at any time any of the following shall occur

          (1) the Trustee shall fail to comply with the provisions of subsection
     (a) of Section 7.08 with respect to any series of Debt Securities after
     written request therefor by the Company or by any Holder who has been a
     bona fide Holder of a Debt Security or Debt Securities of that series for
     at least six months, or

          (2) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.09 and shall fail to resign after written request
     therefor by the Company or by any such Holder, or

          (3) the Trustee shall become incapable of acting, or shall be adjudged
     a bankrupt or insolvent, or a receiver of the Trustee or of its property
     shall be appointed, or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation, then, in any such case, the
     Company may remove the Trustee with respect to the applicable series of
     Debt Securities and appoint a successor trustee for that series by written
     instrument, in duplicate, executed by order of the Board of Directors, one
     copy of which instrument shall be delivered to the Trustee so removed and
     one copy to the successor trustee, or, subject to the provisions of Section
     6.08, any Holder who has been a bona fide Holder of a Debt Security or Debt
     Securities of that series for at least six months may, on behalf of himself
     and all others similarly situated, petition any court of competent
     jurisdiction for the removal of the Trustee and the appointment of a
     successor trustee with respect to that series. Such court may thereupon,
     after such notice, if any, as it may deem proper and prescribe, remove the
     Trustee and appoint a successor trustee.

     (c) The Holders of a majority in aggregate principal amount of the Debt
Securities of one or more series (each series voting as a class) or all series
at the time Outstanding may at any time remove the Trustee with respect to the
applicable series of Debt Securities or all series, as the case may be, and
nominate with respect to the applicable series of Debt Securities or all series,
as the case may be, a successor trustee by written notice of such action to the
Company and the successor trustee which shall be deemed appointed as successor
trustee with respect to the applicable series of Debt Securities or all series,
as the case may be, unless within ten days after such nomination the Company
objects thereto, in which case the Trustee so removed or any Holder of a Debt
Security of the applicable series (in the case of any such objection to a
nomination of a successor trustee with respect to such series) or any Holder (in
the case of any such objection to a


<PAGE>


                                       49


nomination of a successor trustee with respect to all series), upon the terms
and conditions and otherwise as in subsection (a) of this Section 7.10 provided,
may petition any court of competent jurisdiction for the appointment of a
successor trustee with respect to such series of Debt Securities or all series,
as the case may be.

     (d) Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section 7.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 7.11.

     SECTION 7.11. Any successor trustee appointed as provided in Section 7.10
shall execute, acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee with respect to all or any
applicable series shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations with respect to such series of its predecessor
hereunder, with like effect as if originally named as trustee for such series;
but nevertheless, on the written request of the Company or of the successor
trustee, the trustee ceasing to act shall, upon payment of any amounts then due
pursuant to the provisions of Section 7.06, execute and deliver an instrument
transferring to such successor trustee all of the rights and powers with respect
to such series of the trustee so ceasing to act. Upon request of any such
successor trustee, the Company shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to In case of the appointment hereunder
of a successor trustee with respect to the Debt Securities of one or more (but
not all) series, the Company, the predecessor Trustee and each successor trustee
with respect to the Debt Securities of any applicable series shall execute and
deliver an indenture supplemental hereto which shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the predecessor Trustee with respect to the Debt Securities
of any series as to which the predecessor Trustee is not retiring shall continue
to be vested in the predecessor Trustee and shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such trustees co-trustees of the same trust and that each such
trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such trustee.

     No successor trustee shall accept appointment as provided in this Section
7.11 unless at the time of such acceptance such successor trustee shall be


<PAGE>


                                       50


qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 7.11, the Company shall give notice of the succession of such Trustee
hereunder to the Holders of Debt Securities of any applicable series in the
manner and to the extent provided in Section 14.05. If the Company fails to
publish or mail such notice, as the case may be, in the prescribed manner within
ten days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be so published or mailed, as the case may
be, at the expense of the Company.

     SECTION 7.12. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be qualified under the provisions of Section 7.08 and eligible
under the provisions of Section 7.09, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

     SECTION 7.13. (a) Subject to the provisions of subsection (b) of this
Section 7.13, if the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company within four months prior to a
default, as defined in subsection (c) of this Section 7.13, or subsequent to
such a default, then, unless and until such default shall be cured, the Trustee
shall set apart and hold in a special account for the benefit of the Trustee
individually, the Holders of the Debt Securities and coupons, if any, and the
holders of other indenture securities (as defined in subsection (c) of this
Section 7.13):

          (1) an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such four months' period and valid as
     against the Company and its other creditors, except any such reduction
     resulting from the receipt or disposition of any property described in
     paragraph (2) of this subsection (a), or from the exercise of any right of
     set-off which the Trustee could have exercised if a petition in bankruptcy
     had been filed by or against the Company upon the date of such default; and

          (2) all property received by the Trustee in respect of any claim as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such four months'
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Company and
     its other creditors in such property or such proceeds.

     Nothing herein contained, however, shall affect the right of the Trustee:


<PAGE>


                                       51


     (A) to retain for its own account (i) payments made on account of any such
claim by any person (other than the Company) who is liable thereon, and (ii) the
proceeds of the bona fide sale of any such claim by the Trustee to a third
person, and (iii) distributions made in cash, securities, or other property in
respect of claims filed against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Bankruptcy Reform Act of 1978 or
applicable State law;

     (B) to realize, for its own account, upon any property held by it as
security for any such claim, if such property was so held prior to the beginning
of such four months' period;

     (C) to realize, for its own account, but only to the extent of the claim
hereinafter mentioned, upon any property held by it as security for any such
claim, if such claim was created after the beginning of such four months' period
and such property was received as security therefor simultaneously with the
creation thereof, and if the Trustee shall sustain the burden of proving that at
the time such property was so received the Trustee had no reasonable cause to
believe that a default as defined in subsection (c) of this Section 7.13 would
occur within four months; or

     (D) to receive payment on any claim referred to in paragraph (B) or (C),
against the release of any property held as security for such claim as provided
in paragraph (B) or (C), as the case may be, to the extent of the fair value of
such property.

     For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such four months' period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any preexisting
claim of the Trustee as such creditor, such claim shall have the same status as
such preexisting claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned among the
Trustee, the Holders and the holders of other indenture securities, in such
manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Bankruptcy
Reform Act of 1978 or any successor statute or applicable State law, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee anything on account of the receipt by it from the Company of the
funds and property in such special account and before crediting to the
respective claims of the Trustee, the Holders and the holders of other indenture
securities dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Bankruptcy
Reform Act of 1978


<PAGE>


                                       52


or applicable State law, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all sources other than
from such dividends and from the funds and property so held in such special
account. As used in this paragraph, with respect to any claim, the term
"dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Bankruptcy Reform Act of 1978 or any successor statute or applicable State law,
whether such distribution is made in cash, securities, or other property, but
shall not include any such distribution with respect to the secured portion, if
any, of such claim. The court in which such bankruptcy, receivership, or
proceeding for reorganization is pending shall have jurisdiction (i) to
apportion between the Trustee, the Holders and the holders of other indenture
securities, in accordance with the provisions of this paragraph, the funds and
property held in such special account and the proceeds thereof, or (ii) in lieu
of such apportionment, in whole or in part, to give to the provisions of this
paragraph due consideration in determining the fairness of the distributions to
be made to the Trustee, the Holders and the holders of other indenture
securities with respect to their respective claims, in which event it shall not
be necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to
make a specific allocation of such distributions as between the secured and
unsecured portions of such claims, or otherwise to apply the provisions of this
paragraph as a mathematical formula.

     Any Trustee who has resigned or been removed after the beginning of such
four months' period shall be subject to the provisions of this subsection (a) as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four months' period, it shall be
subject to the provisions of this subsection (a) if and only if the following
conditions exist:

               (i) the receipt of property or reduction of claim which would
          have given rise to the obligation to account, if such Trustee had
          continued as Trustee, occurred after the beginning of such four
          months' period; and

               (ii) such receipt of property or reduction of claim occurred
          within four months after such resignation or removal.

     (b) There shall be excluded from the operation of subsection (a) of this
Section 7.13 a creditor relationship arising from

          (1) the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2) advances authorized by a receivership or bankruptcy court of
     competent jurisdiction, or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances


<PAGE>


                                       53


     thereon, if notice of such advance and of the circumstances surrounding the
     making thereof is given to the Holders at the time and in the manner
     provided in this Indenture;

          (3) disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depositary, or other similar
     capacity;

          (4) an indebtedness created as a result of services rendered or
     premises rented; or an indebtedness created as a result of goods or
     securities sold in a cash transaction as defined in subsection (c) of this
     Section 7.13;

          (5) the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Company; or

          (6) the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper as defined in subsection (c) of
     this Section 7.13.

     (c) As used in this Section 7.13:

          (1) The term "default" shall mean any failure to make payment in full
     of the principal of or interest upon any of the Debt Securities or upon the
     other indenture securities when and as such principal or interest becomes
     due and payable.

          (2) The term "other indenture securities" shall mean securities upon
     which the Company is an obliger (as defined in the Trust Indenture Act of
     1939) outstanding under any other indenture (A) under which the Trustee is
     also trustee, (B) which contains provisions substantially similar to the
     provisions of subsection (a) of this Section 7.13, and (C) under which a
     default exists at the time of the apportionment of the funds and property
     held in said special account.

          (3) The term "cash transaction" shall mean any transaction in which
     full payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand.

          (4) The term "self-liquidating paper" shall mean any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company for the purpose of financing the purchase,
     processing, manufacture, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,


<PAGE>


                                       54


     possession of, or a lien upon, the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security, provided the security is
     received by the Trustee simultaneously with the creation of the creditor
     relationship with the Company arising from the making, drawing, negotiating
     or incurring of the draft, bill of exchange, acceptance or obligation.

          (5) The term "Company" shall mean any obliger upon the Debt
     Securities.

     SECTION 7.14. There may be one or more Authenticating Agents appointed by
the Trustee, with the consent of the Company, having power to act on behalf of
the Trustee and subject to its direction in the authentication and delivery of
Debt Securities of one or more series issued upon exchange or transfer thereof
as fully to all intents and purposes as though any such Authenticating Agent had
been expressly authorized to authenticate and deliver such Debt Securities. Any
such Authenticating Agent shall at all times be a corporation organized and
doing business under the laws of the United States of America or of any State or
Territory thereof or of the District of Columbia authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of at least
five million dollars and being subject to supervision or examination by Federal,
State, Territorial or District of Columbia authority. If such corporation
publishes reports of condition at least annually pursuant to law or the
requirements of such authority, then for the purposes of this Section 7.14 the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect herein specified in this Section.

     Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 7.14, without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.


<PAGE>


                                       55


     Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time, with
the consent of the Company, terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible under
this Section 7.14, the Trustee may, and upon the request of the Company shall,
promptly appoint a successor Authenticating Agent eligible under this Section
7.14, shall give written notice of such appointment to the Company and shall
give notice of such appointment to the Holders of Debt Securities in the manner
and to the extent provided in Section 14.05. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all
rights, powers, duties and responsibilities of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent herein.

     The Trustee agrees to pay to any Authenticating Agent from time to time
reasonable compensation for its services, and the Trustee shall be entitled to
be reimbursed for such payments, subject to Section 7.06. Any Authenticating
Agent shall have no responsibility or liability for any action taken by it as
such in accordance with the directions of the Trustee.


                                 ARTICLE EIGHT.
                             CONCERNING THE HOLDERS.

     SECTION 8.01. Whenever in this Indenture it is provided that the Holders of
a specified percentage in aggregate principal amount of the Debt Securities of
any or all series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the Holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of substantially concurrent instruments of similar tenor executed
by Holders in person or by agent or proxy appointed in writing, or (b) by the
record of the Holders voting in favor thereof at any meeting of such Holders
duly called and held in accordance with the provisions of Article Nine, or (c)
by a combination of such instrument or instruments and any such record of such a
meeting of such Holders.

     SECTION 8.02. Subject to the provisions of Sections 7.01, 7.02 and 9.05,
the fact and date of the execution of any instrument by a Holder of Debt
Securities or his agent or proxy may be proved by the certificate of any notary
public or other officer authorized to take acknowledgments of deeds to be
recorded within the United States of America or territories, commonwealths, or
possessions thereof that the person executing such instrument acknowledged to
him the execution thereof, or by an affidavit of a witness to such execution
sworn to before any such notary or other such officer, provided that the Trustee
may require such additional proof as it shall deem reasonable. Where such
execution is by or on behalf of any legal entity other than an individual, such
certificate or


<PAGE>


                                       56


affidavit shall also constitute sufficient proof of the authority of the person
executing the same. The fact of the holding by any Holder of a Debt Security of
any series, and the identifying number of such Debt Security and the date of his
holding the same, may be proved by the production of such Debt Security or by a
certificate executed by any trust company, bank, banker or recognized securities
dealer satisfactory to the Trustee wherever situated, if such certificate shall
be deemed by the Trustee to be satisfactory. Each such certificate shall be
dated and shall state that on the date thereof a Debt Security of such series
bearing a specified identifying number was deposited with or exhibited to such
trust company, bank, banker or recognized securities dealer by the person named
in such certificate. Any such certificate may be issued in respect of one or
more Debt Securities of one or more series specified therein. The holding by the
person named in any such certificate of any Debt Securities of any series
specified therein shall be presumed to continue for a period of one year from
the date of such certificate unless at the time of any determination of such
holding (1) another certificate bearing a later date issued in respect of the
same Debt Securities shall be produced, or (2) the Debt Security of such series
specified in such certificate shall be produced by some other person, or (3) the
Debt Security of such series specified in such certificate shall have ceased to
be Outstanding. Subject to Sections 7.01, 7.02 and 9.05, the fact and date of
the execution of any such instrument and the amount and numbers of Debt
Securities of any series held by the person so executing such instrument and the
amount and numbers of any Debt Security or Debt Securities for such series may
also be proven in accordance with such reasonable rules and regulations as may
be prescribed by the Trustee for such series or in any other manner which the
Trustee for such series may deem sufficient.

     In the case of Registered Debt Securities, the ownership of Debt Securities
shall be proved by the Debt Security Register or by a certificate of the
registrar thereof.

The record of any Holders' meeting shall be proved in the manner provided in
Section 9.06.

     SECTION 8.03 Prior to due presentment for registration of transfer of any
Debt Security, the Company, the Trustee, any Authenticating Agent, any paying
agent and any Debt Security registrar may deem and treat the Holder of any
Unregistered Debt Security, and the Holder of any coupon and the person in whose
name any Unregistered Debt Security shall be registered upon the Debt Security
Register for that series as the absolute owner of such Debt Security or coupon
(whether or not such Debt Security or coupon shall be overdue and
notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company, any Debt Security registrar or the Trustee) for
the purpose of receiving payment of or on account thereof and for all other
purposes; and neither the Company nor the Trustee nor any Authenticating Agent
nor any paying agent nor any Debt Security registrar shall be affected by any
notice to the contrary. All such payments so made to any such person, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,


<PAGE>


                                       57


effectual to satisfy and discharge the liability for moneys payable upon any
such Debt Security.

     SECTION 8.04. In determining whether the Holders of the requisite aggregate
principal amount of Debt Securities have concurred in any demand or request, the
giving of any notice, direction, consent or waiver or the taking of any other
action under this Indenture, Debt Securities which are owned by the Company or
by any person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company shall be disregarded and
deemed not to be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Trustee shall be protected in
relying on any such demand, request, notice, direction, consent or waiver only
Debt Securities which the Trustee knows are so owned shall be so disregarded.

     SECTION 8.05. At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the Holders
of the percentage in aggregate principal amount of the Debt Securities of any or
all series, as the case may be, specified in this Indenture in connection with
such action, any Holder of a Debt Security which is shown by the evidence to be
included in the Debt Securities the Holders of which have joined in such action
may, by filing written notice with the Trustee at its office and upon proof of
holding as provided in Section 8.02, revoke such action so far as concerns such
Debt Security. Except as aforesaid any such action taken by the Holder of any
Debt Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Debt Security and of any Debt Security issued
in exchange or substitution therefor, irrespective of whether or not any
notation in regard thereto is made upon such Debt Security. Any action taken by
the Holders of the percentage in aggregate principal amount of the Debt
Securities specified in this indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all the
Debt Securities.


                                  ARTICLE NINE.
                               HOLDERS' MEETINGS.

     SECTION 9.01. A meeting of Holders of Debt Securities of any or all series
may be called at any time and from time to time pursuant to the provisions of
this Article Nine for any of the following purposes:

          (1) to give any notice to the Company or to the Trustee, or to give
     any directions to the Trustee, or to waive any default hereunder and its
     consequences, or to take any other action authorized to be taken by Holders
     pursuant to any of the provisions of Article Six;

          (2) to remove the Trustee and appoint a successor trustee pursuant to
     the provisions of Article Seven;


<PAGE>


                                       58


          (3) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 10.02; or

          (4) to take any other action authorized to be taken by or on behalf of
     the Holders of any specified percentage in aggregate principal amount of
     the Debt Securities of any or all series, as the case may be, under any
     other provision of this indenture or under applicable law.

      SECTION 9.02. The Trustee may at any time call a meeting of Holders of
Debt Securities of any or all series to take any action specified in Section
9.01, such meeting to be held at such time and at such place as the Trustee
shall determine. Notice of every meeting of the Holders, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given to Holders of Debt Securities of each
series affected, in the manner and to the extent provided in Section 14.05, not
less than 20 nor more than 180 days prior to the date fixed for the meeting;
provided, however, that publication shall occur at least twice, with the first
publication to be not less than 20 nor more than 180 days prior to the date
fixed for the meeting.

     SECTION 9.03. In case at any time the Company, pursuant to a resolution of
the Board of Directors, or the Holders of at least ten percent in aggregate
principal amount of the Debt Securities of any or all series then Outstanding,
shall have requested the Trustee in writing to call a meeting of Holders to take
any action authorized in Section 9.01, which request shall set forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request then the Company or the Holders of the percentage in
aggregate principal amount of the Debt Securities above specified may determine
the time and the place for such meeting and may call such meeting by mailing or
publishing notice thereof as provided in Section 9.02.

     SECTION 9.04. To be entitled to vote at any meeting of Holders a Person
shall be a Holder of one or more Debt Securities of any or all series, as the
case may be, with respect to which such meeting is being held or a Person
appointed by an instrument in writing as proxy by such Holder. The only Persons
who shall be entitled to be present or to speak at any meeting of Holders shall
be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

     SECTION 9.05. Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders in regard to proof of the holding of Debt Securities and of
the appointment of proxies in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and in regard to such other matters concerning
the conduct of the meeting as it shall think fit. Except as otherwise permitted
or required by any such regulations, the holding of Debt Securities shall be
proved in the manner specified in Section 8.02 and the appointment of any proxy
shall


<PAGE>


                                       59


be proved in the manner specified in Section 8.02 or by having the signature of
the person executing the proxy witnessed or guaranteed by any bank, banker or
trust company satisfactory to the Trustee.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders as provided in Section 9.03, in which case the Company or
the Holders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by majority vote of the meeting.

     Subject to the provisions of Section 8.04, at any meeting each Holder of
Debt Securities with respect to which such meeting is being held or proxy shall
be entitled to one vote for each $1,000 principal amount (in the case of
Original Issue Discount Securities, such principal amount to be determined as
provided in the definition of "Outstanding") of Debt Securities held or
represented by each Holder, provided, however, that no vote shall be cast or
counted at any meeting in respect of any Debt Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote except as a Holder or proxy.
At any meeting of Holders, the presence of persons holding or representing Debt
Securities in an aggregate principal amount sufficient to take action on any
business for the transaction of which such meeting was called shall constitute a
quorum.

     Any meeting of Holders duly called pursuant to the provisions of Section
9.02 or 9.03 may be adjourned from time to time by vote of the Holders of a
majority in aggregate principal amount of the Debt Securities of any or all
series, as the case may be, represented at the meeting and entitled to vote,
whether or not a quorum be then present at such meeting, and the meeting may be
held as so adjourned without further notice.

     SECTION 9.06. The vote upon any resolution submitted to any meeting of
Holders of Debt Securities with respect to which such meeting is being held or
represented by them shall be by written ballots on which shall be subscribed the
signatures of the Holders or proxies and the serial number or numbers and
principal amount of the Debt Securities of each series held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of Holders shall be prepared by
the secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was given
as provided in Section 9.02. The record shall be signed and verified by the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved


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                                       60


by the Trustee, the latter to have attached thereto the ballots voted at the
meeting.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.


                                  ARTICLE TEN.
                            SUPPLEMENTAL INDENTURES.

     SECTION 10.01. The Company, when authorized by a resolution of the Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of
execution of such supplemental indenture) for one or more of the following
purposes:

     (a) to evidence the succession of another corporation to the Company, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Company pursuant to Article Eleven
hereof;

     (b) to add to the covenants or agreements herein such further covenants,
restrictions, conditions or provisions as the Board of Directors and the Trustee
shall consider to be for the protection of the Holders of all or any series of
Debt Securities (and if such covenants are to be for the benefit of less than
all series of Debt Securities stating that such covenants are expressly being
included solely for the benefit of such series), and to make the occurrence, or
the occurrence and continuance, of a default in any of such additional
covenants, restrictions, conditions or provisions a default or an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture; provided, however, that in respect of any such
additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such default or may limit the
remedies available to the Trustee upon such default or may limit the right of
the Holders of a majority in aggregate principal amount of the Debt Securities
to waive such default, and

     (c) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee or to make such other provisions in regard to matters or
questions arising under this Indenture as shall not adversely affect the
interests of any Holder;

     (d) to establish the form or terms of Debt Securities of any series as
permitted by Sections 2.01 and 2.02; and


<PAGE>


                                       61


     (e) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Debt Securities of one or more series
and to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Section
7.11.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section
10.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Debt Securities at the time Outstanding.

     SECTION 10.02. With the consent (evidenced as provided in Section 8.01) of
the Holders of not less than 662/3% in aggregate principal amount of the
Outstanding Debt Securities of all series issued under the Indenture which are
affected by the modification or amendment (voting as one class), the Company,
when authorized by a resolution of the Board of Directors, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of execution of such supplemental
indenture) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the Debt
Securities of each such series, provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Debt Securities, or reduce
the principal amount thereof, or reduce the rate or extend the time of payment
of interest thereon, or reduce any premium payable upon the redemption thereof,
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon an acceleration of the maturity thereof
without the consent of the Holder of each Debt Security so affected, or (ii)
change the aforesaid percentage of Debt Securities, the consent of the Holders
of which is required for any such supplemental indenture, without the consent of
the Holders of all Debt Securities affected then Outstanding.

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Debt Securities, or which modifies
the rights of the Holders of Debt Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect rights under this
Indenture of the Holders of Debt Securities of any other series.

     Upon the request of the Company, accompanied by a copy of a resolution of
the Board of Directors certified by the Secretary or an Assistant Secretary of


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                                       62


the Company authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Holders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion but shall not be obligated to enter into
such supplemental indenture.

     It shall not be necessary for the Holders under this Section 10.02 to
consent to the particular form of any proposed supplemental indenture, but it
shall be sufficient if they consent to the substance thereof.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 10.02, the
Company shall give notice, setting forth in general terms the substance of such
supplemental indenture, to all Holders of Debt Securities affected in the manner
and to the extent provided in Section 14.05. Any failure of the Company to give
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

     SECTION 10.03. Upon the execution of any supplemental indenture pursuant to
the provisions of this Article Ten or of Section 4.03, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Opinion of Counsel as conclusive evidence that any such supplemental
indenture complies with the provisions of this Article Ten.

     SECTION 10.04. Debt Securities authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Ten may bear a notation in form approved by the Trustee for such series
as to any matter provided for in such supplemental indenture. New Debt
Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any modification or amendment of this Indenture contained
in any such supplemental indenture may be prepared by the Company, authenticated
by the Trustee and delivered in exchange for the Debt Securities of that series
then Outstanding.


<PAGE>


                                       63


                                 ARTICLE ELEVEN.
                      CONSOLIDATION, MERGER, OR CONVEYANCE.

     SECTION 11.01. Subject to the provisions of Section 4.03, nothing contained
in this Indenture or in any of the Debt Securities shall prevent any
consolidation of the Company with, or merger of the Company into, any other
corporation or corporations (whether or not affiliated with the Company), or
successive consolidations or mergers to which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale or conveyance
of the property of the Company as an entirety or substantially as an entirety to
any other corporation (whether or not affiliated with the Company) authorized to
acquire and operate the same; provided, however, and the Company hereby
covenants and agrees, that upon any such consolidation, merger, sale or
conveyance, the due and punctual payment of the principal of (and premium, if
any) and interest on all of the Debt Securities and any coupons appurtenant
thereto, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company, shall be expressly assumed, by
supplemental indenture, satisfactory in form to the Trustee, executed and
delivered to the Trustee by the corporation formed by such consolidation (unless
the Company shall be the surviving corporation), or into which the Company shall
have been merged, or which shall have acquired such property. In the event of
the sale by the Company of its properties and assets as, or substantially as, an
entirety upon the terms and conditions of this Section and Section 4.03, the
Company shall be released from all its liabilities and obligations hereunder and
under the Debt Securities and coupons, if any.

     SECTION 11.02. In case of any such consolidation, merger, sale or
conveyance, and following such an assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein as the party of the first part.
Such successor corporation thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the Debt
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee or the Authenticating
Agent shall authenticate and shall deliver any Debt Securities, together with
any coupons appurtenant thereto, which previously shall have been signed and
delivered by the officers Company to the Trustee for authentication and any Debt
Securities which such successor corporation thereafter shall cause to be signed
and delivered to the Trustee on its behalf for that purpose. All the Debt
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Debt Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debt
Securities had been issued at the date of the execution hereof.


<PAGE>


                                       64


     In case of any such consolidation, merger, sale or conveyance such changes
in phraseology and form may be made in the Debt Securities thereafter to be
issued as may be appropriate.

     Subject to the provisions of Section 4.03, nothing contained in this
Indenture or in any of the Debt Securities shall prevent the Company from
merging into itself any other corporation (whether or not affiliated with the
Company) or acquiring by purchase or otherwise all or any part of the property
of any other corporation (whether or not affiliated with the Company).

     SECTION 11.03. The Company covenants and agrees that if it shall
consolidate, merge, sell, or convey its properties as an entirety or
substantially as an entirety, the Company will promptly furnish to the Trustee:

          (1) an Officers' Certificate;

          (2) an executed counterpart of any instrument or instruments executed
     by the Company or the successor corporation in the performance of such
     covenants; and

          (3) an Opinion of Counsel.

     Subject the provisions of Section 7.01, the Trustee may receive and be
entitled to rely on an Opinion of Counsel conforming to the requirements of
Section 14.06 as conclusive evidence that any such consolidation, merger, sale
or conveyance and any such supplemental indenture or other instrument or
instruments comply with the provisions of this Article Eleven.


                                 ARTICLE TWELVE.
                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS.

     SECTION 12.01. If at any time (a) the Company shall have paid or caused to
be paid the principal of and interest on all the Debt Securities of any series
Outstanding, and any coupons appurtenant thereto, as and when the same shall
have become due and payable, or (b) the Company shall have delivered to the
Trustee for cancellation all the Debt Securities of any series theretofore
authenticated and all unmatured coupons appurtenant thereto (other than any Debt
Securities of that series (and appurtenant coupons) which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.07), or (c) (i) all the Debt Securities of any series and coupons
appurtenant to such Debt Securities not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the Company shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any paying agent to the Company in
accordance with Section 12.04 or moneys paid to any state pursuant to its


<PAGE>


                                       65


unclaimed property or similar laws) or direct obligations of the United States
or any agency thereof backed by the full faith and credit of the United States,
maturing as to principal and interest in such amounts and at such times as will
assure the availability of cash sufficient to pay at maturity or upon redemption
all Debt Securities of that series and all coupons appurtenant to such Debt
Securities not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if in any such
case the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect with respect to Debt Securities of such series and coupons appurtenant to
such Debt Securities (except as to (i) rights of registration of transfer and
exchange, and the Company's right of optional redemption (if any), (ii)
substitution of apparently mutilated, defaced, destroyed, lost or stolen Debt
Securities or coupons, (iii) rights of Holders to receive payments of principal
thereof and interest thereon upon the original stated due dates therefor (but
not upon acceleration), and remaining rights of the Holders to receive mandatory
sinking fund payments, if any, (iv) the rights, obligations and immunities of
the Trustee hereunder and (v) the rights of the Holders of such series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them) and the Trustee, on demand of and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture. Notwithstanding the satisfaction
and discharge of this Indenture, the Company agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the Trustee
in connection with this Indenture or the Debt Securities.

     SECTION 12.02. All moneys deposited with the Trustee pursuant to Section
12.01 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company acting as its own paying
agent), to the Holders of the particular Debt Securities of that series, and any
coupons appurtenant thereto, for the payment or redemption of which such moneys
have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest and premium, if any.

     SECTION 12.03. In connection with the satisfaction and discharge of this
Indenture all moneys then held by any paying agent under the provisions of this
Indenture shall, upon demand of the Company, be repaid to it or paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

     SECTION 12.04. Any moneys deposited with or paid to the Trustee pursuant to
any provision of this Indenture for payment of the principal of (and premium, if
any) or interest on Debt Securities or coupons and not applied but remaining
unclaimed by the Holders of Debt Securities or coupons for three years after the
date upon which the principal of (and premium, if any) or interest on such Debt
Securities or coupons, as the case may be, shall have become due and payable,
shall be repaid to the Company by the Trustee on demand; and the


<PAGE>


                                       66


Holder of any of the Debt Securities or coupons shall thereafter look only to
the Company for any payment which such Holder may be entitled to collect.


                                ARTICLE THIRTEEN.
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS.

     SECTION 13.01. NO recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Debt Security or coupon, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors, as such, of the Company or of any successor corporation,
or any of them, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Debt Securities or coupons or implied therefrom;
and that any and all such personal liability, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Debt Securities or coupons or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of such Debt Securities and coupons.


                                ARTICLE FOURTEEN.
                            MISCELLANEOUS PROVISIONS.

     SECTION 14.01. All the covenants, stipulations, promises and agreements in
this Indenture contained by or on behalf of the Company shall bind its
successors and assigns, whether so expressed or not.

     SECTION 14.02. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
eject by the like board, committee or officer of any corporation that shall at
the time be the lawful sole successor of the Company.

     SECTION 14.03. The Company by instrument in writing executed by authority
of the Board of Directors and delivered to the Trustee may surrender any of the
powers or rights reserved to the Company and thereupon such power or right so
surrendered shall terminate both as to the Company and as to any successor
corporation.


<PAGE>


                                       67


     SECTION 14.04. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Debt Securities to or on the Company may be given or served by
being deposited postage prepaid in a post office box addressed (until another
address is filed by the Company with the Trustee) as follows: (general Mills,
Inc., P.O. BOX 1113, Minneapolis, Minnesota 55440, Attention: Treasurer. Any
notice, direction, request or demand by any Holder to or upon the Trustee shall
be deemed to have been sufficiently given or made for all purposes if given or
made in writing at the Principal Corporate Trust Office of the Trustee.

     SECTION 14.05. Where this Indenture or any of the Debt Securities provides
for notice to Holders of any event, (1) if any of the Debt Securities affected
by such event are Registered Debt Securities, such notice shall be sufficiently
given (unless otherwise herein or in such Debt Securities expressly provided) if
in writing and mailed, first-class, postage prepaid, to each Registered Holder
of such Debt Securities, at such Holder's address as it appears in the Debt
Security Register, not later than the latest date, and not earlier than the
earliest date prescribed for the giving of such notice and (2) if any of the
Debt Securities affected by such event are Unregistered Debt Securities, such
notice shall be sufficiently given (unless otherwise herein or in such Debt
Securities expressly provided) (a) to the Holders of Unregistered Debt
Securities who have filed their names and addresses pursuant to clause (ii) of
subparagraph (c) of Section 5.04(C), if in writing and mailed, first-class,
postage prepaid, to each such Unregistered Holder at such Holder's address as so
furnished to the Trustee, and (b) to all other Holders of Unregistered Debt
Securities, if published once in an Authorized Newspaper in each Place of
Payment provided for such Debt Securities pursuant to Section 2.02, in each
case, not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver

     In case, by reason of the suspension of publication of any Authorized
Newspaper, or by reason of any other cause, it shall be impossible to make
publication of any notice in an Authorized Newspaper or Authorized Newspapers as
required by any Debt Security or this Indenture, then such method of publication
or notification as shall be made with the approval of the Trustee shall
constitute a sufficient publication of such notice.

     In case, by reason of the suspension of regular mail service as a result of
a strike, work stoppage or otherwise, it shall be impractical to mail notice of
any event to the Holders of Debt Securities when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such


<PAGE>


                                       68


notice as shall be satisfactory to the Trustee and the Company shall be deemed
to be a sufficient giving of such notice.

     SECTION 14.06 Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he or she has made
such examination or investigation as is necessary to enable such person to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

     SECTION 14.07. If the date of maturity of interest on or principal of the
Debt Securities or the date fixed for redemption of any Debt Security shall be
in the City of New York, New York, the City of Chicago, Illinois, or any other
Place of Payment a day on which banking institutions are authorized or obligated
by law to close, then payment of interest or principal (and premium, if any)
need not be made on such date, but may be made on the next succeeding day not in
said City of New York, New York, City of Chicago, Illinois, and Place of
Payment, respectively, a legal holiday or a day on which banking institutions
are authorized or obligated by law to close with the same force and effect as if
made on the date of maturity or the date fixed for redemption, and no interest
shall accrue for the period after such date.

     SECTION 14.08. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included in this Indenture by any of Sections 310 to
317, inclusive, of the Trust Indenture Act of 1939, such required provision
shall control.

     SECTION 14.09. This Indenture and each Debt Security issued hereunder shall
be deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with and governed by the laws of
said State.


<PAGE>


                                       69


     SECTION 14.10. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO, the party
of the second part, hereby accepts the trust in this Indenture declared and
provided, upon the terms and conditions hereinabove set forth.

     IN WITNESS WHEREOF, GENERAL MILLS, INC., the party of the first part, has
caused this Indenture to be signed, acknowledged and delivered by its Chairman
of the Board, Executive Vice President-Chief Financial Officer or Vice
President-Treasurer and its corporate seal to be affixed hereunto and the same
to be attested by its Secretary or an Assistant Secretary; and CONTINENTAL
ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO, the party of the second
part, has caused this Indenture to be signed, acknowledged and delivered by one
of its Vice Presidents, and its seal to be affixed hereunto and the same to be
attested by one of its Trust Officers, all as of the day and year first written
above.

                                                   GENERAL MILLS, INC.
(CORPORATE SEAL)

                                                   By: /s/ James L. Weaver
                                                   Vice President-Treasurer

Attest:
/s/ James M. Neville



                                                   CONTINENTAL ILLINOIS NATIONAL
                                                   BANK AND TRUST COMPANY
                                                   OF CHICAGO, as Trustee
(CORPORATE SEAL)

                                                   By: /s/ Richard L. LaVarnway
                                                       Second Vice President

Attest:
/s/ E.D. Butler
Trust Officer


STATE OF MINNESOTA         }        ss:
COUNTY OF HENNEPIN         }

     On the 9th day of August, in the year one thousand nine hundred eighty-two,
before me appeared James L. Weaver, to me personally known,


<PAGE>


                                       70


who, being by me duly sworn, did say that he resides at 4235 DuPont Ave. S.,
Minneapolis, Minn.; that he is a Vice President-Treasurer of GENERAL MILLS,
INC., one of the corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and that he signed his name thereto by
like order.

                                                          /s/ IVY S. BERNHARDSON
                                                          Notary Public


<PAGE>


                                       71


STATE OF ILLINOIS          }        ss:
COUNTY OF COOK             }

     On the 4th day of August, in the year one thousand nine hundred eighty-two,
before me appeared Richard L. LaVarnway, to me personally known, who, being by
me duly sworn, did say that he resides at (Glendale Heights, Ill.; that he is a
Second Vice President of CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF
CHICAGO, one of the corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.

[NOTARIAL SEAL]

                                                          /s/ NANCY STEVENS
                                                          Notary Public

<PAGE>


                               GENERAL MILLS, INC.
                          SUPPLEMENTAL INDENTURE NO. 1
                            DATED AS OF JULY 27, 1982
                                    SERIES OF
                  MONEY MULTIPLIER NOTES (ZERO COUPON) DUE 1988
                                  $100,000,000

     Supplemental Indenture No. 1 dated as of July 27, 1982, between GENERAL
MILL,S, INC., a corporation organized and existing under the laws of the State
of Delaware (hereinafter sometimes referred to as the "Company"), and
CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF Chicago, a national
banking association duly organized and existing under the laws of the United
States of America (hereinafter sometimes referred to as the "Trustee"),

WITNESSETH:

     The Company and the Trustee have executed and delivered an Indenture dated
as of July 1, 1982 (the "Indenture").

     Section 10.01 of the Indenture provides for the Company, when authorized by
the Board of Directors, and the Trustee to enter into an indenture supplemental
to the Indenture to establish the form or terms of Debt Securities of any series
of Debt Securities as permitted by Section 2.02 of the Indenture.

     Section 2.02 of the Indenture provides for Debt Securities of any series to
be established pursuant to an indenture supplemental to the Indenture.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the series of
Debt Securities provided for herein, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of such series of Debt
Securities, as follows:


                                   ARTICLE ONE
                       RELATION TO INDENTURE; DEFINITIONS.

     SECTION 1.01. This Supplemental Indenture No. 1 constitutes an integral
part of the Indenture.

     SECTION 1.02. For all purposes of this Supplemental Indenture:

          (1) Capitalized terms used herein without definition shall have the
     meanings specified in the Indenture;

          (2) All references herein to Articles and Sections, unless otherwise
     specified, refer to the corresponding Articles and Sections of this
     Supplemental Indenture No. 1; and


<PAGE>


          (3) The terms "hereof", "herein", "hereby", "hereto", "hereunder" and
     "herewith" refer to this Supplemental Indenture.


                                   ARTICLE TWO
                               THE SERIES OF NOTES

     SECTION 2.01. There shall be a series of Debt Securities designated the
"Money Multiplier Notes (Zero Coupon) Due 1988" (the "Notes"). The Notes shall
be Original Issue Discount Securities and shall be limited to $100,000,000
aggregate principal amount. The initial public offering price of each Note shall
be 50% of its principal amount payable at maturity.

     SECTION 2.02. The principal amount of the Notes shall be payable on January
4, 1988.

     SECTION 2.03. There shall be no periodic payments of interest on the Notes.

     SECTION 2.04. The Yield to Maturity on the Notes shall be 13.30% per annum,
which Yield to Maturity shall be the rate of interest payable on any overdue
principal of the Notes pursuant to Section 6.02 of the indenture. Interest on
any such overdue principal shall be computed on the basis of a 360-day year of
twelve 30-day months.

     SECTION 2.05. The Places of Payment for the Notes shall be the City of
Chicago, Illinois and the City of New York, New York. The Trustee and Morgan
Guaranty Trust Company of New York shall be the paying agents for the Notes.

     SECTION 2.06. The Notes shall be subject to redemption at the option of the
Company at their principal amount at any time prior to maturity. The Company
shall have no obligation to redeem, purchase or repay the Notes pursuant to any
sinking fund.

     SECTION 2.07. The Notes shall be issued in denominations of $1,000, $5,000,
$25,000 and $100,000. In addition, Notes in certain denominations in excess of
$100,000 shall be available to securities depositories registered as clearing
agencies under the Securities Exchange Act of 1934.

     SECTION 2.08. The amount which shall be payable upon declaration of
acceleration of maturity pursuant to Section 6.01 of the Indenture or provable
in bankruptcy pursuant to Section 6.02 of the Indenture shall be the initial
public offering price of each Note plus the portion of the original issue
discount attributable ratably on a daily basis to the period from the date of
issue to the date of declaration. Upon payment of such amount following such
acceleration or bankruptcy, all of the Company's obligations it in respect of
payment of the principal of such Note shall terminate.


<PAGE>


     SECTION 2.09. The Notes shall be issued in bearer form, without coupon, and
shall be transferable by delivery. The Company, the Trustee and the
Authenticating Agent and co-paying agent may treat the bearer of a Note as the
Holder and absolute owner thereof without regard to any notice to the contrary.

     SECTION 2.10. Notes of any authorized denomination shall be exchangeable
for a like aggregate principal amount of Notes of different authorized
denominations upon surrender of such Notes, with a request for such exchange, at
the designated office of the Trustee in the City of Chicago, Illinois or at the
designated office of the Authenticating Agent in the City of New York, New York.

     SECTION 2.11. The Notes shall be in the form attached as Exhibit A hereto.

     SECTION 2.12. The dates on which the Company shall provide information
regarding the Holders of the Notes to the Trustee pursuant to Section 5.01 of
the Indenture shall be June 15 and December 15 of every year, commencing on
December 15, 1982, for so long as any of the Notes are Outstanding. Such
information shall be current as of the previous June 1 or December 1, as the
case may be.


<PAGE>


     IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this Supplemental
Indenture No. 1 to be signed, acknowledged and delivered by its Chairman of the
Board, Executive Vice President-Chief Financial Officer or Vice
President-Treasurer and its corporate seal to be affixed hereunto and the same
to be attested by its Secretary or Assistant Secretary; and CONTINENTAL ILLINOIS
NATIONAL BANK AND TRUST COMPANY OF CHICAGO has caused this Supplemental
Indenture No. 1 to be signed, acknowledged and delivered by one of its Vice
Presidents, and its seal to be affixed hereunto and the same to be attested by
one of its Trust Officers, all as of the day and year first written above.

                                                    GENERAL MILLS, INC.

[CORPORATE SEAL]

                                                    By: /s/ JAMES L. WEAVER
                                                        VICE PRESIDENT-TREASURER

ATTEST:

/s/ JAMES M. NEVILLE
     SECRETARY

                                                    CONTINENTAL ILLINOIS
                                                           NATIONAL BANK AND
                                                           TRUST COMPANY
                                                           OF CHICAGO,
                                                                  as Trustee

[CORPORATE SEAL]

                                                    By: /s/ RICHARD L. LAVARNWAY
                                                        SECOND VICE PRESIDENT

Attest:

/s/ E.D. BUTLER
 TRUST OFFICER


<PAGE>


                               GENERAL MILLS, INC.

                          SUPPLEMENTAL INDENTURE NO. 2

                           DATED AS OF AUGUST 23, 1982
                                    SERIES OF
                        12 5/8% NOTES DUE AUGUST 15, 1985
                                   $50,000,000

         Supplemental Indenture No. 2 dated as of August 23, 1982, between
GENERAL MILLS, INC., a corporation organized and existing under the laws of the
State of Delaware (hereinafter sometimes referred to as the "Company"), and
CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national
banking association duly organized and existing under the laws of the United
States of America (hereinafter sometimes referred to as the "Trustee"),

                              W I T N E S S E T H:

         The Company and the Trustee have executed and delivered an Indenture
dated as of July 1, 1982 (the "Indenture").

         Section 10.01 of the Indenture provides for the Company, when
authorized by the Board of Directors, and the Trustee to enter into an indenture
supplemental to the Indenture to establish the form or terms of Debt Securities
of any series of Debt Securities as permitted by Section 2.02 of the Indenture.

         Section 2.02 of the Indenture provides for Debt Securities of any
Series to be established pursuant to an indenture supplemental to the Indenture.

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the series
of Debt Securities provided for herein, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of such series of Debt
Securities, as follows:


                                   ARTICLE ONE
                       Relation to Indenture; Definitions.

         Section 1.01. This Supplemental Indenture No. 2 constitutes an integral
part of the Indenture.

         Section 1.02. For all purposes of this- Supplemental Indenture:

                  (1) Capitalized terms used herein without definition shall
         have the meanings specified in the Indenture;

                  (2) All references herein to Articles and Sections, unless
         otherwise specified, refer to the corresponding Articles and Sections
         of this Supplemental Indenture No. 2; and

                  (3) The terms "hereof", "herein", "hereby", "hereto",
         "hereunder" and "herewith" refer to this Supplemental Indenture.


                                   ARTICLE TWO
                               The Series of Notes

         Section 2.01. There shall be a series of Debt Securities designated the
"12 5/8% Notes due August 15, 1985" (the "Notes"). The Notes shall be limited to
$50,000,000 aggregate principal amount. The original issue date of the Notes
shall be August 24, 1982.

         Section 2.02. The principal on the Notes shall be payable on August 15,
1985.

         Section 2.03. The rate of interest on the Notes shall be 12 5/8% per
annum, which interest shall be payable semiannually on February 15 and August
15, for so long as the Notes are outstanding, commencing on February 15, 1983.
Interest payable on the Notes shall be computed on the basis of a 360-day year
of twelve 30-day months.

         Section 2.04. The rate of interest payable on any overdue principal of
the Notes pursuant to Section 6.02 of the Indenture shall be 12 5/8% per annum.
Interest on any such overdue principal shall be computed on the basis of a
360-day year of twelve 30-day months.

         Section 2.05. The Places of Payment for the Notes shall be the City of
Chicago, Illinois and the City of New York, New York. The Trustee and Morgan
Guaranty Trust Company of New York shall be the paying agents for the Notes.

         Section 2.06. The Notes shall not be subject to redemption at any time
prior to maturity. The Company shall have no obligation to redeem, purchase or
repay the Notes pursuant to any sinking fund.

         Section 2.07. The amount which shall be payable upon declaration of
acceleration of maturity pursuant to Section 6.01 of the Indenture or provable
in bankruptcy pursuant to Section 6.02 of the Indenture shall be the entire
principal amount of the Notes plus accrued interest thereon. Upon payment of
such amount following such acceleration or bankruptcy, all of the Company's
obligations in respect of payment of the principal of and interest on such Note
shall terminate.

         Section 2.08. The Notes shall be issued in registered form, without
coupon, and shall be transferable as provided in Article Two of the Indenture.


<PAGE>


         Section 2.09. Notes of any authorized denomination shall be
exchangeable for a like aggregate principal amount of Notes of different
authorized denominations upon surrender of such Notes, with a request for such
exchange, at the designated office of the Trustee in the City of Chicago,
Illinois or at the designated office of the Authenticating Agent in the City of
New York, New York.

         Section 2.10. The dates on which the Company shall provide information
regarding the Holders of the Notes to the Trustee pursuant to Section 5.01 of
the Indenture shall be February 15 and August 15 of every year, commencing on
February 15, 1983, for so long as any of the Notes are Outstanding. Such
information shall be current as of the previous January 31 or July 31, as the
case may be.

         Section 2.11. Prior to due presentment for registration of transfer of
any Note, the Company, the Trustee, any Authenticating Agent, any paying agent
and any Debt Security registrar may deem and treat the Holder of such Note as
the absolute owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company, any Debt Security registrar or the Trustee) for
the purpose of receiving payment of or on account thereof and for all other
purposes; and neither the Company nor the Trustee nor any Authenticating Agent
nor any paying agent nor any Debt Securities registrar shall be affected by any
notice to the contrary. All such payments so made to any such person, or upon
such person's order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for moneys payable upon
any such Note.

         Section 2.12. The Notes shall be in the form attached as Exhibit A
hereto.


<PAGE>


         IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this Supplemental
Indenture No. 2 to be signed, acknowledged and delivered by its Chairman of the
Board, Executive Vice President-Treasurer-Chief Financial Officer or Vice
President-Treasurer and its corporate seal to be affixed hereunto and the same
to be attested by its Secretary or Assistant Secretary; and CONTINENTAL ILLINOIS
NATIONAL BANK AND TRUST COMPANY OF CHICAGO has caused this Supplemental
Indenture No. 2 to be signed, acknowledged and delivered by one of its Vice
Presidents, and its seal to be affixed hereunto and the same to be attested by
one of its Trust Officers, all as of the day and year first written above.

                                                    GENERAL MILLS, INC.

[CORPORATE SEAL]

                                                    By: /s/ JAMES L. WEAVER
                                                        VICE PRESIDENT-TREASURER

ATTEST:

/s/ JAMES M. NEVILLE
       SECRETARY

                                                    CONTINENTAL ILLINOIS
                                                           NATIONAL BANK AND
                                                           TRUST COMPANY
                                                           OF CHICAGO,
                                                                  as Trustee

[CORPORATE SEAL]

                                                    By: /s/ RICHARD L. LAVARNWAY
                                                        SECOND VICE PRESIDENT

 Attest:

/s/ E.D. BUTLER
 TRUST OFFICER


<PAGE>


STATE OF MINNESOTA
                     ss.:
COUNTY OF HENNEPIN

         On the 20th day of August, in the year one thousand nine hundred
eighty-two before me appeared J.L. Weaver to me personally known, who, being by
me duly sworn, did say that he resides at Minneapolis, Minnesota, that he is a
Vice President-Treasurer of GENERAL MILLS, INC., one of the corporations
described in and which executed the above instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.


                                                          /s/ IVY S. BERNHARDSON
                                                       NOTARY PUBLIC - MINNESOTA
                                                                 HENNEPIN COUNTY
                                            My Commission Expires Sept. 28, 1985


STATE OF NEW YORK
                     SS.:
COUNTY OF NEW YORK

         On the 24th day of August, in the year one thousand nine hundred
eighty-two, before me appeared Richard L. LaVarnway to me personally known, who,
being by me duly sworn, did say that he resides at 42 Campbell Dr., Glendale
Heights, IL that he is a Vice President of CONTINENTAL ILLINOIS NATIONAL BANK
AND TRUST COMPANY OF CHICAGO, one of the corporations described in and which
executed the above instrument; that he knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; the it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

                                                             /s/ DORIS J. BAILER
                                                NOTARY PUBLIC, State of New York
                                                                 No 24 - 0284525
                                                       Qualified in Kings County
                                                  Cert. filed in New York County
                                               Commission Expires March 30, 1983


<PAGE>


                               GENERAL MILLS, INC.

                          SUPPLEMENTAL INDENTURE NO. 3
                          DATED AS OF OCTOBER 18, 1982
                                    SERIES OF
                       10 3/8% NOTES DUE OCTOBER 15, 1984
                                   $50,000,000

         Supplemental Indenture No. 3 dated as of October 18, 1982, between
GENERAL MILLS, INC., a corporation ORGANIZED and existing under the laws of the
State of Delaware (hereinafter sometimes referred to as the "Company"), and
CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national
banking association duly organized and existing under the laws of the United
States of America (hereinafter sometimes referred to as the "Trustee"),

                              W I T N E S S E T H.:

         The Company and the Trustee have executed and delivered an Indenture
dated as of July 1, 1982 (the "Indenture").

         Section 10.01 of the Indenture provides for the Company, when
authorized by the Board of Directors, and the Trustee to enter into an indenture
supplemental to the Indenture to establish the form or terms of Debt Securities
of any series of Debt Securities as permitted by Section 2.02 of the Indenture.

         Section 2.02 of the Indenture provides for Debt Securities of any
series to be established pursuant to an indenture supplemental to the Indenture.

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the series
of Debt Securities provided for herein, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of such series of Debt
Securities, as follows:


                                   ARTICLE ONE
                       Relation to Indenture; Definitions

         Section 1.01. This Supplemental Indenture No. 3 constitutes an integral
part of the Indenture.

         Section 1.02. For all purposes of this Supplemental Indenture:

                  (1) Capitalized terms used herein without definition shall
         have the meanings specified in the Indenture;


<PAGE>


                  (2) All references herein to Articles and Sections, unless
         otherwise specified, refer to the corresponding Articles and Sections
         of this Supplemental Indenture No. 3; and

                  (3) The terms "hereof", "herein", "hereby", "hereto",
         "hereunder" and "herewith" refer to this Supplemental Indenture.


                                   ARTICLE TWO
                               The Series of Notes

         Section 2.01. There shall be a series of Debt Securities designated the
"10 3/8% Notes due October 15, 1984" (the "Notes"). The Notes shall be limited
to $50,000,000 aggregate principal amount. The original issue date of the Notes
shall be October 19, 1982.

         Section 2.02. The principal on the Notes shall be payable on October
15, 1984.

         Section 2.03. The rate of interest on the Notes shall be 10 3/8% per
annum, payable on each Note from the April 15 or October 15, as the case may be,
next preceding the date of such Note to which interest on the Notes has been
paid or, if no interest has been paid on the Notes since the original issue
date, from October 15, 1982. Interest shall be payable semi-annually on April 15
and October 15 to the person in whose name each Note is registered at the close
of business on the last day of the month next preceding such April 15 or October
15, whether or not such day is a business day, for so long as the Notes are
outstanding, commencing on April 15, 1983. Interest payable on the Notes shall
be computed on the basis of a 360-day year of twelve 30-day months.

         Section 2.04. The rate of interest payable on any overdue principal of
the Notes pursuant to Section 6.02 of the Indenture shall be 10 3/8% per annum.
Interest on any such overdue principal shall be computed on the basis of a
360-day year of twelve 30-day months.

         Section 2.05. The Places of Payment for the Notes shall be the City of
Chicago, Illinois and the City of New York, New York. The Trustee and Morgan
Guaranty Trust Company of New York shall be the paying agents for the Notes.

         Section 2.06. The Notes shall not be subject to redemption at any time
prior to maturity. The Company shall have no obligation to redeem, purchase or
repay the Notes pursuant to any sinking fund.

         Section 2.07. The amount which shall be payable upon declaration of
acceleration of maturity pursuant to Section 6.01 of the Indenture or provable
in bankruptcy pursuant to Section 6.02 of the Indenture shall be the entire
principal amount of the Notes plus accrued interest thereon. Upon payment of
such amount following such acceleration or bankruptcy, all of the Company's
obligations in respect of payment of the principal of and interest on such Note
shall terminate.


<PAGE>


         Section 2.08. The Notes shall be issued in registered form, without
coupon, and shall be transferable as provided in Article Two of the Indenture.

         Section 2.09. Notes of any authorized denomination shall be
exchangeable for a like aggregate principal amount of Notes of different
authorized denominations upon surrender of such Notes, with a request for such
exchange, at the designated office of the Trustee in the City of Chicago,
Illinois or at the designated office of the Authenticating Agent in the City of
New York, New York.

         Section 2.10. The dates on which the Company shall provide information
regarding the Holders of the Notes to the Trustee pursuant to Section 5.01 of
the Indenture shall be April 15 and October 15 of every year, commencing on
April 15, 1983, for so long as any of the Notes are Outstanding. Such
information shall be current as of the previous March 31 or September 30, as the
case may be.

         Section 2.11. Prior to due presentment for registration of transfer of
any Note, the Company, the Trustee, any Authenticating Agent, any paying agent
and any Debt Security registrar may deem and treat the Holder of such Note as
the absolute owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company, any Debt Security registrar or the Trustee) for
the purpose of receiving payment of or on account thereof and for all other
purposes; and neither the Company nor the Trustee nor any Authenticating Agent
nor any paying agent nor any Debt Security registrar shall be affected by any
notice to the contrary. All such payments so made to any such person, or upon
such person's order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for moneys payable upon
any such Note.

         Section 2.12. The Notes shall be in the form attached as Exhibit A
hereto.


<PAGE>


         IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this Supplemental
Indenture No. 3 to be signed, acknowledged and delivered by its Chairman of the
Board, Executive Vice President-Chief Financial Officer or Vice
President-Treasurer and its corporate seal to be affixed hereunto and the same
to be attested by its Secretary or Assistant Secretary; and CONTINENTAL ILLINOIS
NATIONAL BANK AND TRUST COMPANY OF CHICAGO has caused this Supplemental
Indenture No. 3 to be signed, acknowledged and delivered by one of its Vice
Presidents, and its seal to be affixed hereunto and the same to be attested by
one of its Trust Officers, all as of the day and year first written above.

                                                    GENERAL MILLS, INC.

[CORPORATE SEAL]

                                                    By: /s/ J.L. WEAVER

ATTEST: /s/ JAMES M. NEVILLE
      SECRETARY

                                                    CONTINENTAL ILLINOIS
                                                          NATIONAL BANK AND
                                                          TRUST COMPANY
                                                          OF CHICAGO,
                                                                 as Trustee

[CORPORATE SEAL]

                                                    By: /s/ RICHARD L. LAVARNWAY
                                                        SECOND VICE PRESIDENT

Attest: /s/ L.M. HACKETT
   2ND VICE PRESIDENT


<PAGE>


STATE OF MINNESOTA
                    ss.:
COUNTY OF HENNEPIN

         On the 14th day of October, in the year one thousand, nine hundred
eighty-two, before me appeared J.L. Weaver to me personally known, who, being by
me duly sown, did say that he resides at Minneapolis, Minnesota, that he is a
Vice President-Treasurer of GENERAL MILLS, INC., one of the corporations
described in and which executed the above instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.

                                                              IVY S. BERNHARDSON
                                                       NOTARY PUBLIC - MINNESOTA
                                                                 HENNEPIN COUNTY
                                            My Commission Expires Sept. 28, 1985


         On the 18th day of October, in the year one thousand nine hundred
eighty-two, before me appeared Richard L. LaVarnway to me personally known, who,
being by me duly sworn, did say that he resides at 42 Campbell Dr., Glendale
Heights, IL that he is a 2nd Vice President of CONTINENTAL ILLINOIS NATIONAL
BANK AND TRUST COMPANY OF CHICAGO, one of the corporations described in and
which executed the above instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; the it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

                                                                 DORIS J. BAILER
                                                NOTARY PUBLIC, State of New York
                                                                 No 24 - 0284525
                                                       Qualified in Kings County
                                                  Cert. filed in New York County
                                               Commission Expires March 30, 1983


<PAGE>


                               GENERAL MILLS, INC.
                          SUPPLEMENTAL INDENTURE NO. 4
                            DATED AS OF JULY 8, 1987
                                  A$100,000,000
                  14% AUSTRALIAN DOLLAR NOTES DUE JULY 27, 1990

         Supplemental Indenture No. 4 dated as of July 8, 1987, between GENERAL
MILLS, INC., a corporation organized and existing under the laws of the State of
Delaware (hereinafter sometimes referred to as the "Company"), and CONTINENTAL
ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking
association duly organized and existing under the laws of the United States of
America (hereinafter sometimes referred to as the "Trustee"),

                              W I T N E S S E T H:

         The Company and the Trustee have executed and delivered an Indenture
dated as of July 1, 1982 (the "Indentures).

         Section 10.01 of the Indenture provides for the Company, when
authorized by the Board of Directors, and the Trustee to enter into an indenture
supplemental to the Indenture to establish the form or terms of Debt Securities
of any series of Debt Securities as permitted by Sections 2.01 and 2.02 of the
Indenture and to cure any ambiguity or to correct or supplement any provision
contained in the Indenture or in any Supplemental Indenture which may be
defective or inconsistent with any other provision contained in the Indenture or
any Supplemental Indenture or to make such other provisions in regard to matters
or questions &rising under this Indenture as shall not adversely affect the
interest of any Holder.

         Section 2.02 of the Indenture provides for Debt Securities of any
Series to be established pursuant to an indenture supplemental to the Indenture.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the series
of Debt Securities provided for herein, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of such series of Debt
Securities, as follows:


                                   ARTICLE ONE
                       Relation to Indenture; Definitions.

         Section 1.01. This Supplemental Indenture No. 4 constitutes an integral
part of the Indenture.

         Section 1.02. For all purposes of this Supplemental Indenture:


<PAGE>


                  (1) Capitalized teems used herein without definition shall
                  have the meanings specified in the Indenture;

                  (2) All references herein to Articles and Sections, unless
                  otherwise specified, refer to the corresponding Articles and
                  Sections of this Supplemental Indenture No. 4; and

                  (3) The terms "hereof", "herein", "hereby", "hereto",
                  "hereunder" and "herewith" refer to this Supplemental
                  Indenture.


                                   ARTICLE TWO
                               The Series of Notes

         Section 2.01. There shall be a series of Debt Securities designated the
14% Australian Dollar Notes Due July 27, 1990 (the "Notes"). The Notes shall be
limited to One Hundred Million Australian Dollars (A$100,000,000) in aggregate
principal amount (except for the Notes authenticated and delivered upon
registration or transfer of, or in exchange for, or in lieu of other notes
pursuant to Sections 2.05, 2.06, 2.07, 3.04 or 10.04 of the Indenture). The
original issue date of the Notes shell be July 27, 1987.

         Section 2.02. The principal of the Notes shall be payable on July 27,
1990.

         Section 2.03. The rate of interest on the Notes shall be 14% per annum,
which interest shall be payable semi-annually on January 27 and July 27 for so
long as the Notes are outstanding, commencing on January 27, 1988. Interest
payable on the Notes shall be computed on the basis of 360-day year of twelve
30-day months. Interest shall accrue commencing on July 27, 1987. Interest so
payable shall be paid to the person in whose name the Notes are registered at
the close of business on the immediately preceding January 12 or July 12,
respectively.

         Section 2.04. The rate of interest payable on any overdue principal of
the Notes pursuant to Section 6.02 of the Indenture shall be 14% per annum.
Interest on any such overdue principal shall be computed on the basis of a
360day year of twelve 30-day months.

         Section 2.05. The Place of Payment for the principal of the Notes shall
be Chicago, Illinois and New York, New York. Interest on the Notes will be paid
by check, draft, or wire, as specified. The Trustee shall be the paying agent
for the Notes.

         Section 2.06. The Notes shall not be subject to redemption at any time
prior to maturity. The Company shall have no obligation to redeem, purchase or
repay the Notes pursuant to any sinking fund.

         Section 2.07. The Notes shall be issued in registered form, without
coupons, in denominations of A$10,000 and integral multiples of A$10,000 in


<PAGE>


excess thereof, and shall be transferable as provided in Article Two of the
Indenture.

         Section 2.08. Notes of any authorized denomination shall be
exchangeable for a like aggregate principal amount of Notes of different
authorized denominations upon surrender of such Notes, with a request for such
exchange, at the designated office of the Trustee in the City of Chicago,
Illinois.

         Section 2.09. The principal of and interest on the Notes is payable by
the Company in Australian dollars. However, the Exchange Rate Agent wail convert
&11 payments of principal of and interest on the Notes to U.S. dollars, unless
the Holder elects to receive such payments in Australian dollars as described
below. The U.S. dollar amount to be received by a Holder not electing to receive
Australian dollars will be based on the highest bid quotation received by the
Exchange Rate Agent from three recognized foreign exchange dealers (one of which
may be the Exchange Rate Agent) at approximately 11:00 a.m. New York City time
on the second Business Day preceding the applicable payment date for the
purchase by the quoting dealer of Australian dollars for U.S. dollars for
settlement on such payment date in the aggregate amount of Australian dollars
payable to all Holders receiving U.S. dollar payments (eg. Holders who have not
elected to receive Australian dollars) and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available, payment
may be made in Australian dollars. All currency exchange costs will be borne by
the Holder by deductions from such payments. The Exchange Rate Agent shall be
appointed by the Company with the consent of the Trustee, which consent shall
not be unreasonably withheld.

         Section 2.10. The Notes shell be in the form attached as Exhibit A
hereto.

         Section 2.11. All other terms in the Notes as set forth in Exhibit A.

         Section 2.12. The term "Business Day" as defined in Section 1.01 of the
Indenture, for the purposes of this Series of Notes, shall mean a day which is
not a Saturday or a Sunday and which is neither & legal holiday nor a day on
which banking institutions are authorized or required by law or regulation to
close in Sydney, Australia; London, England; New York, New York; or Chicago,
Illinois. If a date fixed for payment of interest or principal of the Notes is
not a Business Day, then payment of interest or principal shall be made on the
next succeeding Business Day.


                                  ARTICLE THREE
                           Amendments to the Indenture

         Section 3.01. Section 2.02 of the Indenture is amended to add the
following subsection: "(14) if other than United States dollars, the currency or
currencies in which the Debt Securities shall be issuable."


<PAGE>


         Section 3.02. The term "Business Day" in Article One, Section 1.01 of
the Indenture is amended to read as follows: "The term 'Business Day' means any
day other than a day on which banking institutions in the City of Chicago,
Illinois, or the applicable Place of Payment are authorized or required by law
to close, and as may be otherwise specified in a supplemental indenture
establishing the terms of & particular series of Debt Securities."

         Section 3.03. Article Eight is amended to add the following as new
Section 8.06: "Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Debt Securities are denominated in the same coin or
currency, or (ii) any distribution to Holders of Debt Securities, unless
otherwise specified as contemplated by Section 3.01 for Debt Securities of such
series. any amount in respect of any Debt Security denominated in & coin or
currency other than United States dollars shall be treated for any such action
or distribution as that amount of United States dollars that could be obtained
for such amount on such reasonable basis of exchange and as of the record date
for such action, determination of rights or distribution (or, if there shall be
no applicable record date, such other date reasonably proximate to the date of
such action, determination of rights or distribution) as the Company may specify
in a written notice to the Trustee or, in absence of such written notice, as the
Trustee may determine."


<PAGE>


         IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this Supplemental
Indenture No. 4 to be signed, acknowledged and delivered by its Chairman of the
Board, Vice Chairman of the Board and Chief Financial Officer or Senior Vice
President-Treasurer and its corporate seal to be affixed hereto and the same to
be attested by its Secretary or an Assistant Secretary; and CONTINENTAL ILLINOIS
NATIONAL BANK AND TRUST COMPANY OF CHICAGO has caused this Supplemental
Indenture No. 4 to be signed, acknowledged and delivered by one of its Vice
Presidents, and its seal to be affixed hereunto and the same to be attested by
one of its Second Vice Presidents, all as of the day and year first written
above.

                                      GENERAL MILLS, INC.

[CORPORATE SEAL]

                                      By:        /s/ D.E. KELBY
                                          ------------------------------
                                      Name:  D.E. Kelby
                                      Title: Senior Vice President and Treasurer

ATTEST:  /s/ B.L. ROSENBERG


                                      CONTINENTAL ILLINOIS
                                      NATIONAL BANK AND
                                      TRUST COMPANY
                                      OF CHICAGO,
                                                                as Trustee

[CORPORATE SEAL]

                                      By:     /s/ THOMAS H. RANSOM
                                          ------------------------------
                                              Name:  Thomas H. Ransom
                                              Title: Vice President

Attest: /s/ LAWRENCE M. HACKETT


<PAGE>


                              GENERAL MILLS , INC.
                          SUPPLEMENTAL INDENTURE NO. 5
                            DATED AS OF APRIL 1, 1989

         Supplemental Indenture No. 5 dated as of April 1, 1989, between GENERAL
MILLS, INC., a corporation organized and existing under the laws of the State of
Delaware (hereinafter referred to as the "Company"), and CONTINENTAL BANK N.A.,
a national banking association duly organized and existing under the laws of the
United States of America (hereinafter referred to as the "Trustee").

                              W I T N E S S E T H :

         The Company and the Trustee have executed and delivered an Indenture
dated as of July 1, 1982 (the "Indenture").

         The Company desires to amend the Indenture to provide for the issuance
of Debt Securities of a series on a continuous basis and with differing terms
and to expressly provide that the Debt Securities of such series may be
denominated in currencies other than the currency of the United States of
America or may provide that the amount of payments of principal of and any
premium or interest thereon may be determined with reference to an index.

         Section 10.01 of the Indenture provides for the Company, when
authorized by the Board of Directors, and the Trustee to enter into an indenture
supplemental to the Indenture to amend such Indenture by creating such
provisions as shall not adversely affect the interests of any Holder.

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Debt
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of Debt Securities or of such
series thereof, as follows:


                                   ARTICLE ONE
                       RELATION TO INDENTURE; DEFINITIONS

         SECTION 1.01. This Supplemental Indenture No. 5 constitutes an integral
part of the Indenture.

         SECTION 1.02. For all purposes of this Supplemental Indenture:

                  (1) Capitalized terms used herein without definition shall
         have the meanings specified in the Indenture;


<PAGE>


                  (2) All references herein to Articles and Sections, unless
         otherwise specified, refer to the corresponding Articles and Sections
         of this Supplemental Indenture No. 5; and

                  (3) The terms "hereof", "herein", "hereby", "hereto",
         "hereunder" and "herewith" refer to this Supplemental Indenture.


                                   ARTICLE TWO
                      PROVISIONS APPLICABLE EXCLUSIVELY TO
                         THE SERIES OF MEDIUM-TERM NOTES

         SECTION 2.01. There shall be a series of Debt Securities designated the
"Medium-Term Notes" (the "Notes"). The Notes shall be limited to an aggregate
principal amount resulting in not more than U.S. $229,620,000 of proceeds to the
Company (or the equivalent thereof, determined as of the respective dates of
issuance of Notes, in any other currency or currencies) and shall be issued at
any time or from time to time.

         SECTION 2.02. Each Note shall have the particular terms (which need not
be substantially identical to the terms of any other Notes) established in
accordance with or as contemplated by this Section 2.02. Each fixed rate Note
("Fixed Rate Note") shall be in substantially the form attached as Exhibit A
hereto, and each floating rate Note ("Floating Rate Note") shall be in
substantially the form attached as Exhibit B hereto.

         Each of the Chairman of the Board, the President, the Chief Financial
Officer and the Treasurer (each an "Authorized Officer") may, at any time and
from time to time, on behalf of the Company, authorize the issuance of Notes and
in connection therewith establish, or, if all of the Notes of such series may
not be originally issued at one time, to the extent deemed appropriate prescribe
the manner of determining within any limitations established by such Authorized
Officer (subject in either case to the limitations set forth in this
Supplemental Indenture and the Indenture), the following:

                  (1) the date or dates on which the principal and premium, if
         any, of the Notes is payable;

                  (2) the rate or rates (or method by which determined) at which
         the Notes shall bear interest, if any, the date or dates from which
         such interest shall accrue, the interest payment dates on which such
         interest shall be payable and, in the case of registered Notes, the
         record dates for the determination of Holders to whom such interest is
         payable;

                  (3) if an Original Issue Discount Security, the Yield to
         Maturity;

                  (4) the price or prices at which, the period or periods within
         which and the terms and conditions upon which Notes may be redeemed, in
         whole or in part, at the option of the Company, pursuant to any sinking
         fund or otherwise;


<PAGE>


                  (5) the obligation, if any, of the Company to redeem, purchase
         or repay Notes pursuant to any sinking fund or analogous provisions or
         at the option of a Holder thereof and the price or prices at which and
         the period or periods within which and the terms and conditions upon
         which Notes shall be redeemed, purchased or repaid, in whole or in
         part, pursuant to such obligation;

                  (6) if other than denominations of $100,000 and integral
         multiples of $1,000 in excess thereof (or, in the case of any Note
         denominated in other than U.S. dollars, the amount of the Specified
         Currency (as defined below) for such Note which is equivalent, at the
         noon buying rate in The City of New York for cable transfers for such
         Specified Currency on the first Business Day in The City of New York
         and the country issuing such Specified Currency (or, in the case of
         European Currency Units, in Brussels, Belgium) next preceding the date
         on which the Company accepts the offer to purchase such Note, to U.S.
         $100,000 (rounded down to an integral multiple of 10,000 units of such
         Specified Currency) and any greater amount that is an integral multiple
         of 10,000 units of such Specified Currency), the denominations in which
         Notes shall be issuable;

                  (7) if the amount of payments of principal of and any premium
         or interest on the Notes may be determined with reference to an index,
         the manner in which such amounts shall be determined;

                  (8) if other than the principal amount thereof, the portion of
         the principal amount of Notes which shall be payable upon declaration
         of acceleration of the maturity thereof pursuant to Section 6.01 of the
         Indenture or provable in bankruptcy pursuant to Section 6.02 of the
         Indenture;

                  (9) any Events of Default with respect to the Notes, if not
         set forth in the Indenture;

                  (10) whether the Notes shall be issued in registered or bearer
         form, with or without coupons;

                  (11) whether the Notes shall be issued in whole or in part in
         the form of one or more Global Notes and, in such case, the Depositary
         for such Global Note or Notes, which Depositary must be a clearing
         agency registered under the Securities Exchange Act of 1934;

                  (12) if other than United States dollars, the currency or
         currencies, including composite currencies, in which payment of the
         principal of and any premium and interest on the Notes shall be payable
         (the "Specified Currency"); and

                  (13) any other terms of the Notes (which terms shall not be
         inconsistent with the provisions of this Supplemental Indenture or the
         Indenture).


<PAGE>


         In connection with the Notes, the officers of the Company specified in
the Indenture may execute and deliver one or more Officers' Certificates setting
forth, or, if all of the Notes may not be originally issued at one time, to the
extent deemed appropriate describing the manner of determining, the foregoing
terms of the Notes, established or prescribed, as the case may be, in accordance
with the foregoing.

         SECTION 2.03. The Places of Payment for the principal of the Notes
shall be the City of Chicago, Illinois and The City of New York, New York.
Interest, if any, on the Notes will be paid by check, draft or wire, as
specified in the terms thereof. The Trustee shall be the paying agent ("Paying
Agent") for the Notes.

         SECTION 2.04. Unless otherwise provided in the terms of a particular
Note, definitive Notes of any authorized denomination shall be exchangeable for
a like aggregate principal amount of Notes denominated in the same Specified
Currency and bearing interest (if any) at the same rate or having the same Yield
to Maturity and Stated Maturity and of different authorized denominations upon
surrender of such Notes with a request for such exchange at the designated
office of the Trustee in the City of Chicago, Illinois or in the Borough of
Manhattan, The City of New York.

         SECTION 2.05. Unless otherwise specified in a particular Note, payments
of principal of (and premium, if any) and interest on each Note will be made in
the applicable Specified Currency, 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 option of the
Holders thereof under the procedures described in the two following paragraphs
and (ii) at the option of the Company in the case of imposition of exchange
controls or other circumstances beyond the control of the Company as described
below in this Section 2.05. If specified in a particular Note, the amount of
principal payable on such Note will be determined by reference to an index or
formula described therein.

         Unless otherwise specified in the terms of a Note, and except as
provided in the next paragraph, payments of interest and principal (and premium,
if any) with respect to any Note denominated in other than U.S. dollars will be
made in U.S. dollars if the registered Holder of such Note on the relevant
Regular Record Date or at maturity, as the case may be, has transmitted a
written request for such payment in U.S. dollars to the Trustee at its Corporate
Trust Office or agency in the City of Chicago, Illinois or in The City of New
York, New York on or prior to such Regular Record Date or the date 15 days prior
to maturity, as the case may be. 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. Any such request made with respect to any Note
by a registered Holder will remain in effect with respect to any further
payments of interest and principal (and premium, if any) with respect to such
Note payable to such Holder, unless such request is revoked on or prior to the
relevant Regular Record Date or the date 15 days prior to maturity, as the case
may be.


<PAGE>


         Unless otherwise provided in the applicable Officers' Certificate,
Continental Bank N.A. will be the Exchange Rate Agent (the "Exchange Rate
Agent") with respect to the Notes.

         Unless otherwise indicated in the terms of a particular Note, the
"Regular Record Date" with respect to any Floating Rate Note shall be the date
15 calendar days prior to each Interest Payment Date, whether or not such date
shall be a Business Day, and the "Regular Record Date" with respect to any Fixed
Rate Note shall be the March 1 and September 1 next preceding the March 15 and
September 15 Interest Payment Dates.

         Unless otherwise indicated in the terms of a particular Note and except
as provided below, interest will be payable, in the case of Floating Rate Notes
which reset weekly, on the third Wednesday of March, June, September and
December of each year: in the case of Floating Rate Notes which reset monthly,
on the third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year (as respectively indicated in such Notes);
in the case of Floating Rate Notes which reset quarterly, on the third Wednesday
of March, June, September and December of each year; in the case of Floating
Rate Notes which reset semi-annually, on the third Wednesday of the two months
of each year specified in such Notes; and in the case of Floating Rate Notes
which reset annually, on the third Wednesday of the month specified in such
Notes (each an "Interest Payment Date"), and in each case, at maturity.

         Payments of interest on any Fixed Rate Note or Floating Rate Note with
respect to any Interest Payment Date will include interest accrued to but
excluding such Interest Payment Date; provided, however, that if the Interest
Reset Dates (as defined in a particular Note) with respect to any Floating Rate
Note are weekly, interest payable on such Note on any Interest Payment Date,
other than interest payable on the date on which principal on such Note is
payable, will include interest accrued to but excluding the day following the
next preceding Regular Record Date.

         With respect to a Floating Rate Note, accrued interest from the date of
issue or from the last date to which interest has been paid shall be calculated
by multiplying the face amount of such Floating Rate Note by an accrued interest
factor. Such accrued interest factor shall be computed by adding the interest
factor calculated for each day from the date of issue, or from the last date to
which interest has been paid, to but excluding the date for which accrued
interest is being calculated. The interest factor for a Floating Rate Note
(expressed as a decimal) for each such day shall be computed either (i) by
dividing the interest rate (expressed as a decimal) applicable to such date by
360 or (ii) by the actual number of days in the year, as specified in such Note.
Interest on Fixed Rate Notes will be computed on the basis of a 360-day year of
twelve 30-day months.


<PAGE>


         SECTION 2.06. For the purposes of the Notes and this Section 2.06, the
term "Agent Member" means a member of, or participant in, a Depositary; the term
"Depositary" means, with respect to Notes issuable or issued in whole or in part
in the form of one or more Global Notes, the Person designated as Depositary by
the Company pursuant to Section 2.02 hereof, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Notes shall mean
the respective Depositary with respect to particular Notes; and the term "Global
Note" means a global certificate evidencing all or part of the series of Notes,
issued to the Depositary for the series or such portion of the series, and
registered in the name of such Depositary or its nominee.

         Notwithstanding Section 2.05 of the Indenture, except as otherwise
specified as contemplated by Section 2.02 hereof, any Global Note shall be
exchangeable only as provided in this paragraph. A Global Note shall be
exchangeable pursuant to this Section if (x) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such 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 (the "Exchange Act"), (y) the
Company in its sole discretion determines that all Global Notes then outstanding
hereunder and under the Indenture shall be exchangeable for definitive Notes in
registered form or (z) an Event of Default with respect to the Notes represented
by such Global Note has occurred and is continuing. Any Global Note that is
exchangeable pursuant to the preceding sentence 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. Such definitive Notes shall
be registered in the names of the owners of the beneficial interests in such
Global Note as such names are from time to time provided by the relevant
participants in the Depositary holding such Global Note (as such participants
are identified from time to time by such Depositary).

         No Global Note may be transferred except as a whole by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor of the Depositary or a nominee of
such successor. Except as provided above, owners solely of beneficial interests
in a Global Note shall not be entitled to receive physical delivery of Notes in
definitive form and will not be considered the Holders thereof for any purpose
under the Indenture or this Supplemental Indenture.

         Any Global Note that is exchangeable pursuant to the preceding
paragraph shall be exchangeable for Notes issuable in denominations of $100,000
and integral multiples of $1,000 in excess thereof and registered in such names
as the Depositary that is the Holder of such Global Note shall direct.


<PAGE>


         In the event that a Global Note is surrendered for redemption in part
pursuant to Section 3.04 of the Indenture, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global Note,
without service charge, a new Global Note in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Note so
surrendered.

         The Trustee shall fix a record date for the purpose of determining the
Persons entitled to waive any past default hereunder or the Persons entitled to
consent to any indenture supplemental to the Indenture. If a record date is
fixed, the Holders on such record date, or their duly designated proxies, and
only such Persons, shall be entitled to waive any default hereunder, or to
retract any such waiver previously given, or to consent to such supplemental
indenture or to revoke any such consent previously given, as the case may be,
whether or not such Holders remain Holders after such record date. No such
waiver or consent shall be valid or effective for more than 90 days after such
record date.

         The Agent Members shall have no rights under the Indenture or this
Supplemental Indenture with respect to any Global Note held on their behalf by a
Depositary, and such Depositary may be treated by the Company, the Trustee, and
any agent of the Company or the Trustee as the owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee, or any Agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by a Depositary or impair, as between a Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Note, including without limitation the granting of
proxies or other authorization of participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.

         SECTION 2.07. In determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver under the Indenture, the
principal amount of a Note denominated in a foreign currency or currencies shall
be the U.S. dollar equivalent, determined on the date of original issuance of
such Note, of the principal amount (or, in the case of a Note which is an
Original Issue Discount Security, the U.S. dollar equivalent on the date of the
original issuance of such Note of the amount of the principal thereof that would
be due and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01 of the Indenture)
of such Note; provided, however, that if such Holders are, pursuant to Section
6.06 of the Indenture, acting together with the Holders of other Debt Securities
as a single class in giving any such request, demand, authorization, direction,
notice, consent or waiver, the provisions of Section 8.06 of the Indenture shall
instead govern such a determination with respect to such Notes, the provisions
of this Section 2.07 notwithstanding.


<PAGE>


         SECTION 2.08. References in the Indenture to the "Yield to Maturity" of
Debt Securities shall be deemed, solely with respect to the Notes, to refer to
the respective yields to maturity, calculated at the respective times of
issuance of the particular Notes or, if applicable, at the respective most
recent redeterminations of interest on such respective Notes and calculated in
accordance with accepted financial practice. References in Article VI of the
Indenture to the "rate" or "rate of interest" of Debt Securities shall be
deemed, solely with respect to the Notes, to refer to the respective rates or
rates of interest of the particular Notes.

         SECTION 2.09. Notwithstanding the provisions of Sections 2.03 and 14.06
of the Indenture, if all Notes are not to be originally issued at one time, it
shall not be necessary to deliver the Officers' Certificate and the Opinion of
Counsel otherwise required pursuant to Section 14.06 or the written order of the
Company otherwise required pursuant to Section 2.03 at or prior to the time of
authentication of each Note if such documents are delivered at or prior to the

         SECTION 2.10. If any Debt Securities described in subsections (a), (b)
or (c)(i) of Section 12.01 of the Indenture are Notes which are denominated in a
currency or currencies other than United States dollars, then in order to
satisfy the deposit conditions in subsection (c)(ii) of Section 12.01 with
respect to any such Notes, the Company shall deposit or cause to be deposited as
specified in Section 12.01 the required amount in the currency or currencies in
which such Notes are denominated or in direct obligations of the sovereign
nation or sovereign nations issuing such currency or currencies and denominated
in such currency or currencies.


                                  ARTICLE THREE
                             AMENDMENT TO INDENTURE

         SECTION 3.01. Section 4.01 of the Indenture is hereby amended to read
in its entirety:

         SECTION 4.01. The Company covenants and agrees for the benefit of the
Holders of each series of Debt Securities that it will duly and punctually pay
or cause to be paid the principal of and premium, if any, and interest on the
Debt Securities of that series at the places, at the respective times and in the
manner provided in such Debt Securities. Unless otherwise provided as
contemplated by Section 2.02 with respect to any series of Debt Securities, each
installment of interest on interest-bearing Registered Debt Securities of any
series may be paid by mailing checks for such interest payable to or upon the
written order of the Holders of such Registered Debt Securities entitled thereto
as they shall appear on the Debt Security Register. The interest on Coupon Debt
Securities shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature. The interest on any temporary bearer Debt Securities shall be
paid, as to the installments of interest evidenced by coupons attached thereto,
if any, only upon presentation and surrender thereof, and, as to the other
installments of interest, if any, only upon presentation of such Debt Securities
for notation thereon of the payment of such interest. Unless otherwise provided
as contemplated by Section


<PAGE>


2.02 with respect to any series of Debt Securities, the interest on Registered
Debt Securities shall be payable only to or upon the written order of the
Holders thereof."

         IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this Supplemental
Indenture No. 5 to be signed, acknowledged and delivered by its Chairman of the
Board, President, Vice Chairman, Chief Financial and Administrative Officer or
Senior Vice President-Treasurer and its corporate seal to be affixed hereunto
and the same to be attested by its Secretary or Assistant Secretary; and
CONTINENTAL BANK N.A. has caused this Supplemental Indenture No. 5 to be signed,
acknowledged and delivered by one of its Vice Presidents, and its seal to be
affixed hereunto and the same to be attested by one of its Trust Officers, all
as of the day and year first written above.

                                                   GENERAL MILLS, INC.

[CORPORATE SEAL]

                                                   By:     /s/ D.E. KELBY
                                                       ----------------------
                                                   Title: Senior Vice President,
                                                                Treasurer
ATTEST: /s/ IVY S. BERNHARDSON
      ASSISTANT SECRETARY


                                                   CONTINENTAL BANK N.A.,
                                                               as Trustee

[CORPORATE SEAL]

                                                   By:    /s/
                                                       ----------------------
                                                       Title:  Vice President

Attest: /s/
     TRUST OFFICER


<PAGE>


                               GENERAL MILLS, INC.
                          SUPPLEMENTAL INDENTURE NO. 6
                          DATED AS OF NOVEMBER 8, 1990

         Supplemental Indenture No. 6 dated as of November 8, 1990, between
GENERAL MILLS, INC., a corporation organized and existing under the laws of the
State of Delaware (hereinafter referred to as the "Company"), and CONTINENTAL
BANK N.A., a national banking association duly organized and existing under the
laws of the United States of America (hereinafter referred to as the "Trustee").

                              W I T N E S S E T H :

         The Company and the Trustee have executed and delivered an Indenture
dated as of July 1, 1982 (the "Indenture").

         The Company desires to amend the Indenture to provide for the issuance
of Debt Securities of a series on a continuous basis and with differing terms
and to expressly provide that the Debt Securities of such series may be
denominated in currencies other than the currency of the United States of
America or may provide that the amount of payments of principal of and any
premium or interest thereon may be determined with reference to an index.

         Section 10.01 of the Indenture provides for the Company, when
authorized by the Board of Directors, and the Trustee to enter into an indenture
supplemental to the Indenture to amend such Indenture by creating such
provisions as shall not adversely affect the interests of any Holder.

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Debt
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of Debt Securities or of such
series thereof, as follows:


                                   ARTICLE ONE
                       RELATION TO INDENTURE; DEFINITIONS

         SECTION 1.01. This Supplemental Indenture No. 6 constitutes an integral
part of the Indenture.

         SECTION 1.02. For all purposes of this Supplemental Indenture:

         (1) Capitalized terms used herein without definition shall have the
             meanings specified in the Indenture;


<PAGE>


         (2) All references herein to Articles and Sections, unless otherwise
             specified, refer to the corresponding Articles and Sections of this
             Supplemental Indenture No. 6; and

         (3) The terms "hereof," "herein," "hereby," "hereto," "hereunder," and
             "herewith" refer to this Supplemental Indenture.


                                   ARTICLE TWO
                      PROVISIONS APPLICABLE EXCLUSIVELY TO
                         THE SERIES OF MEDIUM-TERM NOTES

         SECTION 2.01. There shall be a series of Debt Securities designated the
"Medium-Term Notes - Series B" (the "Notes"). The Notes shall be limited to an
aggregate principal amount resulting in not more than U.S. $300,000,000 of
proceeds to the Company (or the equivalent thereof, determined as of the
respective dates of issuance of Notes, in any other currency or currencies) and
shall be issued at any time or from time to time.

         SECTION 2.02. Each Note shall have the particular terms (which need not
be substantially identical to the terms of any other Notes) established in
accordance with or as contemplated by this Section 2.02. Each fixed rate Note
("Fixed Rate Note") shall be in substantially the form attached hereto as
Exhibit A; each floating rate Note ("Floating Rate Note") shall be in
substantially the form attached hereto as Exhibit B; and each indexed Note
("Indexed Note") shall be in substantially the form attached hereto as Exhibit
C.

         Each of the Chairman of the Board, the President, the Chief Financial
Officer and the Treasurer (each an "Authorized Officer") may, at any time and
from time to time, on behalf of the Company, authorize the issuance of Notes and
in connection therewith establish, or, if all of the Notes of such series may
not be originally issued at one time, to the extent deemed appropriate prescribe
the manner of determining within any limitations established by such Authorized
Officer (subject in either case to the limitations set forth in this
Supplemental Indenture and the Indenture), the following:

         (1) the date or dates on which the principal and premium, if any, of
             the Notes is payable;

         (2) the rate or rates (or method by which determined) at which the
             Notes shall bear interest, if any, the date or dates from which
             such interest shall accrue, the interest payment dates on which
             such interest shall be payable and, in the case of registered
             Notes, the record dates for the determination of Holders to whom
             such interest is payable;

         (3) if an Original Issue Discount Security, the Yield to Maturity;


<PAGE>


         (4) the price or prices at which, the period or periods within which
             and the terms and conditions upon which Notes may be redeemed, in
             whole or in part, at the option of the Company, pursuant to any
             sinking fund or otherwise;

         (5) the obligation, if any, of the Company to redeem, purchase or
             repay Notes pursuant to any sinking fund or analogous provisions or
             at the option of a Holder thereof and the price or prices at which
             and the period or periods within which and the terms and conditions
             upon which Notes shall be redeemed, purchased or repaid, in whole
             or in part, pursuant to such obligation;

         (6) if other than denominations of $100,000 and integral multiples of
             $1,000 in excess thereof (or, in the case of any Note denominated
             in other than U.S. dollars, the amount of the Specified Currency
             (as defined below) for such Note which is equivalent, at the noon
             buying rate in The City of New York for cable transfers for such
             Specified Currency on the first Business Day in The City of New
             York and the country issuing such Specified Currency (or, in the
             case of European Currency Units, in Luxemborg) next preceding the
             date on which the Company accepts the offer to purchase such Note,
             to U.S. $100,000 (rounded down to an integral multiple of 10,000
             units of such Specified Currency) and any greater amount that is an
             integral multiple of 10,000 units of such Specified Currency), the
             denominations in which Notes shall be issuable;

         (7) if the amount of payments of principal of and any premium or
             interest on the Notes may be determined with reference to an index,
             the manner in which such amounts shall be determined;

         (8) if other than the principal amount thereof, the portion of the
             principal amount of Notes which shall be payable upon
             declaration of acceleration of the maturity thereof pursuant to
             Section 6.01 of the Indenture or provable in bankruptcy pursuant to
             Section 6.02 of the Indenture;

         (9) any Events of Default with respect to the Notes, if not set forth
             in the Indenture;

        (10) whether the Notes shall be issued in registered or bearer form,
             with or without coupons;

        (11) whether the Notes shall be issued in whole or in part in the
             form of one or more Global Notes and, in such case, the Depositary
             for such Global Note or Notes, which Depositary must be a clearing
             agency registered under the Securities Exchange Act of 1934, as
             amended (the "Exchange Act");


<PAGE>


        (12) if other than United States dollars, the currency or currencies,
             including composite currencies, in which payment of the principal
             of and any premium and interest on the Notes shall be payable (the
             "Specified Currency"); and

        (13) any other terms of the Notes (which terms shall not be
             inconsistent with the provisions of this Supplemental Indenture
             or the Indenture).

         In connection with the Notes, the officers of the Company specified in
the Indenture may execute and deliver one or more Officers' Certificates setting
forth, or, if all of the Notes may not be originally issued at one time, to the
extent deemed appropriate describing the manner of determining, the foregoing
terms of the Notes, established or prescribed, as the case may be, in accordance
with the foregoing.

         SECTION 2.03. The Places of Payment for the principal of the Notes
shall be the City of Chicago, Illinois and The City of New York, New York.
Interest, if any, on the Notes will be paid by check, draft or wire, as
specified in the terms thereof. The Trustee shall be the paying agent ("Paying
Agent") for the Notes.

         SECTION 2.04. Unless otherwise provided in the terms of a particular
Note, definitive Notes of any authorized denomination shall be exchangeable for
a like aggregate principal amount of Notes denominated in the same Specified
Currency and bearing interest (if any) at the same rate or having the same Yield
to Maturity and Stated Maturity and of different authorized denominations upon
surrender of such Notes with a request for such exchange at the designated
office of the Trustee in the City of Chicago, Illinois or in the Borough of
Manhattan, The City of New York.

         SECTION 2.05. Unless otherwise specified in a particular Note, payments
of principal of (and premium, if any) and interest on each Note will be made in
the applicable Specified Currency; 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 option of the
Holders thereof under the procedures described in the two following paragraphs
and (ii) at the option of the Company in the case of imposition of exchange
controls or other circumstances beyond the control of the Company as described
below in this Section 2.05. If specified in a particular Note, the amount of
principal payable on such Note will be determined by reference to an index or
formula described therein.

         Unless otherwise specified in the terms of a Note, and except as
provided in the next paragraph, payments of interest and principal (and premium,
if any) with respect to any Note denominated in other than U.S. dollars will be
made in U.S. dollars if the registered Holder of such Note on the relevant
Regular Record Date or at maturity, as the case may be, has transmitted a
written request for such payment in U.S. dollars to the Trustee at its Corporate
Trust Office or agency in the City of Chicago, Illinois or in The City


<PAGE>


of New York, New York on or prior to such Regular Record Date or the date 15
days prior to maturity, as the case may be. 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. Any such request made with
respect to any Note by a registered Holder will remain in effect with respect to
any further payments of interest and principal (and premium, if any) with
respect to such Note payable to such Holder, unless such request is revoked on
or prior to the relevant Regular Record Date or the date 15 days prior to
maturity, as the case may be.

         Unless otherwise provided in the applicable Officers' Certificate,
Continental Bank N.A. will be the Exchange Rate Agent (the "Exchange Rate
Agent") with respect to the Notes.

         Unless otherwise indicated in the terms of a particular Note, the
"Regular Record Date" with respect to any Floating Rate Note shall be the date
15 calendar days prior to each Interest Payment Date, whether or not such date
shall be a Business Day, and the "Regular Record Date" with respect to any Fixed
Rate Note shall be the March 1 and September 1 next preceding the March 15 and
September 15 Interest Payment Dates.

         Unless otherwise indicated in the terms of a particular Note and except
as provided below, interest will be payable, in the case of Floating Rate Notes
which reset weekly, on the third Wednesday of March, June, September and
December of each year; in the case of Floating Rate Notes which reset monthly,
on the third Wednesday of each month on the third Wednesday of March, June,
September and December of each year (as respectively indicated in such Notes);
in the case of Floating Rate Notes which reset quarterly, on the third Wednesday
of March, June, September and December of each year; in the case of Floating
Rate Notes which reset semi-annually, on the third Wednesday of the two months
of each year specified in such Notes; and in the case of Floating Rate Notes
which reset annually, on the third Wednesday of the month specified in such
Notes (each an "Interest Payment Date"), and in each case, at maturity.

         Payments of interest on any Fixed Rate Note or Floating Rate Note with
respect to any Interest Payment Date will include interest accrued to but
excluding such Interest Payment Date; provided, however, that if the Interest
Reset Dates (as defined in a particular Note) with respect to any Floating Rate
Note are weekly, interest payable on such Note on any Interest Payment Date,
other than interest payable on the date on which principal on such Note is
payable, will include interest accrued to but excluding the day following the
next preceding Regular Record Date.

         With respect to a Floating Rate Note, accrued interest from the date of
issue or from the last date to which interest has been paid shall be calculated
by multiplying the face amount of such Floating Rate Note by an accrued interest
factor. Such accrued interest factor shall be computed by adding the interest
factor calculated for each day from the date of issue, or from the last date to
which interest has been paid, to but excluding the date for which accrued
interest is being calculated. The interest factor for a Floating Rate Note


<PAGE>


(expressed as a decimal) for each such day shall be computed either (i) by
dividing the interest rate (expressed as a decimal) applicable to such date by
360 or (ii) by the actual number of days in the year, as specified in such Note.
Interest on Fixed Rate Notes will be computed on the basis of a 360-day year of
twelve 30-day months.

         SECTION 2.06. For the purposes of the Notes and this Section 2.06, the
term "Agent Member" means a member of, or participant in, a Depositary; the term
"Depositary" means, with respect to Notes issuable or issued in whole or in part
in the form of one or more Global Notes, the Person designated as Depositary by
the Company pursuant to Section 2.02 hereof, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Notes shall mean
the respective Depositary with respect to particular Notes; and the term "Global
Note" means a global certificate evidencing all or part of the series of Notes,
issued to the Depositary for the series or such portion of the series, and
registered in the name of such Depositary or its nominee.

         Notwithstanding Section 2.05 of the Indenture, except as otherwise
specified as contemplated by Section 2.02 hereof, any Global Note shall be
exchangeable only as provided in this paragraph. A Global Note shall be
exchangeable pursuant to this Section if (x) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Note or
if at any time the Depositary ceases to be a clearing agency registered under
the Exchange Act, (y) the Company in its sole discretion determines that all
Global Notes then outstanding hereunder and under the Indenture shall be
exchangeable for definitive Notes in registered form or (z) an Event of Default
with respect to the Notes represented by such Global Note has occurred and is
continuing. Any Global Note that is exchangeable pursuant to the preceding
sentence 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. Such definitive Notes shall be registered in the names of the owners of
the beneficial interests in such Global Note as such names are from time to time
provided by the relevant participants in the Depositary holding such Global Note
(as such participants are identified from time to time by such Depositary.)

         No Global Note may be transferred except as a whole by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor of the Depositary or a nominee of
such successor. Except as provided above, owners solely of beneficial interests
in a Global Note shall not be entitled to receive physical delivery of Notes in
definitive form and will not be considered the Holders thereof for any purpose
under the Indenture or this Supplemental Indenture.

         Any Global Note that is exchangeable pursuant to the preceding
paragraph shall be exchangeable for Notes issuable in denominations of $100,000
and integral multiples of S1,000 in excess thereof and registered in such names
as the Depositary that is the Holder of such Global Note shall direct.


<PAGE>


         In the event that a Global Note is surrendered for redemption in part
pursuant to Section 3.04 of the Indenture, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global Note,
without service charge, a new Global Note in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Note so
surrendered.

         The Trustee shall fix a record date for the purpose of determining the
Persons entitled to waive any past default hereunder or the Persons entitled to
consent to any indenture supplemental to the Indenture. If a record date is
fixed, the Holders on such record date, or their duly designated proxies, and
only such Persons, shall be entitled to waive any default hereunder, or to
retract any such waiver previously given, or to consent to such supplemental
indenture or to revoke any such consent previously given, as the case may be,
whether or not such Holders remain Holders after such record date. No such
waiver or consent shall be valid or effective for more than 90 days after such
record date.

         The Agent Members shall have no rights under the Indenture or this
Supplemental Indenture with respect to any Global Note held on their behalf by a
Depositary, and such Depositary may be treated by the Company, the Trustee, and
any agent of the Company or the Trustee as the owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee, or any Agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by a Depositary or impair, as between a Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Note, including without limitation the granting of
proxies or other authorization of participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.

         SECTION 2.07. In determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver under the Indenture, the
principal amount of a Note denominated in a foreign currency or currencies shall
be the U.S. dollar equivalent, determined on the date of original issuance of
such Note, of the principal amount (or, in the case of a Note which is an
Original Issue Discount Security, the U.S. dollar equivalent on the date of the
original issuance of such Note of the amount of the principal thereof that would
be due and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01 of the Indenture)
of such Note; provided, however, that if such Holders are, pursuant to Section
6.06 of the Indenture, acting together with the Holders of other Debt Securities
as a single class in giving any such request, demand, authorization, direction,
notice, consent or waiver, the provisions of Section 8.06 of the Indenture shall
instead govern such a determination with respect to such Notes, the provisions
of this Section 2.07 notwithstanding.


<PAGE>


         SECTION 2.08. References in the Indenture to the "Yield to Maturity" of
Debt Securities shall be deemed, solely with respect to the Notes, to refer to
the respective yields to maturity, calculated at the respective times of
issuance of the particular Notes or, if applicable, at the respective most
recent redeterminations of interest on such respective Notes and calculated in
accordance with accepted financial practice. References in Article VI of the
Indenture to the "rate" or "rate of interest" of Debt Securities shall be
deemed, solely with respect to the Notes, to refer to the respective rates or
rates of interest of the particular Notes.

         SECTION 2.09. Notwithstanding the provisions of Sections 2.03 and 14.06
of the Indenture, if all Notes are not to be originally issued at one time, it
shall not be necessary to deliver the Officers' Certificate and the Opinion of
Counsel otherwise required pursuant to Section 14.06 or the written order of the
Company otherwise required pursuant to Section 2.03 at or prior to the time of
authentication of each Note if such documents are delivered at or prior to the
time of authentication upon original issuance of the first Note to be issued.

         SECTION 2.10. If any Debt Securities described in subsections (a), (b)
or (c) (i) of Section 12.01 of the Indenture are Notes which are denominated in
a currency or currencies other than United States dollars, then in order to
satisfy the deposit conditions in subsection (c) (ii) of Section 12.01 with
respect to any such Notes, the Company shall deposit or cause to be deposited as
specified in Section 12.01 the required amount in the currency or currencies in
which such Notes are denominated or in direct obligations of the sovereign
nation or sovereign nations issuing such currency or currencies and denominated
in such currency or currencies.


<PAGE>


         IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this Supplemental
Indenture No. 6 to be signed, acknowledged and delivered by its Chairman of the
Board, President, Vice Chairman, Chief Financial and Administrative Officer or
Senior Vice President-Treasurer and its corporate seal to be affixed hereunto
and the same to be attested by its Secretary or Assistant Secretary; and
CONTINENTAL BANK N.A. has caused this Supplemental Indenture No. 6 to be signed,
acknowledged and delivered by one of its Vice Presidents, and its seal to be
affixed hereunto and the same to be attested by one of its Trust Officers, all
as of the day and year first written above.

                                                    GENERAL MILLS, INC.

[CORPORATE SEAL]

                                                    By: /s/ D.E. Kelby
                                                        Vice Chairman, Chief
                                                        Financial and
                                                        Administrative Officer

ATTEST: /S/ B.R. ROSENBERG
       ASSISTANT SECRETARY


                                                    CONTINENTAL BANK N.A.
                                                               as Trustee

[CORPORATE SEAL]

                                                    By: /s/ Richard L. LaVarnway
                                                        VICE PRESIDENT

ATTEST: /S/ LAWRENCE M. HACKETT
        TRUST OFFICER


<PAGE>


                               GENERAL MILLS, INC.

                          SUPPLEMENTAL INDENTURE NO. 7

                          DATED AS OF FEBRUARY 19, 1992

         Supplemental Indenture No. 7 dated as of February 19, 1992, between
GENERAL MILLS, INC., a corporation organized and existing under the laws of the
State of Delaware (hereinafter referred to as the "Company"), and CONTINENTAL
BANK N.A., a national banking association duly organized and existing under the
laws of the United States of America (hereinafter referred to as the "Trustee").

                              W I T N E S S E T H :

         The Company and the Trustee have executed and delivered an Indenture
dated as of July 1, 1982 (the "Indenture").

         The Company desires to amend the Indenture to provide for the issuance
of Debt Securities of a series on a continuous basis and with differing terms
and to expressly provide that the Debt Securities of such series may be
denominated in currencies other than the currency of the United States of
America or may provide that the amount of payments of principal of and any
premium or interest thereon may be determined with reference to an index.

         Section 10.01 of the Indenture provides for the Company, when
authorized by the Board of Directors, and the Trustee to enter into an indenture
supplemental to the Indenture to amend such Indenture by creating such
provisions as shall not adversely affect the interests of any Holder.

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Debt
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of Debt Securities or of such
series thereof, as follows:


                                   ARTICLE ONE
                       RELATION TO INDENTURE; DEFINITIONS

         SECTION 1.01. This Supplemental Indenture No. 7 constitutes an integral
part of the Indenture.

         SECTION 1.02. For all purposes of this Supplemental Indenture:

         (1) Capitalized terms used herein without definition shall have the
             meanings specified in the Indenture;


<PAGE>


         (2) All references herein to Articles and Sections, unless otherwise
             specified, refer to the corresponding Articles and Sections of this
             Supplemental Indenture No. 7; and

         (3) The terms "hereof," "herein," "hereby," "hereto," "hereunder," and
             "herewith" refer to this Supplemental Indenture.


                                   ARTICLE TWO
                      PROVISIONS APPLICABLE EXCLUSIVELY TO
                         THE SERIES OF MEDIUM-TERM NOTES

         SECTION 2.01. There shall be a series of Debt Securities designated the
"Medium-Term Notes - Series C" (the "Notes.). The Notes shall be limited to an
aggregate principal amount resulting in not more than U.S. $400,000,000 of
proceeds to the Company (or the equivalent thereof, determined as of the
respective dates of issuance of Notes, in any other currency or currencies) and
shall be issued at any time or from time to time.

         SECTION 2.02. Each Note shall have the particular terms (which need not
be substantially identical to the terms of any other Notes) established in
accordance with or as contemplated by this Section 2.02. Each fixed rate Note
("Fixed Rate Note") shall be in substantially the form attached hereto as
Exhibit A-1; each fixed rate amortizing note ("Fixed Rate Amortizing Note")
shall be in substantially the form attached hereto as Exhibit A-2; each floating
rate Note ("Floating Rate Note") shall be in substantially the form attached
hereto as Exhibit B; and each indexed Note ("Indexed Note") shall be in
substantially the form attached hereto as Exhibit C.

         Each of the Chairman of the Board, the President, the Chief Financial
Officer, the Executive Vice President-Finance and the Treasurer (each an
"Authorized Officer") may, at any time and from time to time, on behalf of the
Company, authorize the issuance of Notes and in connection therewith establish,
or, if all of the Notes of such series may not be originally issued at one time,
to the extent deemed appropriate by such Authorized Officer, prescribe the
manner of determining within any limitations established by such Authorized
Officer (subject in either case to the limitations set forth in this
Supplemental Indenture and the Indenture), the following:

         (1) the date or dates on which the principal and premium, if any, of
             the Notes is payable;

         (2) the rate or rates (or method by which determined) at which the
             Notes shall bear interest, if any, the date or dates from which
             such interest shall accrue, the interest payment dates on which
             such interest shall be payable and, in the case of registered
             Notes, the record dates for the determination of Holders to whom
             such interest is payable;

         (3) if an Original Issue Discount Security, the Yield to Maturity;


<PAGE>


         (4) the price or prices at which, the period or periods within which
             and the terms and conditions upon which Notes may be redeemed, in
             whole or in part, at the option of the Company, pursuant to any
             sinking fund or otherwise;

         (5) the obligation, if any, of the Company to redeem, purchase or repay
             Notes pursuant to any sinking fund or analogous provisions or at
             the option of a Holder thereof and the price or prices at which and
             the period or periods within which and the terms and conditions
             upon which Notes shall be redeemed, purchased or repaid, in whole
             or in part, pursuant to such obligation;

         (6) if other than denominations of $100,000 and integral multiples of
             $1,000 in excess thereof (or, in the case of any Note denominated
             in other than U.S. dollars, the amount of the Specified Currency
             (as defined below) for such Note which is equivalent, at the noon
             buying rate in The City of New York for cable transfers for such
             Specified Currency on the first Business Day in The City of New
             York and the country issuing such Specified Currency (or, in the
             case of European Currency Units, in Luxemborg) next preceding the
             date on which the Company accepts the offer to purchase such Note,
             to U.S. $100,000 (rounded down to an integral multiple of 10,000
             units of such Specified Currency) and any greater amount that is an
             integral multiple of 10,000 units of such Specified Currency), the
             denominations in which Notes shall be issuable;

         (7) if the amount of payments of principal of and any premium or
             interest on the Notes may be determined with reference to an index,
             the manner in which such amounts shall be determined;

         (8) if other than the principal amount thereof, the portion of the
             principal amount of Notes which shall be payable upon declaration
             of acceleration of the maturity thereof pursuant to Section 6.01 of
             the Indenture or provable in bankruptcy pursuant to Section 6.02 of
             the Indenture;

         (9) any Events of Default with respect to the Notes, if not set forth
             in the Indenture;

        (10) whether the Notes shall be issued in registered or bearer form,
             with or without coupons;

        (11) whether the Notes shall be issued in whole or in part in the form
             of one or more Global Notes and, in such case, the Depositary for
             such Global Note or Notes, which Depositary must be a clearing
             agency registered under the Securities Exchange Act of 1934, as
             amended (the "Exchange Act");


<PAGE>


        (12) if other than United States dollars, the currency or currencies,
             including composite currencies, in which payment of the principal
             of and any premium and interest on the Notes shall be payable (the
             "Specified Currency"); and

        (13) any other terms of the Notes (which terms shall not be
             inconsistent with the provisions of this Supplemental Indenture or
             the Indenture).

         In connection with the Notes, the officers of the Company specified in
the Indenture may execute and deliver one or more Officers' Certificates setting
forth, or, if all of the Notes may not be originally issued at one time, to the
extent deemed appropriate by any such officer, describing the manner of
determining the foregoing terms of the Notes established or prescribed, as the
case may be, in accordance with the foregoing.

         SECTION 2.03. The Places of Payment for the principal of the Notes
shall be the City of Chicago, Illinois and The City of New York, New York.
Interest, if any, on the Notes will be paid by check, draft or wire, as
specified in the terms thereof. The Trustee shall be the paying agent ("Paying
Agent") for the Notes.

         SECTION 2.04. Unless otherwise provided in the terms of a particular
Note, definitive Notes of any authorized denomination shall be exchangeable for
a like aggregate principal amount of Notes denominated in the same Specified
Currency and bearing interest (if any) at the same rate or having the same Yield
to Maturity and Stated Maturity and of different authorized denominations upon
surrender of such Notes with a request for such exchange at the designated
office of the Trustee in the City of Chicago, Illinois or in the Borough of
Manhattan, The City of New York.

         SECTION 2.05. Unless otherwise specified in a particular Note, payments
of principal of (and premium, if any) and interest on each Note will be made in
the applicable Specified Currency; 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 option of the
Holders thereof under the procedures described in the two following paragraphs
and (ii) at the option of the Company in the case of imposition of exchange
controls or other circumstances beyond the control of the Company as described
below in this Section 2.05. If specified in a particular Note, the amount of
principal payable on such Note will be determined by reference to an index or
formula described therein.

         Unless otherwise specified in the terms of a Note, and except as
provided in the next paragraph, payments of interest and principal (and premium,
if any) with respect to any Note denominated in other than U.S. dollars will be
made in U.S. dollars if the registered Holder of such Note on the relevant
Regular Record Date or at maturity, as the case may be, has transmitted a
written request for such payment in U.S. dollars to the Trustee at its Corporate
Trust Office or agency in the City of Chicago, Illinois or in The City


<PAGE>


of New York, New York on or prior to such Regular Record Date or the date 15
days prior to maturity, as the case may be. 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. Any such request made with
respect to any Note by a registered Holder will remain in effect with respect to
any further payments of interest and principal (and premium, if any) with
respect to such Note payable to such Holder, unless such request is revoked on
or prior to the relevant Regular Record Date or the date 15 days prior to
maturity, as the case may be.

         Unless otherwise provided in the applicable Officers' Certificate,
Continental Bank N.A. will be the Exchange Rate Agent (the "Exchange Rate
Agent") with respect to the Notes.

         Unless otherwise indicated in the terms of a particular Note, the
"Regular Record Date" with respect to any Floating Rate Note shall be the date
15 calendar days prior to each Interest Payment Date, whether or not such date
shall be a Business Day, and the "Regular Record Dates" with respect to any
Fixed Rate Note shall be the March 1 and September 1 next preceding the March 15
and September 15 Interest Payment Dates.

         Unless otherwise indicated in the terms of a particular Note and except
as provided below, interest will be payable, in the case of Floating Rate Notes
which reset weekly, on the third Wednesday of March, June, September and
December of each year; in the case of Floating Rate Notes which reset monthly,
on the third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year (as respectively indicated in such Notes);
in the case of Floating Rate Notes which reset quarterly, on the third Wednesday
of March, June, September and December of each year; in the case of Floating
Rate Notes which reset semi-annually, on the third Wednesday of the two months
of each year specified in such Notes; and in the case of Floating Rate Notes
which reset annually, on the third Wednesday of the month specified in such
Notes (each an "Interest Payment Date"), and in each case, at maturity.

         Payments of interest on any Fixed Rate Note or Floating Rate Note with
respect to any Interest Payment Date will include interest accrued to but
excluding such Interest Payment Date; provided, however, that if the Interest
Reset Dates (as defined in a particular Note) with respect to any Floating Rate
Note are weekly, interest payable on such Note on any Interest Payment Date,
other than interest payable on the date on which principal on such Note is
payable, will include interest accrued to but excluding the day following the
next preceding Regular Record Date.

         With respect to a Floating Rate Note, accrued interest from the date of
issue or from the last date to which interest has been paid shall be calculated
by multiplying the face amount of such Floating Rate Note by an accrued interest
factor. Such accrued interest factor shall be computed by adding the interest
factor calculated for each day from the date of issue, or from the last date to
which interest has been paid, to but excluding the date for which accrued
interest is being calculated. The interest factor for a Floating Rate Note


<PAGE>


(expressed as a decimal) for each such day shall be computed by dividing the
interest rate (expressed as a decimal) applicable to such date either (i) by 360
or (ii) by the actual number of days in the year, as specified in such Note.
Interest on Fixed Rate Notes will be computed on the basis of a 360-day year of
twelve 30-day months.

         SECTION 2.06. For the purposes of the Notes and this Section 2.06, the
term "Agent Member" means a member of, or participant in, a Depositary; the term
"Depositary" means, with respect to Notes issuable or issued in whole or in part
in the form of one or more Global Notes, the Person designated as Depositary by
the Company pursuant to Section 2.02 hereof, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Notes shall mean
the respective Depositary with respect to particular Notes; and the term "Global
Note" means a global certificate evidencing all or part of the series of Notes,
issued to the Depositary for the series or such portion of the series, and
registered in the name of such Depositary or its nominee.

         Notwithstanding Section 2.05 of the Indenture, except as otherwise
specified as contemplated by Section 2.02 hereof, any Global Note shall be
exchangeable only as provided in this paragraph. A Global Note shall be
exchangeable pursuant to this Section if (x) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Note or
if at any time the Depositary ceases to be a clearing agency registered under
the Exchange Act, (y) the Company in its sole discretion determines that all
Global Notes then outstanding hereunder and under the Indenture shall be
exchangeable for definitive Notes in registered form or (z) an Event of Default
with respect to the Notes represented by such Global Note has occurred and is
continuing. Any Global Note that is exchangeable pursuant to the preceding
sentence 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. Such definitive Notes shall be registered in the names of the owners of
the beneficial interests in such Global Note as such names are from time to time
provided by the relevant participants in the Depositary holding such Global Note
(as such participants are identified from time to time by such Depositary.)

         No Global Note may be transferred except as a whole by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor of the Depositary or a nominee of
such successor. Except as provided above, owners solely of beneficial interests
in a Global Note shall not be entitled to receive physical delivery of Notes in
definitive form and will not be considered the Holders thereof for any purpose
under the Indenture or this Supplemental Indenture.

         Any Global Note that is exchangeable pursuant to the preceding
paragraph shall be exchangeable for Notes issuable in denominations of $100,000
and integral multiples of $1,000 in excess thereof and registered in such names
as the Depositary that is the Holder of such Global Note shall direct.


<PAGE>


         In the event that a Global Note is surrendered for redemption in part
pursuant to Section 3.04 of the Indenture, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global Note,
without service charge, a new Global Note in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Note so
surrendered.

         The Trustee shall fix a record date for the purpose of determining the
Persons entitled to waive any past default hereunder or the Persons entitled to
consent to any indenture supplemental to the Indenture. If a record date is
fixed, the Holders on such record date, or their duly designated proxies, and
only such Persons, shall be entitled to waive any default hereunder, or to
retract any such waiver previously given, or to consent to such supplemental
indenture or to revoke any such consent previously given, as the case may be,
whether or not such Holders remain Holders after such record date. No such
waiver or consent shall be valid or effective for more than DO days after such
record date unless prior to such time the Holders of the requisite principal
amount of the Outstanding Notes as specified in the Indenture shall have given
waivers or consents, as applicable.

         The Agent Members shall have no rights under the Indenture or this
Supplemental Indenture with respect to any Global Note held on their behalf by a
Depositary, and such Depositary may be treated by the Company, the Trustee, and
any agent of the Company or the Trustee as the owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee, or any Agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by a Depositary or impair, as between a Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Note, including without limitation the granting of
proxies or other authorization of participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.

         SECTION 2.07. In determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver under the Indenture, the
principal amount of a Note denominated in a foreign currency or currencies shall
be the U.S. dollar equivalent, determined on the date of original issuance of
such Note, of the principal amount (or, in the case of a Note which is an
Original Issue Discount Security, the U.S. dollar equivalent on the date of the
original issuance of such Note of the amount of the principal thereof that would
be due and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01 of the Indenture)
of such Note; provided, however, that if such Holders are, pursuant to Section
6.06 of the Indenture, acting together with the Holders of other Debt Securities
as a single class in giving any such request, demand, authorization, direction,
notice, consent or waiver, the provisions of Section 6.06 of the Indenture shall
instead govern such a determination with respect to such Notes, the provisions
of this Section 2.07 notwithstanding.


<PAGE>


         SECTION 2.08. References in the Indenture to the "Yield to Maturity" of
Debt Securities shall be deemed, solely with respect to the Notes, to refer to
the respective yields to maturity, calculated at the respective times of
issuance of the particular Notes or, if applicable, at the respective most
recent redeterminations of interest on such respective Notes and calculated in
accordance with accepted financial practice. References in Article VI of the
Indenture to the "rate" or "rate of interest" of Debt Securities shall be
deemed, solely with respect to the Notes, to refer to the respective rates or
rates of interest of the particular Notes.

         SECTION 2.09. Notwithstanding the provisions of Sections 2.03 and 14.06
of the Indenture, if all Notes are not to be originally issued at one time, it
shall not be necessary to deliver the Officers' Certificate and the Opinion of
Counsel otherwise required pursuant to Section 14.06 or the written order of the
Company otherwise required pursuant to Section 2.03 at or prior to the time of
authentication of each Note if such documents are delivered at or prior to the
time of authentication upon original issuance of the first Note to be issued.

         SECTION 2.10. If any Debt Securities described in subsections (a), (b)
or (c) (i) of Section 12.01 of the Indenture are Notes which are denominated in
a currency or currencies other than United States dollars, then in order to
satisfy the deposit conditions in subsection (c) (ii) of Section 12.01 with
respect to any such Notes, the Company shall deposit or cause to be deposited as
specified in Section 12.01 the required amount in the currency or currencies in
which such Notes are denominated or in direct obligations of the sovereign
nation or sovereign nations issuing such currency or currencies and denominated
in such currency or currencies.


<PAGE>


         IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this Supplemental
Indenture No. 7 to be signed, acknowledged and delivered by its Chairman of the
Board, President, Vice Chairman, Chief Financial and Administrative Officer or
Senior Vice President-Treasurer and its corporate seal to be affixed hereunto
and the same to be attested by its Secretary or Assistant Secretary; and
CONTINENTAL BANK N.A. has caused this Supplemental Indenture No. 7 to be signed,
acknowledged and delivered by one of its Vice Presidents, and its seal to be
affixed hereunto and the same to be attested by one of its Trust Officers, all
as of the day and year first written above.

                                                           GENERAL MILLS, INC.

[CORPORATE SEAL]

                                                           By:  /s/ D.E. KELBY
                                                              ------------------

Attest: /s/ IVY S. BERNHARDSON
       ------------------------
       Assistant Secretary


                                                           CONTINENTAL BANK N.A.
                                                                    as Trustee

[CORPORATE SEAL]

                                                           By: /s/
                                                              ------------------
                                                               Vice President

Attest:  /s/ JOANNE M. MURPHY
       ------------------------
       Trust Officer


<PAGE>


                               GENERAL MILLS, INC.

                          SUPPLEMENTAL INDENTURE NO. 8

                           DATED AS OF JANUARY 8, 1993

         Supplemental Indenture No. 8 dated as of January 8, 1993, between
GENERAL MILLS, INC., a corporation organized and existing under the laws of the
State of Delaware (hereinafter referred to as the "Company"), and CONTINENTAL
BANK, NATIONAL ASSOCIATION, a national banking association duly organized and
existing under the laws of the United States of America (hereinafter referred to
as the "Trustee").

                              W I T N E S S E T H :

         The Company and the Trustee have executed and delivered an Indenture
dated as of July 1, 1982 (the "Indenture").

         Section 10.01 of the Indenture provides for the Company, when
authorized by the Board of Directors, and the Trustee to enter into an indenture
supplemental to the Indenture to amend such Indenture by creating such
provisions as shall not adversely affect the interests of any Holder.

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Debt
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of Debt Securities or of such
series thereof, as follows:


                                   ARTICLE ONE
                       RELATION TO INDENTURE; DEFINITIONS

         SECTION 1.01. This Supplemental Indenture No. 8 constitutes an integral
part of the Indenture.

         SECTION 1.02. For all purposes of this Supplemental Indenture:

         (1) Capitalized terms used herein without definition shall have the
             meanings specified in the Indenture;

         (2) All references herein to Articles and Sections, unless otherwise
             specified, refer to the corresponding Articles and Sections of this
             Supplemental Indenture No. 8; and

         (3) The terms "hereof," "herein," "hereby," "hereto," "hereunder," and
             "herewith" refer to this Supplemental Indenture.


<PAGE>


                                   ARTICLE TWO
                      PROVISIONS APPLICABLE EXCLUSIVELY TO
                         THE SERIES OF MEDIUM-TERM NOTES

         SECTION 2.01. There shall be a series of Debt Securities designated the
"Medium-Term Notes - Series D" (the "Notes"). The Notes shall be limited to an
aggregate principal amount resulting in not more than U.S. $500,000,000 of
proceeds to the Company (or the equivalent thereof, determined as of the
respective dates of issuance of Notes, in any other currency or currencies) and
shall be issued at any time or from time to time.

         SECTION 2.02. Each Note shall have the particular terms (which need not
be substantially identical to the terms of any other Notes) established in
accordance with or as contemplated by this Section 2.02. Each fixed rate Note
("Fixed Rate Note") shall be in substantially the form attached hereto as
Exhibit A; each fixed rate amortizing note ("Fixed Rate Amortizing Note") shall
be in substantially the form attached hereto as Exhibit B; each floating rate
Note ("Floating Rate Note") shall be in substantially the form attached hereto
as Exhibit C; and each indexed Note ("Indexed Note") shall be in substantially
the form attached hereto as Exhibit D.

         Each of the Chairman of the Board, any Vice Chairman and the Treasurer
(each an "Authorized Officer") may, at any time and from time to time, on behalf
of the Company, authorize the issuance of Notes and in connection therewith
establish, or, if all of the Notes of such series may not be originally issued
at one time, to the extent deemed appropriate by such Authorized Officer,
prescribe the manner of determining within any limitations established by such
Authorized Officer (subject in either case to the limitations set forth in this
Supplemental Indenture and the Indenture), the following:

         (1) the date or dates on which the principal and premium, if any, of
             the Notes is payable;

         (2) the rate or rates (or method by which determined) at which the
             Notes shall bear interest, if any, the date or dates from which
             such interest shall accrue, the interest payment dates on which
             such interest shall be payable and, in the case of registered
             Notes, the record dates for the determination of Holders to whom
             such interest is payable;

         (3) if an Original Issue Discount Security, the Yield to Maturity;

         (4) the price or prices at which, the period or periods within which
             and the terms and conditions upon which Notes may be redeemed, in
             whole or in part, at the option of the Company, pursuant to any
             sinking fund or otherwise;

         (5) the obligation, if any, of the Company to redeem, purchase or repay
             Notes pursuant to any sinking fund or analogous provisions


<PAGE>


             or at the option of a Holder thereof and the price or prices at
             which and the period or periods within which and the terms and
             conditions upon which Notes shall be redeemed, purchased or repaid,
             in whole or in part, pursuant to such obligation;

         (6) if other than denominations of $1,000 and integral multiples
             thereof (or, in the case of any Note denominated in other than U.S.
             dollars, the amount of the Specified Currency (as defined below)
             for such Note which is equivalent, at the noon buying rate in The
             City of New York for cable transfers for such Specified Currency on
             the first Business Day in The City of New York and the country
             issuing such Specified Currency (or, in the case of European
             Currency Units, in Luxembourg) next preceding the date on which the
             Company accepts the offer to purchase such Note, to U.S. $1,000
             (rounded down to an integral multiple of 1,000 units of such
             Specified Currency) and any greater amount that is an integral
             multiple of 1,000 units of such Specified Currency), the
             denominations in which Notes shall be issuable; provided, however.
             that all Notes denominated in amounts of less than $100,000 (or, in
             the case of any Note denominated in other than U.S. dollars, the
             equivalent amount of Specified Currency) shall be issued solely in
             the form of one or more Global Notes;

         (7) if the amount of payments of principal of and any premium or
             interest on the Notes may be determined with reference to an index,
             the manner in which such amounts shall be determined;

         (8) if other than the principal amount thereof, the portion of the
             principal amount of Notes which shall be payable upon declaration
             of acceleration of the maturity thereof pursuant to Section 6.01 of
             the Indenture or provable in bankruptcy pursuant to Section 6.02 of
             the Indenture;

         (9) any Events of Default with respect to the Notes, if not set forth
             in the Indenture;

        (10) whether the Notes shall be issued in registered or bearer form,
             with or without coupons;

        (11) whether the Notes shall be issued in whole or in part in the form
             of one or more Global Notes and, in such case, the Depositary for
             such Global Note or Notes, which Depositary must be a clearing
             agency registered under the Securities Exchange Act of 1934, as
             amended (the "Exchange Act");

        (12) if other than United States dollars, the currency or currencies,
             including composite currencies, in which payment of the principal
             of and any premium and interest on the Notes shall be payable (the
             "Specified Currency");


<PAGE>


        (13) if the Notes are Amortizing Notes, repayment information with
             respect to installments of principal and interest; and

        (14) any other terms of the Notes (which terms shall not be
             inconsistent with the provisions of this Supplemental Indenture or
             the Indenture).

         In connection with the Notes, the officers of the Company specified in
the Indenture may execute and deliver one or more Officers' Certificates setting
forth, or, if all of the Notes may not be originally issued at one time, to the
extent deemed appropriate by any such officer, describing the manner of
determining the foregoing terms of the Notes established or prescribed, as the
case may be, in accordance with the foregoing.

         SECTION 2.03. The Places of Payment for the principal of the Notes
shall be the City of Chicago, Illinois and The City of New York, New York.
Interest, if any, on the Notes will be paid by check, draft or wire, as
specified in the terms thereof. The Trustee shall be the paying agent ("Paying
Agent") for the Notes.

         SECTION 2.04. Unless otherwise provided in the terms of a particular
Note, definitive Notes of any authorized denomination shall be exchangeable for
a like aggregate principal amount of Notes denominated in the same Specified
Currency and bearing interest (if any) at the same rate or having the same Yield
to Maturity and Stated Maturity and of different authorized denominations upon
surrender of such Notes with a request for such exchange at the designated
office of the Trustee in the City of Chicago, Illinois or in the Borough of
Manhattan, The City of New York.

         SECTION 2.05. Unless otherwise specified in a particular Note, payments
of principal of (and premium, if any) and interest on each Note will be made in
the applicable Specified Currency; 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 option of the
Holders thereof under the procedures described in the two following paragraphs
and (ii) at the option of the Company in the case of imposition of exchange
controls or other circumstances beyond the control of the Company as described
below in this Section 2.05. If specified in a particular Note, the amount of
principal payable on such Note will be determined by reference to an index or
formula described therein.

         Unless otherwise specified in the terms of a Note, and except as
provided in the next paragraph, payments of interest and principal (and premium,
if any) with respect to any Note denominated in other than U.S. dollars will be
made in U.S. dollars if the registered Holder of such Note on the relevant
Regular Record Date or at maturity, as the case may be, has transmitted a
written request for such payment in U.S. dollars to the Trustee at its Corporate
Trust Office or agency in the City of Chicago, Illinois or in The City of New
York, New York on or prior to such Regular Record Date or the date 15 days prior
to maturity, as the case may be. Such request may be in writing


<PAGE>


(mailed or hand delivered) or by cable or telex or, if promptly confirmed in
writing, by other form of facsimile transmission. Any such request made with
respect to any Note by a registered Holder will remain in effect with respect to
any further payments of interest and principal (and premium, if any) with
respect to such Note payable to such Holder, unless such request is revoked on
or prior to the relevant Regular Record Date or the date 15 days prior to
maturity, as the case may be.

         Unless otherwise provided in the applicable Officers' Certificate,
Continental Bank, National Association will be the Exchange Rate Agent (the
"Exchange Rate Agent") with respect to the Notes.

         Unless otherwise indicated in the terms of a particular Note, the
"Regular Record Date" with respect to any Floating Rate Note shall be the date
15 calendar days prior to each Interest Payment Date, whether or not such date
shall be a Business Day, and the "Regular Record Dates" with respect to any
Fixed Rate Note shall be the March 1 and September 1 next preceding the March 15
and September 15 Interest Payment Dates.

         Unless otherwise indicated in the terms of a particular Note and except
as provided below, interest will be payable, in the case of Floating Rate Notes
which reset daily or weekly, on the third Wednesday of March, June, September
and December of each year; in the case of Floating Rate Notes which reset
monthly, on the third Wednesday of each month or on the third Wednesday of
March, June, September and December of each year (as respectively indicated in
such Notes); in the case of Floating Rate Notes which reset quarterly, on the
third Wednesday of March, June, September and December of each year; in the case
of Floating Rate Notes which reset semi-annually, on the third Wednesday of the
two months of each year specified in such Notes; and in the case of Floating
Rate Notes which reset annually, on the third Wednesday of the month specified
in such Notes (each an "Interest Payment Date"), and in each case, at maturity.

         Payments of interest on any Fixed Rate Note or Floating Rate Note with
respect to any Interest Payment Date will include interest accrued to but
excluding such Interest Payment Date; provided, however, that if the Interest
Reset Dates (as defined in a particular Note) with respect to any Floating Rate
Note are daily or weekly, interest payable on such Note on any Interest Payment
Date, other than interest payable on the date on which principal on such Note is
payable, will include interest accrued to but excluding the day following the
next preceding Regular Record Date.

         With respect to a Floating Rate Note, accrued interest from the date of
issue or from the last date to which interest has been paid shall be calculated
by multiplying the face amount of such Floating Rate Note by an accrued interest
factor. Such accrued interest factor shall be computed by adding the interest
factor calculated for each day from the date of issue, or from the last date to
which interest has been paid, to but excluding the date for which accrued
interest is being calculated. The interest factor for a Floating Rate Note
(expressed as a decimal) for each such day shall be computed by dividing the


<PAGE>


interest rate (expressed as a decimal) applicable to such date either (i) by 360
or (ii) by the actual number of days in the year, as specified in such Note.
Interest on Fixed Rate Notes will be computed on the basis of a 360-day year of
twelve 30-day months.

         SECTION 2.06. For the purposes of the Notes and this Section 2.06, the
term "Agent Member" means a member of, or participant in, a Depositary; the term
"Depositary" means, with respect to Notes issuable or issued in whole or in part
in the form of one or more Global Notes, the Person designated as Depositary by
the Company pursuant to Section 2.02 hereof, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Notes shall mean
the respective Depositary with respect to particular Notes; and the term "Global
Note" means a global certificate evidencing all or part of the series of Notes,
issued to the Depositary for the series or such portion of the series, and
registered in the name of such Depositary or its nominee.

         Notwithstanding Section 2.05 of the Indenture, except as otherwise
specified as contemplated by Section 2.02 hereof, any Global Note shall be
exchangeable only as provided in this paragraph. A Global Note shall be
exchangeable pursuant to this Section if (x) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Note or
if at any time the Depositary ceases to be a clearing agency registered under
the Exchange Act, (y) the Company in its sole discretion determines that all
Global Notes then outstanding hereunder and under the Indenture shall be
exchangeable for definitive Notes in registered form or (z) an Event of Default
with respect to the Notes represented by such Global Note has occurred and is
continuing. A Global Note shall only be exchangeable into Notes issuable in
denominations of $100,000 and integral multiples of $1,000 in excess thereof. No
Notes shall be issuable in denominations of less than $100,000. Any Global Note
that is exchangeable pursuant to the preceding sentences 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. Such definitive
Notes shall be registered in the names of the owners of the beneficial interests
in such Global Note as such names are from time to time provided by the relevant
participants in the Depositary holding such Global Note (as such participants
are identified from time to time by such Depositary. )

         No Global Note may be transferred except as a whole by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor of the Depositary or a nominee of
such successor. Except as provided above, owners solely of beneficial interests
in a Global Note shall not be entitled to receive physical delivery of Notes in
definitive form and will not be considered the Holders thereof for any purpose
under the Indenture or this Supplemental Indenture.


<PAGE>


         Any Global Note that is exchangeable pursuant to the preceding
paragraph shall be exchangeable for Notes issuable in denominations of $100,000
and integral multiples of $1,000 in excess thereof and registered in such names
as the Depositary that is the Holder of such Global Note shall direct.

         In the event that a Global Note is surrendered for redemption in part
pursuant to Section 3.04 of the Indenture, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global Note,
without service charge, a new Global Note in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Note so
surrendered.

         The Trustee shall fix a record date for the purpose of determining the
Persons entitled to waive any past default hereunder or the Persons entitled to
consent to any indenture supplemental to the Indenture. If a record date is
fixed, the Holders on such record date, or their duly designated proxies, and
only such Persons, shall be entitled to waive any default hereunder, or to
retract any such waiver previously given, or to consent to such supplemental
indenture or to revoke any such consent previously given, as the case may be,
whether or not such Holders remain Holders after such record date. No such
waiver or consent shall be valid or effective for more than 90 days after such
record date unless prior to such time the Holders of the requisite principal
amount of the Outstanding Notes as specified in the Indenture shall have given
waivers or consents, as applicable.

         The Agent Members shall have no rights under the Indenture or this
Supplemental Indenture with respect to any Global Note held on their behalf by a
Depositary, and such Depositary may be treated by the Company, the Trustee, and
any agent of the Company or the Trustee as the owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee, or any Agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by a Depositary or impair, as between a Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Note, including without limitation the granting of
proxies or other authorization of participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.

         SECTION 2.07. In determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver under the Indenture, the
principal amount of a Note denominated in a foreign currency or currencies shall
be the U.S. dollar equivalent, determined on the date of original issuance of
such Note, of the principal amount (or, in the case of a Note which is an
Original Issue Discount Security, the U.S. dollar equivalent on the date of the
original issuance of such Note of the amount of the principal thereof that would
be due and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01 of the Indenture)
of such Note;


<PAGE>


provided, however, that if such Holders are, pursuant to Section 6.06 of the
Indenture, acting together with the Holders of other Debt Securities as a single
class in giving any such request, demand, authorization, direction, notice,
consent or waiver, the provisions of Section 6.06 of the Indenture shall instead
govern such a determination with respect to such Notes, the provisions of this
Section 2.07 notwithstanding.

         SECTION 2.08. References in the Indenture to the "Yield to Maturity" of
Debt Securities shall be deemed, solely with respect to the Notes, to refer to
the respective yields to maturity, calculated at the respective times of
issuance of the particular Notes or, if applicable, at the respective most
recent redeterminations of interest on such respective Notes and calculated in
accordance with accepted financial practice. References in Article Vl of the
Indenture to the "rate" or "rate of interest" of Debt Securities shall be
deemed, solely with respect to the Notes, to refer to the respective rates or
rates of interest of the particular Notes.

         SECTION 2.09. Notwithstanding the provisions of Sections 2.03 and 14.06
of the Indenture, if all Notes are not to be originally issued at one time, it
shall not be necessary to deliver the Officers' Certificate and the Opinion of
Counsel otherwise required pursuant to Section 14.06 or the written order of the
Company otherwise required pursuant to Section 2.03 at or prior to the time of
authentication of each Note if such documents are delivered at or prior to the
time of authentication upon original issuance of the first Note to be issued.

         SECTION 2.10. If any Debt Securities described in subsections (a), (b)
or (c) (i) of Section 12.01 of the Indenture are Notes which are denominated in
a currency or currencies other than United States dollars, then in order to
satisfy the deposit conditions in subsection (c) (ii) of Section 12.01 with
respect to any such Notes, the Company shall deposit or cause to be deposited as
specified in Section 12.01 the required amount in the currency or currencies in
which such Notes are denominated or in direct obligations of the sovereign
nation or sovereign nations issuing such currency or currencies and denominated
in such currency or currencies.


<PAGE>


         IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this Supplemental
Indenture No. 8 to be signed, acknowledged and delivered by its Chairman of the
Board, Vice Chairman, Senior Vice President, Treasurer and its corporate seal to
be affixed hereunto and the same to be attested by its Secretary or Assistant
Secretary; and CONTINENTAL BANK, NATIONAL ASSOCIATION, has caused this
Supplemental Indenture No. 8 to be signed, acknowledged and delivered by one of
its Vice Presidents, and its seal to be affixed hereunto and the same to be
attested by one of its Trust Officers, all as of the day and year first written
above.

                                                GENERAL MILLS, INC.

[CORPORATE SEAL]

                                                By:      /s/ D.E. KELBY
                                                    ------------------------
                                                Senior Vice President, Treasurer


Attest:  /s/ IVY S. BERNHARDSON
       --------------------------
       Assistant Secretary


                                                CONTINENTAL BANK N.A.
                                                                 as Trustee

[CORPORATE SEAL]

                                                By:   /s/
                                                    ------------------------
                                                    Vice President

Attest: /s/ JOANNE M. MURPHY
       ----------------------
       Trust Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>7
<FILENAME>genmills023880_ex4-4.txt
<DESCRIPTION>INDENTURE
<TEXT>
                                                                     EXHIBIT 4.4


                             RALCORP HOLDINGS, INC.


                                                                          ISSUER

                                       AND



                             THE FIRST NATIONAL BANK
                                   OF CHICAGO


                                                                         TRUSTEE






                                    INDENTURE


                         DATED AS OF SEPTEMBER 23, 1994





              ----------------------------------------------------
<PAGE>


           Reconciliation and tie between Trust Indenture Act of 1939
                  and Indenture, dated as of September 23, 1994

Trust Indenture Act Section                                Indenture Section(1)/
- ---------------------------                                -----------------

310   (a)(1)(2)(5)                                         6.9
      (a)(3) and (4)                                       Not Applicable
      (b)                                                  6.8, 6.10, 11.4
      (c)                                                  Not Applicable
311   (a)                                                  *
      (b)                                                  *
      (c)                                                  Not Applicable
312   (a)                                                  *
      (b)                                                  *
      (c)                                                  *
313   (a)                                                  *
      (b)                                                  *
      (c)                                                  4.3
      (d)                                                  4.3
314   (a)                                                  4.2
      (b)                                                  Not Applicable
      (c)                                                  *
      (d)                                                  Not Applicable
      (e)                                                  *
      (f)                                                  *
315   (a)                                                  *
      (b)                                                  *
      (c)                                                  *
      (d)                                                  *
      (e)                                                  *
316   (a)(1)                                               *
      (a)(2)                                               Not Applicable
      (b)                                                  5.7
      (c)                                                  Not Applicable
317   (a)                                                  5.2
      (b)                                                  3.4
318                                                        11.7

- ----------------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.





- ----------------------
1/     Provisions marked by an asterisk are not included in the Indenture as
       permitted by the Trust Indenture Reform Act of 1990.


<PAGE>


                               TABLE OF CONTENTS
                               -----------------

                                                                            PAGE
                                                                            ----
PARTIES                                                                       1

RECITALS                                                                      1
     Authorization of Indenture                                               1
     Compliance with Legal Requirements                                       1
     Purpose of and Consideration for Indenture                               1

                                   ARTICLE ONE

                                   DEFINITIONS

Section 1.1    Certain Terms Defined                                          1
               Attributable Debt                                              1
               Board of Directors                                             2
               Brussels Business Day                                          2
               Business Day                                                   2
               Capitalized Lease Obligations                                  2
               Commission                                                     2
               Component Currency                                             2
               Consolidated Net Equity                                        2
               Consolidated Net Tangible Assets                               2
               Consolidated Total Assets                                      2
               Conversion Date                                                2
               Corporate Trust Office                                         2
               Coupon                                                         2
               Coupon Security                                                2
               Credit Agreement                                               3
               Defeasance                                                     3
               Depositary                                                     3
               Dollar                                                         3
               Dollar Equivalent of the ECU                                   3
               Dollar Equivalent of the Foreign Currency                      3
               ECU                                                            3
               European Communities                                           3
               Events of Default                                              3


<PAGE>


               Exchange Rate Officer's Certificate                            3
               Foreign Currency                                               3
               Fully Registered Security                                      3
               GAAP                                                           3
               Global Security                                                3
               Guaranty Obligations                                           4
               Holder, Holder of Securities, Securityholder                   4
               Indebtedness                                                   4
               Indenture                                                      4
               Investment                                                     4
               Issuer                                                         4
               Issuer Request or Issuer Order                                 4
               Market Exchange Rate                                           4
               Mortgage                                                       4
               Officers' Certificate                                          4
               Official ECU Exchange Rate                                     4
               Opinion of Counsel                                             5
               Original issue date                                            5
               Outstanding                                                    5
               Paying Agent                                                   5
               Permitted Lien                                                 5
               Person                                                         5
               Place of Payment                                               5
               Principal                                                      5
               Principal Property                                             5
               Registered Holder                                              5
               Registered Security                                            6
               Responsible Officer                                            6
               Restricted Subsidiary                                          6
               Sale and Lease-Back Transaction                                6
               Security, Securities                                           6
               Specified Amount                                               6
               Stated Maturity                                                6
               Subsidiary                                                     6
               Trustee                                                        6
               Trust Indenture Act                                            6


<PAGE>


               United States of America                                       6
               Unregistered Security                                          6
               Valuation Date                                                 6
               vice president                                                 6

                                   ARTICLE TWO

                                   SECURITIES

Section 2.1    Forms Generally                                                7
Section 2.2    Form of Trustee's Certificate of Authentication                7
Section 2.3    Amount Unlimited; Issuable in Series                           7
Section 2.4    Authentication and Delivery of Securities                      8
Section 2.5    Execution of Securities                                        9
Section 2.6    Certificate of Authentication                                 10
Section 2.7    Denomination and Date of Securities; Payments of Interest     10
Section 2.8    Registration, Transfer and Exchange                           12
Section 2.9    Mutilated, Defaced, Destroyed, Lost and Stolen Securities     13
Section 2.10   Cancellation of Securities; Destruction Thereof               14
Section 2.11   Temporary Securities                                          14
Section 2.12   Currency and Manner of Payments in Respect of Securities      15
Section 2.13   Compliance with Certain Laws and Regulations                  18
Section 2.14   Securities Issuable in the Form of a Global Security          18
Section 2.15   Appointment of Agents with Respect to Certain Calculations    19

                                 ARTICLE THREE

                            COVENANTS OF THE ISSUER

Section 3.1    Payment of Principal and Interest                             20
Section 3.2    Offices for Payments, etc.                                    20
Section 3.3    Appointment to Fill a Vacancy in Office of Trustee            20
Section 3.4    Paying Agents                                                 20
Section 3.5    Written Statement to Trustee                                  21
Section 3.6    Limitation on Liens                                           21
Section 3.7    Limitation on Sale and Lease-Back Transactions                22
Section 3.8    Additional Amounts                                            23
Section 3.9    Limitations on Restricted Subsidiary Debt                     24
Section 3.10   Corporate Existence                                           24


<PAGE>


Section 3.11   Waiver of Certain Covenants                                   24

                                  ARTICLE FOUR

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

Section 4.1    Securityholders Lists                                         25
Section 4.2    Reports by the Issuer                                         25
Section 4.3    Reports by the Trustee                                        25

                                  ARTICLE FIVE

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

Section 5.1    Event of Default Defined; Acceleration of                     25
                    Maturity; Waiver of Default
Section 5.2    Collection of Indebtedness by Trustee;                        27
                    Trustee May Prove Debt
Section 5.3    Application of Proceeds                                       28
Section 5.4    Suits for Enforcement
Section 5.5    Restoration of Rights on Abandonment of Proceedings           29
Section 5.6    Limitations on Suits by Securityholders                       29
Section 5.7    Unconditional Right of Securityholders to                     30
                    Institute Certain Suits
Section 5.8    Powers and Remedies Cumulative; Delay or                      30
                    Omission Not Waiver of Default
Section 5.9    Control by Securityholders                                    30
Section 5.10   Waiver of Past Defaults                                       31
Section 5.11   Trustee to Give Notice of Default, But May                    31
                    Withhold in Certain Circumstances
Section 5.12   Right of Court to Require Filing of Undertaking               31
                    to Pay Costs

                                   ARTICLE SIX

                             CONCERNING THE TRUSTEE

Section 6.1    Duties and Responsibilities of the Trustee; During            32


<PAGE>


                    Default; Prior to Default
Section 6.2    Certain Rights of the Trustee                                 33
Section 6.3    Trustee Not Responsible for Recitals, Disposition of          33
                    Securities or Application of Proceeds Thereof
Section 6.4    Trustee and Agents May Hold Securities; Collections, etc.     34
Section 6.5    Moneys Held by Trustee                                        34
Section 6.6    Compensation and Indemnification of Trustee and its           34
                    Prior Claim
Section 6.7    Right of Trustee to Rely on Officers' Certificate, etc.       34
Section 6.8    Disqualification; Conflicting Interests                       35
Section 6.9    Persons Eligible for Appointment as Trustee                   35
Section 6.10   Resignation and Removal; Appointment of Successor Trustee     35
Section 6.11   Acceptance of Appointment by Successor Trustee                36
Section 6.12   Merger, Conversion, Consolidation or Succession to            37
                    Business of Trustee

                                  ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

Section 7.1    Evidence of Action Taken by Securityholders                   37
Section 7.2    Proof of Execution of Instruments and of Holding              38
                    of Securities
Section 7.3    Holders to be Treated as Owners                               38
Section 7.4    Securities Owned by Issuer Deemed Not Outstanding             38
Section 7.5    Right of Revocation of Action Taken                           38

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

Section 8.1    Supplemental Indentures Without Consent of                    39
                    Securityholders
Section 8.2    Supplemental Indentures With Consent of Securityholders       40
Section 8.3    Effect of Supplemental Indenture                              40
Section 8.4    Documents to Be Given to Trustee                              41
Section 8.5    Notation on Securities in Respect of Supplemental             41
                    Indentures


<PAGE>


                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.1    Issuer May Consolidate, Etc., on Certain Terms                41
Section 9.2    Successor Corporation Substituted                             41
Section 9.3    Opinion of Counsel to Trustee                                 42

                                   ARTICLE TEN

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 10.1   Issuer's Option to Effect Defeasance or Covenant Defeasance   42
Section 10.2   Defeasance and Discharge                                      42
Section 10.3   Covenant Defeasance                                           42
Section 10.4   Conditions to Defeasance or Covenant Defeasance               43
Section 10.5   Deposited Money and  U.S. Government Obligations              44
                    to be Held in Trust; Miscellaneous Provisions
Section 10.6   Reinstatement                                                 45
Section 10.7   Return of Moneys Held by Trustee                              45

                                 ARTICLE ELEVEN

                            MISCELLANEOUS PROVISIONS

Section 11.1   Incorporators, Stockholders, Officers and Directors           45
                    of Issuer Exempt from Individual Liability
Section 11.2   Provisions of Indenture for Sole Benefit of Parties           45
                    and Securityholders
Section 11.3   Successors and Assigns of Issuer Bound by Indenture           46
Section 11.4   Notices and Demands on Issuer, Trustee and Securityholders    46
Section 11.5   Officers' Certificates and Opinions of Counsel;               46
                    Statements to be Contained Therein
Section 11.6   Payments Due on Saturdays, Sundays and Holidays               47
Section 11.7   Conflict of Any Provision of Indenture with Trust             47
                    Indenture Act of 1939
Section 11.8   New York Law to Govern                                        47
Section 11.9   Counterparts                                                  47


<PAGE>


Section 11.10  Effect of Headings                                            47

                                 ARTICLE TWELVE

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 12.1   Applicability of Article                                      47
Section 12.2   Notice of Redemption; Partial Redemptions                     48
Section 12.3   Payment of Securities Called for Redemption                   48
Section 12.4   Exclusion of Certain Securities from Eligibility              49
                    for Selection for Redemption
Section 12.5   Mandatory and Optional Sinking Funds                          49
Section 12.6   Repayment at the Option of the Holders                        51

                                ARTICLE THIRTEEN

                                    GUARANTEE

Section 13.1   Issuer's Option to Have Securities Guaranteed                 51
Section 13.2   Subsidiary Guarantors                                         51
Section 13.3   Subsidiary Guarantee                                          51
Section 13.4   Execution and Delivery of Guarantee                           53
Section 13.5   Guarantors May Consolidate, Etc. on Certain Terms             53
Section 13.6   "Trustee" to Include Paying Agent                             54

TESTIMONIUM                                                                  54

SIGNATURES                                                                   54

ACKNOWLEDGMENTS                                                              56

EXHIBIT A                                                                    57


<PAGE>


     THIS INDENTURE, dated as of September 23, 1994, among RALCORP HOLDINGS,
INC., a Missouri corporation (the "Issuer"), Beech-Nut Nutrition Corporation,
Bremner, Inc., Keystone Resorts Management, Inc., and Ralston Foods, Inc. (as
Guarantors) and The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States of
America, as Trustee (the "Trustee"),

                                   WITNESSETH:

     WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured debentures, notes or other evidences of indebtedness to be issued in
one or more series (the "Securities") up to such principal amount or amounts as
may from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication, delivery
and administration thereof, the Issuer has duly authorized the execution and
delivery of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by the
holders thereof, the Issuer and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities as follows:


                                   ARTICLE ONE

                                   DEFINITIONS

     SECTION 1.1 CERTAIN TERMS DEFINED. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in this
Indenture that are defined in the Trust Indenture Act or the definitions of
which in the Securities Act of 1933 are referred to in the Trust Indenture Act,
including terms defined therein by reference to the Securities Act of 1933, or
the Investment Company Act of 1940 (except as herein otherwise expressly
provided or unless the context otherwise clearly requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture. All accounting terms
used herein and not expressly defined shall have the meanings assigned to such
terms in accordance with generally accepted accounting principles, and the term
"GAAP" means such accounting principles as are generally accepted in the United
States at the time of any computation. The words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Indenture as a
whole, as supplemented and amended from time to time, and not to any particular
Article, Section or other subdivision. The terms defined in this Article have
the meanings assigned to them in this Article and include the plural as well as
the singular.

     "Attributable Debt" means, as to any particular lease under which the
Company or any Restricted Subsidiary is at the time liable, at any date as of
which the amount thereof is to be determined, the total net amount of rent
required to be paid by the Company or any Restricted Subsidiary under such lease
during the remaining term thereof, discounted from the respective due dates
thereof to such date at the weighted average rate per annum borne by the
Securities compounded annually. The net amount of rent required to be paid under
any such lease for any such period shall be the aggregate amount of the rent
payable by the lessee with respect to such period after excluding amounts
required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. In the case of any lease which is
terminable by the


<PAGE>


lessee upon the payment of a penalty, such net amount shall also include the
amount of such penalty, but not rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated.

     "Board of Directors" means either the Board of Directors or any committee
of the Board of Directors of the Issuer duly authorized to act hereunder.

     "Brussels Business Day" means any day other than a day on which banking
institutions in Brussels, Belgium, are authorized or required by law to close.

     "Business Day" means, with respect to any Place of Payment, except as may
otherwise be provided in the form of Securities of any particular series, each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which the
Corporate Trust Office or banking institutions in that Place of Payment are
authorized or obligated by law or executive order to close.

     "Capitalized Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP, and the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or if at any time after the execution and delivery of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties on such date.

     "Component Currency" has the meaning specified in Section 2.12.

     "Consolidated Equity" means, at any time for the Issuer and its
Subsidiaries, an amount calculated as the Issuer's equity determined on a
consolidated basis for the Issuer and its Subsidiaries in conformity with GAAP.

     "Consolidated Net Earnings" means, at any time, net earnings after taxes
for the Company and its subsidiaries, on a consolidated basis, as determined in
accordance with GAAP.

     "Consolidated Net Tangible Assets" means the aggregate of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom all current liabilities for (i) notes and loans payable, (ii) current
maturities of long-term debt and (iii) current maturities of obligations under
capital leases, less all goodwill, trade names, trademarks, patents, unamortized
debt discount and other like intangibles, all as set forth on the most recent
balance sheet of the Company and its Subsidiaries and computed in accordance
with GAAP.

     "Consolidated Revenues" means, at any time, net sales of the Company and
its subsidiaries, on a consolidated basis, as determined in accordance with
GAAP.

     "Consolidated Total Assets" means, at any time, all items which, in
accordance with GAAP, would be classified as assets on a consolidated balance
sheet of the Issuer and its Subsidiaries.

     "Conversion Date" has the meaning specified in Section 2.12.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at One First National Plaza, Suite 0126, Chicago,
Illinois 60670-0126.


                                      -2-
<PAGE>


     "Coupon," means any interest coupon appertaining to any Security.

     "Coupon Security" means any Security authenticated and delivered with one
or more Coupons appertaining thereto.

     "Credit Agreement" means the Credit Agreement dated March 30, 1994 entered
into by Ralston Purina Company with a syndicate of commercial banks and assigned
to the Issuer and comprised of a $200 million revolving credit arrangement and a
$250 million term loan both with a maturity date of March 31, 1999.

     "Defeasance" has the meaning specified in Section 10.2.

     "Depositary" means, unless otherwise specified by the Issuer pursuant to
either Section 2.3 or 2.14, with respect to Securities of any series issuable or
issued as a Global Security, The Depository Trust Company, New York, New York,
or any successor thereto registered under the Securities and Exchange Act of
1934, as amended, or other applicable statute or regulation.

     "Dollar" means the coin or currency of the United States of America which
as of the time of payment is legal tender for the payment of public and private
debts.

     "Dollar Equivalent of the ECU" has the meaning specified in Section 2.12.

     "Dollar Equivalent of the Foreign Currency" has the meaning specified in
Section 2.12.

     "ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European Communities.

     "European Communities" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community.

     "Event of Default" means any event or condition specified as such in
Section 5.1.

     "Exchange Rate Officer's Certificate" means a telex or a certificate
setting forth the applicable Official ECU Exchange Rate and the Dollar or
Foreign Currency amounts payable on the basis of such Official ECU Exchange Rate
in respect of the principal of and interest on Registered Securities, sent (in
the case of a telex) or signed (in the case of a certificate) by the treasurer
or any assistant treasurer of the Issuer, and delivered to the Trustee.

     "Foreign Currency" means a currency issued by the government of any country
other than the United States.

     "Fully Registered Security" means any Security registered as to principal
and interest, if any.

     "GAAP" means generally accepted accounting principles in the United States
at the time of any computation.

     "Global Security" means a Security issued to evidence all or a part of any
series of Securities which is executed by the Issuer and authenticated and
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture and pursuant to an Issuer
Order, which shall be registered in the name of the Depositary or its nominee.


                                      -3-
<PAGE>


     "Guarantee" means, individually and collectively, the guarantees given by
the Guarantors pursuant to Article Thirteen, including a notation in the
Securities substantially in the form attached hereto as Exhibit A.

     "Guarantee Date" means the date of the execution and delivery of a
Guarantee.

     "Guarantee Obligations" shall mean, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect.

     "Guarantor" means any Subsidiary (or successor of such Subsidiary) of the
Company which executes a Guarantee.

     "Holder", "Holder of Securities", "Securityholder" or other similar terms
mean the holder of an Unregistered Security or a Registered Holder of a
Registered Security and, when used with respect to any Coupon, means the holder
thereof.

     "Indebtedness", with respect to any person, means (i) all indebtedness, of
such Person for borrowed money, (ii) all assets or services which in accordance
with GAAP would be shown to be a liability of such Person (or on the liability
side of a balance sheet of such Person), (iii) indebtedness of such person
created or arising under any conditional sale or title retention agreement, (iv)
the principal portion of all obligations of such person under Capital Leases,
(v) the maximum available amount of all letters of credit or acceptances issued
or created for the account of such Person, (vi) all Guaranty Obligations of such
Person with respect to Indebtedness of another entity, (vii) all Indebtedness of
another entity secured by a Lien on any Property of such person, whether or not
such Indebtedness has been assumed by such person and (viii) all Indebtedness of
any partnership or joint venture (except for any such Indebtedness with respect
to which recourse by the holder thereof is limited to the assets of such
partnership or joint venture) where such person is a general partner, net of any
assets of such partnership or joint venture.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

     "Issuer" means Ralcorp Holdings, Inc., and, subject to Article Nine, its
successors and assigns.

     "Issuer Request" or "Issuer Order" means a written request or order signed
in the name of the Issuer by its Chairman of the Board, its Vice Chairman of the
Board, a Chief Executive Officer, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

     "Market Exchange Rate" has the meaning specified in Section 2.12.

     "Mortgage" has the meaning specified in Section 3.6.

     "Officers' Certificate" means a certificate signed by the president or any
vice president and by the treasurer, secretary or an assistant secretary of the
Issuer, and delivered to the Trustee. Each such certificate shall include the
statements provided for in Section 11.5.

     "Official ECU Exchange Rate" applicable to any currency with respect to any
payment to be made hereunder means the exchange rate between the ECU and such
currency reported by the Commission of the European Communities (currently based
on the rates in effect at 2:30 p.m.,


                                      -4-
<PAGE>


Brussels time, on the relevant exchange markets) or if such exchange rate ceases
to be so reported, then such exchange rate shall be determined by the Trustee
using, in its sole discretion and without liability on its part, quotations from
one or more major banks in New York City or such other quotations as the Trustee
shall deem appropriate, on the applicable record date.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Issuer. Each such opinion shall
include the statements provided for in Section 11.5, if and to the extent
required hereby.

     "Original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

     "Outstanding", when used with reference to Securities, shall, subject to
the provisions of Section 7.4, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

     (a) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

     (b) Securities, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Issuer) or shall have been set
aside, segregated and held in trust by the Issuer for the holders of such
Securities (if the Issuer shall act as its own paying agent), provided that if
such Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and

     (c) Securities in substitution for which other Securities shall have been
authenticated and delivered, or which shall have been paid, pursuant to the
terms of Section 2.9 (except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security is held by a person
in whose hands such Security is a legal, valid and binding obligation of the
Issuer).

     "Paying Agent" means any Person (which may include the Issuer) authorized
by the Issuer to pay the principal of or interest, if any, on any Security on
behalf of the Issuer.

     "Permitted Lien" has the meaning specified in Section 3.6.

     "Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

     "Place of Payment", when used with respect to the Securities of any series,
means the place or places where the principal of and interest, if any, on the
Securities of that series are payable as specified pursuant to Section 3.2.

     "Principal" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any".

     "Principal Property" means any real property, manufacturing plant,
processing plant, office building, warehouse or other physical facility, or any
other like depreciable or depletable asset of the Company or any Subsidiary,
whether owned at the date of this Indenture or thereafter acquired, with a gross
book value in excess of 2% of Consolidated Net Tangible Assets, other than
properties that in


                                      -5-
<PAGE>


the opinion of the Board of Directors of the Issuer are not of material
importance to the total business conducted by the Issuer and its Restricted
Subsidiaries, as a whole.

     "Registered Holder" when used with respect to a Registered Security means
the person in whose name such Security is registered in the Security register.

     "Registered Security" means any Security registered in the Security
register.

     "Responsible Officer" when used with respect to the Trustee shall mean any
officer in the Corporate Trust Services Division (or any successor group) of the
Trustee including any vice president, assistant vice president, assistant
secretary, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred at the Corporate Trust Office because of his or her knowledge of and
familiarity with the particular subject.

     "Restricted Subsidiary" means any Subsidiary of the Issuer substantially
all of the assets of which are located in the United States (excluding
territories or possessions).

     "Sale and Lease-Back Transaction" has the meaning specified in Section 3.7.

     "Security" or "Securities" has the meaning stated in the first recital of
this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.

     "Specified Amount" has the meaning specified in Section 2.12.

     "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

     "Subsidiary" means any corporation more than 50% of whose voting stock is
at the time owned by the Issuer directly or indirectly by or through
Subsidiaries, and (ii) any partnership, association, joint venture or other
entity in which the Issuer directly or indirectly through Subsidiaries has more
than 50% equity interest at any time. The term "'voting stock" means outstanding
shares of stock having voting power for the election of directors, whether at
all times or only so long as no senior class of stock has such voting power
because of default in dividends or some other default.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article Six, any successor trustee.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990, and as in force at the date as of which
this Indenture was originally executed.

     "United States of America" means the fifty states constituting the United
States of America as of the date of this Indenture.

     "Unregistered Security" means any Security not registered as to principal.

     "Valuation Date" has the meaning specified in Section 2.12.

     "vice president" when used with respect to the Issuer or the Trustee, means
any vice president, whether or not designated by a number or a word or words
added before or after the title of "vice president".


                                      -6-
<PAGE>


                                   ARTICLE TWO

                                   SECURITIES

     SECTION 2.1 FORMS GENERALLY. The Securities of each series and the Coupons,
if any, shall be substantially in such form or forms (not inconsistent with this
Indenture) as shall be established by or pursuant to a resolution of the Board
of Directors or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture (the provisions of which shall be
appropriate to reflect the terms of each series of Securities, including the
currency or denomination, which may be Dollars, Foreign Currency or ECU) and may
have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Indenture, as may be required to comply
with any law or with any rules or regulations pursuant thereto, or with any
rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities and Coupons, if any, as
evidenced by their execution of the Securities and Coupons, if any.

     The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities and
Coupons, if any, as evidenced by their execution of such Securities and Coupons,
if any.

     The Guarantees, if any, to be endorsed on the Securities of any series
shall be substantially in the form attached hereto as Exhibit A.

     SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's
certificate of authentication on all Securities shall be in
substantially the following form:

     This is one of the Securities of the series designated herein and referred
to in the within-mentioned Indenture.

                                             The First National Bank of Chicago,
                                                         as Trustee



                                             By:________________________________
                                                      Authorized Officer

     SECTION 2.3 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a resolution of the Board of Directors and set
forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

          (1) the title of the Securities of the series (which shall distinguish
     the Securities of the series from all other Securities);

          (2) any limit upon the aggregate principal amount of the Securities of
     the series that may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of,
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Sections 2.8, 2.9, 2.11, 2.14 or 12.3);


                                      -7-
<PAGE>


          (3) the date or dates on which the principal of the Securities of the
     series is payable;

          (4) the rate or rates at which the Securities of the series shall bear
     interest, the date or dates from which such interest shall accrue, the
     interest payment dates on which such interest shall be payable and the
     record dates for the determination of Holders to whom interest is payable;

          (5) the place or places where the principal and interest on Securities
     of the series shall be payable (if other than as provided in Section 3.2);

          (6) the right, if any, of the Issuer to redeem, purchase or repay
     Securities of the series, the price or prices at which, the period or
     periods within which and the terms and conditions upon which Securities of
     the series may be redeemed, in whole or in part, at the option of the
     Issuer, pursuant to any sinking fund or otherwise;

          (7) the obligation, if any, of the Issuer to redeem, purchase or repay
     Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the price or prices at
     which and the period or periods within which and the terms and conditions
     upon which Securities of the series shall be redeemed, purchased or repaid,
     in whole or in part, pursuant to such obligation;

          (8) the issuance as Registered Securities or Unregistered Securities
     or both, and the rights of the Holders to exchange Unregistered Securities
     for Registered Coupon Securities or Fully Registered Securities of the
     series or to exchange Registered Securities of the series for Unregistered
     Securities of the series and the circumstances under which any such
     exchanges, if permitted, may be made;

          (9) if other than denominations of $1,000 and any multiple thereof,
     the denominations, which may be in Dollars, any Foreign Currency or ECU, in
     which Securities of the series shall be issuable;

          (10) whether the Securities of the series shall be issued in whole or
     in part in the form of a Global Security or Securities; the terms and
     conditions, if any, upon which such Global Security or Securities may be
     exchanged in whole or in part for other individual Securities; and the
     Depositary for such Global Security or Securities;

          (11) any addition to or change in (a) the Events of Default or (b)
     covenants set forth in Article Three which applies to any Securities of the
     series and any change in the right of the Trustee or the requisite Holders
     of such Securities to declare the principal amount thereof due and payable
     pursuant to Section 5.1.

          (12) any other terms or conditions upon which the Securities of the
     series are to be issued (which terms shall not be inconsistent with the
     provisions of this Indenture);

          (13) any trustees, authenticating or paying agents, transfer agents or
     registrars or any other agents with respect to the Securities of such
     series; and

          (14) whether the Securities of the series shall be entitled to the
     benefit of the Guarantees set forth in Article Thirteen.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
resolution of the Board of Directors or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the


                                      -8-
<PAGE>


same time, and unless otherwise provided, a series may be reopened for issuances
of additional Securities of such series.

     SECTION 2.4 AUTHENTICATION AND DELIVERY OF SECURITIES. At any time and from
time to time after the execution and delivery of this Indenture, the Issuer may
deliver Securities of any series having attached thereto appropriate Coupons, if
any, executed by the Issuer to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver such Securities to or upon the Issuer
Order without any further action by the Issuer. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive and
(subject to Section 6.1) shall be fully protected in relying upon:

          (1) a certified copy of any resolution or resolutions of the Board of
     Directors authorizing the action taken pursuant to the resolution or
     resolutions delivered under clause (2) below;

          (2) a copy of any resolution or resolutions of the Board of Directors
     relating to such series, in each case certified by the secretary or an
     assistant secretary of the Issuer;

          (3) an executed supplemental indenture, if any;

          (4) an Officers' Certificate setting forth the form and terms of the
     Securities as required pursuant to Sections 2.1 and 2.3, respectively, and
     prepared in accordance with Section 11.5;

          (5) an Opinion of Counsel, prepared in accordance with Section 11.5,
     which shall state

               (a) that the form or forms and terms of such Securities have been
          established by or pursuant to a resolution of the Board of Directors
          or by a supplemental indenture as permitted by Sections 2.1 and 2.3 in
          conformity with the provisions of this Indenture;

               (b) that such Securities, when authenticated and delivered by the
          Trustee and issued by the Issuer in the manner and subject to any
          conditions specified in such Opinion of Counsel, will constitute valid
          and binding obligations of the Issuer;

               (c) that all laws and requirements in respect of the execution
          and delivery by the Issuer of the Securities have been complied with;

               (d) that the Indenture and any supplemental indenture has been
          duly authorized, executed and delivered by and constitutes the valid
          and binding obligation of, the Issuer; and

               (e) such other matters as the Trustee may reasonably request.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders.

     SECTION 2.5 EXECUTION OF SECURITIES. The Securities shall be signed on
behalf of the Issuer by both (a) the chairman of its Board of Directors or any
vice chairman of its Board of Directors or its president or any vice president
and (b) by its treasurer or any assistant treasurer or its secretary or


                                      -9-
<PAGE>


any assistant secretary, under its corporate seal which may, but need not, be
attested. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. The seal of the Issuer may be in the form
of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee. Any Coupons attached to any Unregistered Security
shall be executed on behalf of the Issuer by the manual or facsimile signature
of any such officer of the Issuer.

     In case any officer of the Issuer who shall have signed any of the
Securities or Coupons shall cease to be such officer before the Security or
Coupon so signed shall be authenticated and delivered by the Trustee or disposed
of by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer of the Issuer; and any Security or Coupon may
be signed on behalf of the Issuer by such persons as, at the actual date of the
execution of such Security or Coupon, shall be the proper officers of the
Issuer, although at the date of the execution and delivery of this Indenture any
such person was not such an officer.

     SECTION 2.6 CERTIFICATE OF AUTHENTICATION. Only such Securities and Coupons
appertaining thereto as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, executed by the Trustee by the
manual signature of one of its authorized officers, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

     The Trustee shall not authenticate or deliver any Unregistered Security
until any matured Coupons appertaining thereto have been detached and canceled,
except as otherwise provided or permitted by this Indenture.

     SECTION 2.7 DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST. The
Securities shall be issuable in denominations as shall be specified as
contemplated by Section 2.3. In the absence of any such specification with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any multiple thereof, which may be in
Dollars, any Foreign Currency or ECU, and interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Issuer executing the same may determine
with the approval of the Trustee as evidenced by the execution and
authentication thereof.

     Each Security shall be dated the date of its authentication, shall bear
interest from the date and shall be payable on the dates, in each case, which
shall be specified as contemplated by Section 2.3.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any interest payment date shall be paid, in the case of
Registered Securities, to the person in whose name that Security (or one or more
predecessor Securities) is registered at the close of business on the regular
record date for the payment of such interest and, in the case of Unregistered
Securities, upon surrender of the Coupon appertaining thereto in respect of the
interest due on such interest payment date.

     The term "record date" as used with respect to any interest payment date
(except a date for payment of defaulted interest) shall mean the date specified
as such in the terms of the Securities of any particular series, or, if no such
date is so specified, if such interest payment date is the first day of a
calendar month, the fifteenth day of the next preceding calendar month or, if
such interest payment


                                      -10-
<PAGE>


date is the fifteenth day of a calendar month, the first day of such calendar
month, whether or not such record date is a Business Day.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any interest payment date (called
"defaulted interest" for the purpose of the Section) shall forthwith cease to be
payable to the Registered Holder on the relevant regular record date by virtue
of his having been such Holder; and such defaulted interest may be paid by the
Issuer, at its election, as provided in clause (1) or clause (2) below:

          (1) The Issuer may elect to make payment of any defaulted interest to
     the persons in whose names any such Registered Securities (or their
     respective predecessor Securities) are registered at the close of business
     on a special record date for the payment of such defaulted interest, which
     shall be fixed in the following manner. The Issuer shall notify the Trustee
     in writing of the amount of defaulted interest proposed to be paid on each
     Security of such series and the date of the proposed payment, and at the
     same time the Issuer shall deposit with the Trustee an amount of money
     equal to the aggregate amount proposed to be paid in respect of such
     defaulted interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the persons entitled to
     such defaulted interest as in this clause provided. Thereupon the Trustee
     shall fix a special record date for the payment of such defaulted interest
     in respect of Registered Securities of such series which shall be not more
     than 15 nor less than 10 days prior to the date of the proposed payment and
     not less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Issuer of such
     special record date and, in the name and at the expense of the Issuer,
     shall cause notice of the proposed payment of such defaulted interest and
     the special record date thereof to be mailed, first class postage prepaid,
     to each Registered Holder at his address as it appears in the Security
     register, not less than 10 days prior to such special record date. Notice
     of the proposed payment of such defaulted interest and the special record
     date therefor having been mailed as aforesaid, such defaulted interest in
     respect of Registered Securities of such series shall be paid to the person
     in whose names such Securities (or their respective predecessor Securities)
     are registered on such special record date and such defaulted interest
     shall no longer be payable pursuant to the following clause (2).

          (2) The Issuer may make payment of any defaulted interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which the Securities of that
     series may be listed, and upon such notice as may be required by such
     exchange, if, after notice given by the Issuer to the Trustee of the
     proposed payment pursuant to this clause, such payment shall be deemed
     practicable by the Trustee.

     Any defaulted interest payable in respect of any Security of any series
which is an Unregistered Security shall be payable pursuant to such procedures
as may be satisfactory to the Trustee in such manner that there is no
discrimination as between the Holders of Registered Securities and other
Securities of the same series, and notice of the payment date therefor shall be
given by the Trustee, in the name and at the expense of the Issuer, by
publication at least once in a newspaper of general circulation in New York, New
York.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

     SECTION 2.8 REGISTRATION, TRANSFER AND EXCHANGE. The Issuer will keep at
each office or agency to be maintained for the purpose as provided in Section
3.2 a register or registers in which,


                                      -11-
<PAGE>


subject to such reasonable regulations as it may prescribe, it will register,
and will register the transfer of, Registered Securities as in this Article
provided. Such register shall be in written form in the English language or in
any other form capable of being converted into such form within a reasonable
time. At all reasonable times such register or registers shall be open for
inspection by the Trustee.

     Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series in
authorized denominations for a like aggregate principal amount.

     Subject to Section 2.14, at the option of the Holder thereof, Securities of
a series, whether Registered Securities or Unregistered Securities, which by
their terms are registerable as to principal only or as to principal and
interest, may, to the extent and under the circumstances specified pursuant to
Section 2.3, be exchanged for Registered Coupon Securities or Fully Registered
Securities of such series, as may be issued by the terms thereof. At the option
of the Holder thereof, Securities of a series, whether Registered Securities or
Unregistered Securities, which by their terms provide for the issuance of
Unregistered Securities, may, to the extent and under the circumstances
specified pursuant to Section 2.3, be exchanged for Unregistered Securities of
such series. Securities so issued in exchange for other Securities shall be of
any authorized denomination and of like principal amount and stated maturity,
and shall be issued upon surrender of the Securities for which they are to be
exchanged and, in the case of Coupon Securities, together with all unmatured
Coupons and matured Coupons in default appertaining thereto, at the office of
Issuer provided for in Section 2.3 and upon payment, if the Issuer shall
require, of charges provided therein. Unregistered Securities of any series
issued in exchange for Registered Securities of such series between the regular
record date for such Registered Security and the next interest payment date will
be issued without the Coupon relating to such interest payment date, and
Unregistered Securities surrendered in exchange for Registered Securities
between such dates shall be surrendered without the Coupon relating to such
interest payment date. Whenever any Securities are so surrendered for exchange,
the Issuer shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.
Notwithstanding the foregoing, an Unregistered Security will not be delivered in
exchange for a Registered Security or Securities unless the Trustee receives a
certificate signed by the person entitled to delivery of such Security or other
items or documents fulfilling such conditions as shall be required by
regulations of the United States Department of the Treasury, or shall be
notified by the Issuer that such a certificate shall not be required by such
regulations; provided, however, that no such Unregistered Security shall be
delivered by the Trustee if the Trustee or such agent shall have, or shall have
been notified in writing by the Issuer that the Issuer has, actual knowledge
that such certificate is false.

     Upon presentation for registration of any Unregistered Securities of any
series which by its terms is registerable as to principal, at the office or
agency of the Issuer to be maintained as provided in Section 3.2, such Security
shall be registered as to principal in the name of the Holder thereof and such
registration shall be noted on such Security. Any Security so registered shall
be transferable on the registry books of the Issuer upon presentation of such
Security at such office or agency for similar notation thereon, but such
Security may be discharged from registration by being in a like manner
transferred to bearer, whereupon transferability by delivery shall be restored.
Unregistered Securities shall continue to be subject to successive registrations
and discharges from registration at the option of the Holders thereof.

     Unregistered Securities shall be transferable by delivery, except while
registered as to principal. Registration of any Coupon Security shall not effect
the transferability by delivery of the Coupons appertaining thereto which shall
continue to be payable to bearer and transferable by delivery.


                                      -12-
<PAGE>


     All Securities and Coupons issued upon any transfer or exchange of
Securities shall be the valid obligations of the Issuer, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
and Coupons surrendered upon such transfer or exchange.

     Every Security presented or surrendered for registration of transfer or
exchange shall (if so required by the Issuer or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Issuer and the Security registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities, other than exchanges pursuant to
Sections 2.11, 8.5 or 12.3 not involving any transfer.

     The Issuer shall not be required (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before the day of the selection of Securities for redemption under Article
Twelve or (ii) to register the transfer of or exchange any Security so selected
for redemption in whole or in part.

     All Securities issued upon any transfer or exchange of Securities shall be
valid obligations of the Issuer, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.

     All Securities issued upon any transfer or exchange of Securities shall
have endorsed thereon, if applicable to Securities of such series, a Guarantee
or Guarantees executed by the Guarantors.

     None of the Issuer, the Trustee or any Paying Agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     SECTION 2.9 MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES. In
case any temporary or definitive Security or Coupon shall become mutilated,
defaced or be destroyed, lost or stolen, the Issuer in its discretion may
execute, and upon the written request of any officer of the Issuer, the Trustee
shall authenticate and deliver, a new Security of the same series or Coupon,
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated or defaced Security or Coupon, or in lieu of and substitution
for the Security or Coupon so destroyed, lost or stolen. In every case the
applicant for a substitute Security or Coupon shall furnish to the Issuer and to
the Trustee and to any agent of the Issuer or the Trustee such security or
indemnity as may be required by them to indemnify and defend and to save each of
them harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security or Coupon
and of the ownership thereof.

     Upon the issuance of any substitute Security or Coupon, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. In case any Security
or Coupon which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may, instead of issuing a substitute Security or Coupon, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated or defaced Security or Coupon), if the applicant for such
payment shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as any of them may require to
save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Issuer


                                      -13-
<PAGE>


and the Trustee and any agent of the Issuer or the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security or Coupon and of
the ownership thereof.

     Every substitute Security of any series or Coupon issued pursuant to the
provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities of such series or Coupons duly authenticated and delivered hereunder.
All Securities or Coupons shall be held and owned upon the express condition
that, to the extent permitted by law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, defaced, destroyed,
lost or stolen Securities or Coupons and shall preclude any and all other rights
or remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

     Every substitute Security of any series issued pursuant to the provisions
of this Section shall have endorsed thereon, if applicable to Securities of such
series, a Guarantee or Guarantees executed by the Guarantors.

     SECTION 2.10 CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for any future credit against any payment in respect of a sinking
or analogous fund which have been otherwise acquired by Issuer and all Coupons
surrendered for payment or exchange, shall, if surrendered to the Issuer or any
agent of the Issuer or the Trustee, be delivered to the Trustee for cancellation
or, if surrendered to the Trustee, shall be canceled by it; and no Securities or
Coupons shall be issued in lieu thereof, except as expressly permitted by any of
the provisions of this Indenture. The Trustee shall destroy canceled Securities
and Coupons held by it and deliver a certificate of destruction to the Issuer.
If the Issuer shall acquire any of the Securities and Coupons, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities and Coupons unless and until the same are
delivered to the Trustee for cancellation.

     SECTION 2.11 TEMPORARY SECURITIES. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series may be issued
as Registered Securities or Unregistered Securities with or without Coupons
attached thereto, of any authorized denomination, and substantially in the form
of the definitive Securities of such series but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee. Temporary
Securities may contain such reference to any provisions of this Indenture as may
be appropriate. Every temporary Security shall be executed by the Issuer and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge at each office or agency to
be maintained by the Issuer for that purpose pursuant to Section 3.2, and the
Trustee shall authenticate and deliver in exchange for such temporary Securities
of such series a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and, in the case of Unregistered
Securities, having attached thereto any appropriate Coupons. Until so exchanged,
the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series.


                                      -14-
<PAGE>


     All temporary Security of any series issued pursuant to the provisions of
this Section shall have endorsed thereon, if applicable to Securities of such
series, a Guarantee or Guarantees executed by the Guarantors.

     SECTION 2.12 CURRENCY AND MANNER OF PAYMENTS IN RESPECT OF SECURITIES.

     (a) With respect to Registered Securities denominated in Dollars or Foreign
Currency and with respect to Registered Securities denominated in ECU with
respect to which the Holders of such Securities have not made the election
provided for in paragraph (b) below, the following payment provisions shall
apply:

          (1) Except as provided in subparagraph (a) (2) or in paragraph (e)
     below, payment of the principal of any Registered Security will be made at
     the Place of Payment by delivery of a check in the currency in which the
     Security is denominated on the payment date against surrender of such
     Registered Security, and any interest on any Registered Security will be
     paid at the Place of Payment by mailing a check in the currency in which
     the Securities were issued to the Person entitled thereto at the address of
     such Person appearing on the Security register.

          (2) Payment of the principal of and interest on such Security may
     also, subject to applicable laws and regulations, be made at such other
     place or places as may be designated by the Issuer by any appropriate
     method.

     (b) With respect to Registered Securities denominated in ECU, the following
payment provisions shall apply, except as otherwise provided in paragraphs (e)
and (f) below:

          (1) The Board of Directors of the Issuer may provide with respect to
     any series of such Securities that Holders shall have the option to receive
     payments of principal of and interest on such Security in any of the
     currencies which may be designated for such election in such Security by
     delivering to the Trustee a written election, to be in form and substance
     satisfactory to the Trustee, not later than the close of business on the
     record date immediately preceding the applicable payment date. Such
     election will remain in effect for such Holder until changed by the Holder
     by written notice to the Trustee (but any such change must be made not
     later than the close of business on the record date immediately preceding
     the next payment date to be effective for the payment to be made on such
     payment date and no such change may be made with respect to payments to be
     made on any Security with respect to which notice of redemption has been
     given by the Issuer pursuant to Article Twelve). Any Holder of any such
     Security who shall not have delivered any such election to the Trustee not
     later than the close of business on the applicable record date will be paid
     the amount due on the applicable payment date in ECU as provided in
     paragraph (a) of this Section 2.12. Payment of principal shall be made on
     the payment date against surrender of such Securities. Payment of principal
     and interest shall be made at the Place of Payment by mailing at such
     location a check in the applicable currency to the Person entitled thereto
     at the address of such Person appearing on the Security register.

          (2) Payment of the principal of and interest on such Security may
     also, subject to applicable laws and regulations, be made at such other
     place or places as may be designated by the Issuer by any appropriate
     method.

     (c) Payment of the principal of and interest on any Unregistered Security
will be made at such place or places outside the United States as may be
designated by the Issuer by any appropriate method only in the currency in which
the Security is denominated (except as provided in paragraph ( e) below) on the
payment date against surrender of the Unregistered Security, in the case of
payment of principal, or the relevant Coupon, in the case of payment of
interest. Except as provided in


                                      -15-
<PAGE>


paragraph (e) below, payment with respect to Unregistered Securities and Coupons
will be made by check, subject to any limitations on the methods of effecting
such payment as shall be specified in the terms of the Security established as
provided in Section 2.3 and as shall be required under applicable laws and
regulations. Payment of the principal of and interest on Unregistered Securities
may also, subject to applicable laws and regulations, be made at such other
place or places as may be designated by the Issuer by any appropriate method.

     (d) Not later than the fourth Business Day after the record date for each
payment date, the Trustee will deliver to the Issuer a written notice
specifying, in the currency in which each series of the Securities are
denominated, the respective aggregate amounts of principal of and interest on
the Securities to be made on such payment date, specifying the amounts so
payable in respect of the Registered and the Unregistered Securities and in
respect of the Registered Securities as to which the Holders of Securities
denominated in ECU shall have elected to be paid in another currency as provided
in paragraph (b) above. If the Board of Directors has provided for the election
referred to in paragraph (b) above and if at least one Holder has made such
election, then not later than the eighth Business Day following each record date
the Company will deliver to the Trustee an Exchange Rate Officer's Certificate
in respect of the Dollar or Foreign Currency payments to be made on such payment
date. The Dollar or Foreign Currency amount receivable by Holders of Registered
Securities denominated in ECU who have elected payment in such currency as
provided in paragraph (b) above shall be determined by the Issuer on the basis
of the applicable Official ECU Exchange Rate set forth in the applicable
Exchange Rate Officer's Certificate.

     (e) If the Foreign Currency in which any of the Securities are denominated
ceases to be used both by the government of the country which issued such
currency and for the settlement of transactions by public institutions of or
within the international banking community, or if the ECU ceases to be used both
within the European Monetary System and for the settlement of transactions by
public institutions of or within the European Communities, then with respect to
each date for the payment of principal of, premium, if any, and interest on the
applicable Foreign Currency or ECU denominated Securities occurring after the
last date on which the Foreign Currency or ECU was so used (the "Conversion
Date"), the Dollar shall be the currency of payment for use on each such payment
date. The Dollar amount to be paid by the Issuer to the Trustee and by the
Trustee or any Paying Agent to the Holders of such Securities with respect to
such payment date shall be the Dollar Equivalent of the Foreign Currency or, in
the case of ECU, the Dollar Equivalent of the ECU as determined by the Trustee
as of the record date (the "Valuation Date") in the manner provided in
paragraphs (g) or (h) below.

     (f) If the Holder of a Registered Security denominated in ECU elects
payment in a specified Foreign Currency as provided for by paragraph (b) and
such Foreign Currency ceases to be used both by the government of the country
which issued such currency and for the settlement of transactions by public
institutions of or within the international banking community, such Holder shall
receive payment in ECU, and if ECU ceases to be used both within the European
Monetary System and for the settlement of transactions by public institutions of
or within the European Communities, such Holder shall receive payment in
Dollars.

     (g) The "Dollar Equivalent of the Foreign Currency" shall be determined by
the Trustee as of each Valuation Date and shall be obtained by converting the
specified Foreign Currency into Dollars at the Market Exchange Rate on the
Valuation Date.

     (h) The "Dollar Equivalent of the ECU" shall be determined by the Trustee
as of each Valuation Date and shall be the sum obtained by adding together the
results obtained by converting the Specified Amount of each Component Currency
into Dollars at the Market Exchange Rate on the Valuation Date for such
Component Currency.

     (i) For purposes of this Section 2.12 the following terms shall have the
following meanings:


                                      -16-
<PAGE>


     A "Component Currency" shall mean any currency which, on the Conversion
Date, was a component currency of the ECU.

     A "Specified Amount" of a Component Currency shall mean the number of units
or fractions thereof which such Component Currency represented in the ECU on the
Conversion Date. If after the Conversion Date the official unit of any Component
Currency is altered by way of combination or subdivision, the Specified Amount
of such Component Currency shall be divided or multiplied in the same
proportion. If after the Conversion Date two or more Component Currencies are
consolidated into a single currency, the respective Specified Amounts of such
Component Currencies shall be replaced by an amount in such single currency
equal to the sum of the respective Specified Amounts of such consolidated
Component Currencies expressed in such single currency, and such amount shall
thereafter be a Specified Amount and such single currency shall thereafter be a
Component Currency. If after the Conversion Date any Component Currency shall be
divided into two or more currencies, the Specified Amount of such Component
Currency shall be replaced by specified amounts of such two or more currencies,
the sum of which, at the Market Exchange Rate of such two or more currencies on
the date of such replacement, shall be equal to the Specified Amount of such
former Component Currency divided by the number of currencies into which such
Component Currency was divided, and such amounts shall thereafter be Specified
Amounts and such currencies shall thereafter be Component Currencies.

     "Market Exchange Rate" shall mean for any currency the noon Dollar buying
rate for that currency for cable transfers quoted in New York City on the
Valuation Date as certified for customs purposes by the Federal Reserve Bank of
New York. If such rates are not available for any reason with respect to one or
more currencies for which an Exchange Rate is required, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in New York City or in the country of
issue of the currency in question, or such other quotations as the Trustee shall
deem appropriate. Unless otherwise specified by the Trustee, if there is more
than one market for dealing in any currency by reason of foreign exchange
regulations or otherwise, the market to be used in respect of such currency
shall be that upon which a nonresident issuer of securities designated in such
currency would purchase such currency in order to make payments in respect of
such securities.

     All decisions and determinations of the Trustee regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the ECU and the
Market Exchange Rate shall be in its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and irrevocably binding upon
the Issuer and all Holders of the Securities. In the event that the Foreign
Currency ceases to be used both by the government of the country which issued
such currency and for the settlement of transactions by public institutions of
or within the international banking community, the Issuer, after learning
thereof, will immediately give notice thereof to the Trustee (and the Trustee
will promptly thereafter give notice in the manner provided in Section 11.4 to
the Holders) specifying the Conversion Date. In the event the ECU ceases to be
used both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities, the
Issuer, after learning thereof, will immediately give notice thereof to the
Trustee (and the Trustee will promptly thereafter give notice in the manner
provided in Section 11.4 to the Holders) specifying the Conversion Date and the
Specified Amount of each Component Currency on the Conversion Date. In the event
of any subsequent change in any Component Currency as set forth in the
definition of Specified Amount above, the Issuer, after learning thereof, will
similarly give notice to the Trustee. The Trustee shall be fully justified and
protected in relying on and acting upon the information so received by it from
the Issuer and shall not otherwise have any duty or obligation to determine such
information independently.

     SECTION 2.13 COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS.


                                      -17-
<PAGE>


     If any Unregistered Securities are to be issued in any series of
Securities, the Issuer, Trustee, or any Paying Agent will use reasonable efforts
to provide for arrangements and procedures designed pursuant to then applicable
laws and regulations, if any, to ensure that Unregistered Securities are sold or
resold, exchanged, transferred and paid only in compliance with such laws and
regulations and without adverse consequences to the Issuer.

     SECTION 2.14. SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY.

     (a) If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Issuer shall execute and the
Trustee shall, in accordance with Section 2.4 and the Issuer order delivered to
the Trustee thereunder, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the Outstanding Securities of such
series to be represented by such Global Security or Securities, (ii) shall be
registered in the name of the Depositary for such Global Security or Securities
or its nominee, (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for the individual Securities represented hereby, this Global
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

     (b) Notwithstanding any other provision of this Section 2.14 or of Section
2.8, unless the terms of a Global Security expressly permit such Global Security
to be exchanged in whole or in part for individual Securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 2.8, only to another nominee of the Depositary for such Global Security,
or to a successor Depositary for such Global Security selected or approved by
the Issuer or to a nominee of such successor Depositary.

     (c)(i) If at any time the Depositary for a Global Security notifies the
Issuer that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time the Depositary for the Securities for such series
shall no longer by eligible or in good standing under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation, the Issuer
shall appoint a successor Depositary with respect to such Global Security. If a
successor Depositary for such Global Security is not appointed by the Issuer
within 90 days after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer's election pursuant to Section 2.3(10) shall no longer
be effective with respect to such Global Security and the Issuer will execute,
and the Trustee, upon receipt of an Issuer order for the authentication and
delivery of individual Securities of such series in exchange for such Global
Security, will authenticate and deliver individual Securities of such series of
like tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of the Global Security in exchange for such Global
Security.

          (ii) The Issuer may at any time and in its sole discretion determine
     that the Securities of any series issued or issuable in the form of one or
     more Global Securities shall no longer be represented by such Global
     Security or Securities. In such event the Issuer will execute, and the
     Trustee, upon receipt of a Issuer order for the authentication and delivery
     of individual Securities of such series in exchange in whole or in part for
     such Global Security, will authenticate and deliver individual Securities
     of such series of like tenor and terms in definitive form in an aggregate
     principal amount equal to the principal amount of such Global Security or
     Securities representing such series in exchange for such Global Security or
     Securities.


                                      -18-
<PAGE>


          (iii) If specified by the Issuer pursuant to Section 2.3 with respect
     to Securities issued or issuable in the form of a Global Security, the
     Depositary for such Global Security may surrender such Global Security in
     exchange in whole or in part for individual Securities of such series of
     like tenor and terms in definitive form on such terms as are acceptable to
     the Issuer and such Depositary. Thereupon the Issuer shall execute, and the
     Trustee shall authenticate and deliver, without service charge, (1) to each
     Person specified by such Depositary a new Security or Securities of the
     same series of like tenor and terms and of any authorized denomination as
     requested by such Person in aggregate principal amount equal to and in
     exchange for such Person's beneficial interest in the Global Security; and
     (2) to such Depositary a new Global Security of like tenor and terms and in
     a denomination equal to the difference, if any, between the principal
     amount of the surrendered Global Security and the aggregate principal
     amount of Securities delivered to Holders thereof.

          (iv) if there shall have occurred and be continuing an Event of
     Default or an event which with the giving of notice or lapse of time or
     both, would constitute an Event of Default with respect to Securities
     represented by such Global Security or Securities, thereupon the Issuer
     shall execute, and the Trustee shall authenticate and deliver, without
     service charge, to each Person specified by the Depositary a new Security
     or Securities of the same series of like tenor and terms and of any
     authorized denomination as requested by such Person in aggregate principal
     amount equal to and in exchange for such Person's beneficial interest in
     the Global Security.

          (v) In any exchange provided for in any of the preceding four
     paragraphs, the Issuer will execute and the Trustee will authenticate and
     deliver individual Securities in definitive registered form in authorized
     denominations. Upon the exchange of a Global Security for individual
     Securities, such Global Security shall be canceled by the Trustee.
     Securities issued in exchange for a Global Security pursuant to this
     Section shall be registered in such names and in such authorized
     denominations as the Depositary for such Global Security, pursuant to
     instructions from its direct or indirect participants or otherwise, shall
     instruct the Trustee. The Trustee shall deliver such Securities to the
     persons in whose names such Securities are so registered.

     SECTION 2.15 APPOINTMENT OF AGENTS WITH RESPECT TO CERTAIN CALCULATIONS.
The Issuer may appoint an Agent or Agents with respect to one or more Series of
Securities which Agent or Agents shall be authorized to determine the rate or
rates of interest applicable to the Securities of any Series from time to time
in effect, the amount of principal or premium, if any, payable on the Securities
of any Series and the rates of exchange applicable to the Securities of any
Series denominated in a currency other than United States dollars from time to
time in effect, all in accordance with the terms of the Securities of such
Series. Wherever reference is made in this Indenture to any such calculation by
the Trustee, it shall be deemed to refer to the calculation by such agent or
agents. Such agent, upon calculating the amounts so to be calculated pursuant to
the terms of the Securities of any Series shall communicate promptly in writing
the amounts so calculated to the Issuer and the Trustee. Absent manifest error,
all amounts so calculated shall be binding on the Issuer, the Trustee and the
Holders of the Securities of such Series.

     Any such agent may resign at any time by giving written notice thereof to
the Issuer and to the Trustee. The Issuer may at any time terminate the agency
of any such agent by giving written notice thereof to such agent and to the
Trustee. Upon receiving such a notice of resignation or upon such a termination,
the Issuer may appoint a successor agent and shall give notice of such
appointment to all Holders of Securities in the manner provided in Section 11.4.

                                  ARTICLE THREE

                             COVENANTS OF THE ISSUER


                                      -19-
<PAGE>


     SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, premium, if any, and
interest on, each of the Securities of such series in accordance with the terms
of the Securities of such series, any Coupons appertaining thereto and this
Indenture.

     The interest on Unregistered Securities shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. The interest on any temporary
Unregistered Security shall be paid, as to any installment of interest evidenced
by a Coupon attached thereto, if any, only upon presentation and surrender of
such Coupon, and, as to the other installments of interest, if any, only upon
presentation of such Securities for notation thereon of the payment of such
interest.

     SECTION 3.2 OFFICES FOR PAYMENTS, ETC. So long as any of the Securities
remain outstanding, the Issuer will maintain the following for each series: an
office or agency (a) where the Securities may be presented for payment, (b)
where the Securities may be presented for registration of transfer and for
exchange as in this Indenture provided and (c) where notices and demands to or
upon the Issuer in respect of the Securities or of this Indenture may be served.
The Issuer will give to the Trustee written notice of the location of any such
office or agency and of any change of location thereof. In case the Issuer shall
fail to so designate or maintain any such office or agency or shall fail to give
such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the Corporate
Trust Office.

     SECTION 3.3 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE. The Issuer,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 6.11, a Trustee, so that there shall
at all times be a Trustee with respect to each series of Securities hereunder.

     SECTION 3.4 PAYING AGENTS. Whenever the Issuer shall appoint a Paying Agent
other than the Trustee with respect to the Securities of any series, it will
cause such Paying Agent to execute and deliver to the Trustee an instrument in
which such Agent shall agree with the Trustee, subject to the provisions of this
Section,

          (a) that it will hold all sums received by it as such Agent for the
     payment of the principal of or interest on the Securities of such series or
     Coupons (whether such sums have been paid to it by the Issuer or by any
     other obligor on the Securities of such series or Coupons) in trust for the
     benefit of the Holders of the Securities of such series or of the Trustee,
     and upon the occurrence of an Event of Default pay over all such sums
     received by it to the Trustee,

          (b) that it will give the Trustee notice of any failure by the Issuer
     (or by any other obligor on the Securities of such series) to make any
     payment of the principal of or interest on the Securities of such series or
     Coupons when the same shall be due and payable,

          (c) pay any such sums so held in trust by it to the Trustee upon the
     Trustee's written request at any time during the continuance of the failure
     referred to in clause (b) above, and

          (d) that it will give the Trustee notice of any change of address of
     any Holder of which it is aware.

     The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series or Coupons, deposit with the Paying
Agent a sum sufficient to pay such principal or interest so becoming due, and
(unless such Paying Agent is the Trustee) the Issuer will promptly notify the
Trustee of any failure to take such action.


                                      -20-
<PAGE>


     If the Issuer shall act as its own Paying Agent with respect to the
Securities of any series or Coupons, it will, on or before each due date of the
principal of or interest on the Securities of such series or Coupons, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities of
such series or Holders of such Coupons a sum sufficient to pay such principal or
interest so becoming due. The Issuer will promptly notify the Trustee of any
failure to take such action.

     Anything in this Section to the contrary notwithstanding, the Issuer may at
any time, for the purpose of obtaining a satisfaction and discharge with respect
to one or more or all series of Securities or Coupons hereunder, or for any
other reason, pay or cause to be paid to the Trustee all sums held in trust for
any such series by the Issuer or any Paying Agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.3 and 10.4.

     SECTION 3.5 WRITTEN STATEMENT TO TRUSTEE. The Issuer will deliver to the
Trustee on or before January 1 in each year (beginning with 1995) brief
certificates (which need not comply with Section 11.5) from the principal
executive, financial or accounting officer of the Issuer as to his or her
knowledge of the Issuer's compliance with all conditions and covenants under the
Indenture (such compliance to be determined without regard to any period of
grace or requirement of notice provided under the Indenture).

     SECTION 3.6 LIMITATION ON LIENS. (a) So long as any of the Securities
remain Outstanding and unpaid, the Issuer will not create, assume or suffer to
exist and will not cause, suffer to exist or permit any Restricted Subsidiary to
create, assume or suffer to exist, any mortgage, pledge, security interest or
other lien or encumbrance (herein referred to as a "Mortgage") of or upon any of
its or their properties or assets, real or personal, whether owned at the date
of this Indenture or thereafter acquired, or of or upon any income or profits
therefrom, without making effective provision, and the Issuer covenants that in
any such case it will make or cause to be made effective provision, whereby the
Securities then Outstanding shall be secured by such mortgage, pledge, lien or
encumbrance equally and ratably with any and all other obligations and
indebtedness thereby secured so long as such indebtedness is so secured;
provided, that the foregoing covenant shall not apply to any mortgage of the
following character (each, a "Permitted Lien"):

          (i) Mortgages on property existing at the time of acquisition of such
     property (provided such mortgages are limited to such property and
     improvements thereon) or to secure the payment of all or any part of the
     purchase price thereof or to secure any indebtedness incurred at the time
     of, or within 180 days after, the acquisition of such property for the
     purpose of financing all or any part of the purchase price thereof;

          (ii) Mortgages on property of any Person, which Mortgages are existing
     at the time (A) such person became a Restricted Subsidiary, (B) such person
     is merged into or consolidated with the Issuer or any Subsidiary or (C)
     another Subsidiary merges into or consolidates with such person (in a
     transaction in which such person becomes a Restricted Subsidiary), which
     Mortgage was not incurred in anticipation of such transaction and was
     outstanding prior to such transaction;

          (iii) Mortgages existing on the date of this Indenture;

          (iv) Mortgages which secure debt owing to the Issuer or a Restricted
     Subsidiary by a Restricted Subsidiary;


                                      -21-
<PAGE>


          (v) Mortgages on any property created, assumed or otherwise brought
     into existence in contemplation of the sale or other disposition of such
     property, whether directly or indirectly by way of share disposition or
     otherwise; provided that after 120 days from the creation of such mortgage
     such property shall not be owned by the Issuer or any Restricted Subsidiary
     and any indebtedness secured by such mortgage shall be without recourse to
     the Issuer or any Restricted Subsidiary;

          (vi) Mortgages arising by reason of any judgment, decree or order of
     any court, so long as any appropriate legal proceedings which may have been
     duly initiated for the review of such judgment, decree or order shall not
     have been finally terminated or so long as the period within which such
     proceedings may be initiated shall not have expired; or pledges or deposits
     to secure payment of workmen's compensation or other insurance, good faith
     deposits in connection with tenders, contracts (other than contracts for
     the payment of money) or leases, deposits to secure public or statutory
     obligations, deposits to secure or in lieu of surety or appeal bonds, or
     deposits as security for the payment of taxes;

          (vii) Mortgages in favor of any governmental body to secure progress,
     advance or other payments pursuant to any contract or provision of any
     statute; and

          (viii) extensions, renewals or replacements, in whole or in part, of
     any Mortgage referred to in the foregoing clauses (i) to (vii), inclusive,
     provided that the principal amount of indebtedness secured thereby shall
     not exceed the principal amount of indebtedness so secured at the time of
     such extension, renewal or replacement, and that such extension, renewal or
     replacement shall be limited to all or any part of the same property that
     secured the Mortgage extended, renewed or replaced (plus improvements on
     such property).

     (b) Notwithstanding the provisions contained in subdivision (a) of this
Section 3.6, the Issuer and its Restricted Subsidiaries, or any of them, may
create Mortgages without equally and ratably securing the Securities or create,
incur, assume or permit to exist Indebtedness of Restricted Subsidiaries
otherwise prohibited, if, after giving effect thereto and to the retirement of
any indebtedness or obligations which are concurrently being retired, the
aggregate amount of all outstanding indebtedness of the Issuer and its
Restricted Subsidiaries secured by Mortgages which could not exist without
equally and ratably securing the Securities except for the provisions of this
subdivision (b) plus the aggregate amount of Attributable Debt in respect of
Sale and Lease-Back Transactions (as defined in Section 3.7) existing at such
time which could not have been entered into by the Issuer or a Restricted
Subsidiary except for the provisions of clause (a) of Section 3.7 plus the
aggregate amount of Indebtedness of Restricted Subsidiaries otherwise prohibited
does not at such time exceed 10% of the Consolidated Net Tangible Assets of the
Issuer and its Restricted Subsidiaries.

     In the event that the Issuer shall hereafter secure the Securities pursuant
to the provisions of this Section 3.6, the Trustee is hereby authorized to enter
into an indenture supplemental hereto and to take such action, if any, as it may
deem advisable to enable it to enforce effectively the rights of the holders of
the Securities so secured.

     SECTION 3.7 LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. The Issuer will
not enter into any arrangements with any person, nor will the Issuer permit any
Restricted Subsidiary to enter into any arrangements with any person other than
the Issuer, providing for the leasing by the Issuer or any Restricted Subsidiary
of all or any substantial portion of any Principal Property (except for leases
for temporary periods not to exceed three years by the end of which it is
intended that the use of the leased property by the lessee will be
discontinued), which property has been or is to be sold or transferred by the
Issuer or such Restricted Subsidiary to such person with the intention of taking
back a lease of such Principal Property (herein referred to as a "Sale and
Lease-Back Transaction")


                                      -22-
<PAGE>


unless the net proceeds of the sale or transfer of the property to be leased are
at least equal to the fair value (as determined by the Board of Directors) of
such Principal Property and either

          (a) the Issuer or such Restricted Subsidiary would, at the time
     entering into such arrangement, be entitled, without equally and ratably
     securing the Securities, to create or assume a mortgage on such property
     securing indebtedness in an amount at least equal to the Attributable Debt
     in respect of such Sale and Lease-Back Transaction, pursuant to subdivision
     (b) of Section 3.6, or

          (b) the Issuer, within 120 days after the transfer of title to such
     Principal Property, shall apply an amount equal to the net proceeds derived
     from such sale or transfer to the retirement, repayment or other discharge
     of Securities in accordance with the terms thereof or other indebtedness
     for borrowed money of the Issuer which ranks pari passu with the Securities
     and which by its terms matures at, or is extendible or renewable at the
     option of the obligor to, a date more than 12 months after the date of the
     creation of such indebtedness.

     A Sale and Lease-Back Transaction shall not be deemed to result in the
creation of a mortgage.

     SECTION 3.8 ADDITIONAL AMOUNTS. If the Securities of a Series provide for
the payment of additional amounts, the Issuer will pay to the Holder of any
Security of such Series or any Coupon appertaining thereto additional amounts as
provided therein. Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of or interest on, or in respect of, any Security
of any Series or payment of any related Coupon or the net proceeds received on
the sale or exchange of any Security of any Series, such mention shall be deemed
to include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

               If the Securities of a Series provide for the payment of
additional amounts, at least 10 days prior to the first interest payment dated
with respect to that Series of Securities (or if the Securities of that Series
will not bear interest prior to maturity, the first day on which a payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officer's Certificate, the Issuer will furnish
the Trustee and the Issuer's principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officer's Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of or interest
on the Securities of that Series shall be made to Holders of Securities of that
Series or any related Coupons who are United States Aliens without withholding
for or on account of any tax, assessment or other governmental charge described
in the Securities of that Series. If any such withholding shall be required,
then such Officers' Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities of
Coupons and the Issuer will pay to the Trustee or such Paying Agent the
additional amounts required by this Section. The Issuer covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising our of or in connection with actions taken or omitted by
any of them in reliance on any Officers' Certificate furnished pursuant to this
Section.


     SECTION 3.9 LIMITATIONS ON RESTRICTED SUBSIDIARY INDEBTEDNESS.


                                      -23-
<PAGE>


     The Issuer will not permit any Restricted Subsidiary to incur or assume any
indebtedness except:

          (1) Indebtedness outstanding on the date of this Indenture;

          (2) Indebtedness that is or could be secured by a Mortgage permitted
     pursuant to Section 3.6;

          (3) Indebtedness issued to and held by the Issuer or another
     Restricted Subsidiary;

          (4) Indebtedness incurred by a Person prior to the time (A) such
     Person became a Restricted Subsidiary, (B) such Person is merged into or
     consolidated with the Company or any Subsidiary or (C) another Subsidiary
     merges into or consolidates with such Person (in a transaction in which
     such Person becomes a Restricted Subsidiary), which Indebtedness was not
     incurred in anticipation of such transaction and was outstanding prior to
     such transaction;

          (5) indebtedness incurred in the ordinary course of business and
     maturing within one year; and

          (6) extensions, renewals or replacements of any of the foregoing;

Provided, however, that the Issuer may permit a Restricted Subsidiary to incur
Indebtedness otherwise prohibited by this Section 3.9 if such Indebtedness may
be incurred pursuant to subdivision (b) of Section 3.6.

     SECTION 3.10. CORPORATE EXISTENCE.

     Subject to Articles Nine and Thirteen hereof, the Issuer shall do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence and the corporate, partnership or other existence of
each Restricted Subsidiary in accordance with the respective organizational
documents of each Restricted Subsidiary and the rights (charter and statutory),
licenses and franchises of the Issuer and its Restricted Subsidiaries, provided
that the Issuer shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any Restricted
Subsidiary, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Issuer and
its Restricted Subsidiaries taken as a whole and that the loss thereof is not
adverse in any material respect to the Holders.

     SECTION 3.11. WAIVER OF CERTAIN COVENANTS.

     Except as otherwise specified as contemplated by Section 2.3 for Securities
of such series, the Issuer may, with respect to the Securities of any series,
omit in any particular instance to comply with any term, provision or condition
set forth in any covenant provided pursuant to Section 2.3(12), 8.1(c) or 8.1(e)
for the benefit of the Holders of such series or in Section 3.6, 3.7, 3.9 or
3.10 if before the time for such compliance the Holders of at least a majority
in aggregate principal amount of the Outstanding Securities of such series
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Issuer and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                  ARTICLE FOUR

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE


                                      -24-
<PAGE>


                             ISSUER AND THE TRUSTEE

     SECTION 4.1 SECURITYHOLDERS LISTS. If and so long as the Trustee shall not
be the Security registrar for the Registered Securities of any series, the
Issuer will furnish or cause to be furnished to the Trustee a list in such form
as the Trustee may reasonably require of the names and addresses of the holders
of the Registered Securities of such series pursuant to Section 312 of the Trust
Indenture Act (a) semi-annually not more than 15 days after each record date for
the payment of interest on such Registered Securities, as hereinabove specified,
as of such record date and on dates to be determined pursuant to Section 2.3 for
non-interest bearing securities in each year, and (b) at such other times as the
Trustee may request in writing, within thirty days after receipt by the Issuer
of any such request as of a date not more than 15 days prior to the time such
information is furnished.

     SECTION 4.2 REPORTS BY THE ISSUER. The Issuer covenants to file with the
Trustee, within 15 days after the issuer is required to file the same with the
Commission, copies of the annual reports and of the information, documents, and
other reports which the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

     SECTION 4.3 REPORTS BY THE TRUSTEE. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act shall be transmitted on or before July
15 in each year following the date hereof, so long as any Securities are
outstanding hereunder, and shall be dated as of a date convenient to the Trustee
no more than 60 nor less than 45 days prior thereto.

                                  ARTICLE FIVE

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     Section 5.1 EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF
DEFAULT. "Event of Default" with respect to Securities of any series wherever
used herein means each one of the following events which shall have occurred and
be continuing (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

          (a) default in the payment of any installment of interest upon any of
     the Securities of such series as and when the same shall become due and
     payable, and continuance of such default for a period of 30 days; or

          (b) default in the payment of all or any part of the principal on any
     of the Securities of such series as and when the same shall become due and
     payable either at maturity, upon redemption, by declaration or otherwise;
     or

          (c) default in the payment of any sinking fund installment as and when
     the same shall become due and payable by the terms of the Securities of
     such series; or

          (d) default in the performance of any covenant or warranty of the
     Issuer in respect of the Securities of such series (other than a covenant
     or warranty in respect of the Securities of such series a default in whose
     performance or whose breach is elsewhere in this Section specifically dealt
     with), and continuance of such default or breach for a period of 90 days
     after there has been given, by registered or certified mail, to the Issuer
     by the Trustee or to the Issuer and the Trustee by the Holders of at least
     25% in principal amount of the Outstanding Securities of such series
     affected thereby, a written notice specifying such default or breach


                                      -25-
<PAGE>


     and requiring it to be remedied and stating that such notice is a "Notice
     of Default" hereunder; or

          (e) a court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of the Issuer in an involuntary case under
     any applicable bankruptcy, insolvency or other similar law now or hereafter
     in effect, or appointing a receiver, liquidator, assignee, custodian,
     trustee or sequestrator (or similar official) of the Issuer or for any
     substantial part of its property or ordering the winding up or liquidation
     of its affairs, and such decree or order shall remain unstayed and in
     effect for a period of 60 consecutive days; or

          (f) the Issuer shall commence a voluntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, or
     consent to the entry of an order for relief in an involuntary case under
     any such law, or consent to the appointment of or taking possession by a
     receiver, liquidator, assignee, custodian, trustee or sequestrator (or
     similar official) of the Issuer or for any substantial part of its
     property, or make any general assignment for the benefit of creditors; or

          (g)(i) default under any Indebtedness of the Issuer or any Subsidiary
     or under any mortgage, indenture or instrument under which there may be
     issued or by which there may be secured or evidenced any Indebtedness of
     the Issuer or any Subsidiary resulting in the acceleration of such
     Indebtedness, or (ii) any default in payment of such Indebtedness (after
     expiration of any applicable grace periods), if the aggregate amount of all
     such Indebtedness that has been so accelerated and with respect to which
     there has been a default in payment shall exceed the greater of $20,000,000
     or 3% of Consolidated Net Tangible Assets and there shall have been a
     failure to obtain rescission or annulment of all such accelerations or to
     discharge all such defaulted Indebtedness within 10 days after written
     notice of the type specified in the foregoing clause (d); or

          (h) any other Event of Default provided in the supplemental indenture
     or resolution of the Board of Directors under which such series of
     Securities is issued or in the form of Security for such series.

If an Event of Default occurs and is continuing, then, and in each and every
such case, unless the principal of all of the Securities of such series shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Securities of such series
then Outstanding hereunder (each such series treated as a separate class), by
notice in writing to the Issuer (and to the Trustee if given by the
Securityholders), may declare the entire principal of all Securities of such
series and the interest accrued thereon to be due and payable immediately, and
upon any such declaration the same shall become immediately due and payable.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal of the Securities of any series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of such series and the
principal of any and all Securities of such series which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of Securities, as
the case may be) to the date of such payment or deposit) and such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith, and
if any and all Events of Default under the Indenture, other than the non-
payment of the principal of Securities which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein---then and in every such case the Holders of a majority in


                                      -26-
<PAGE>


aggregate principal amount of all the Securities of such series, each series
treated as a separate class, then outstanding, by written notice to the Issuer
and to the Trustee, may waive all defaults with respect to such series and
rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

     SECTION 5.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE DEBT.
The Issuer covenants that (a) in case default shall be made in the payment of
any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise---then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series and the Holders
of any Coupons appertaining thereto the whole amount that then shall have become
due and payable on all Securities of such series or such Coupons for principal
of or interest, as the case may be (with interest to the date of such payment
upon the overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest specified in the Securities of such series);
and in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the
Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of its negligence or
bad faith.

     Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any series to the Registered Holders,
whether or not the principal of and interest on the Securities of such series
are overdue.

     In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Issuer or other obligor upon such Securities, wherever situated, the moneys
adjudged or decreed to be payable.

     In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under Title 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to the creditors or property of
the Issuer or such other obligor, the Trustee, irrespective of whether the
principal of any Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

          (a) to file and prove a claim or claims for the whole amount of
     principal and interest owing and unpaid in respect of the Securities of any
     series, and to file such other papers or documents as may be necessary or
     advisable in order to have the claims of the Trustee (including any claim
     for reasonable compensation to the Trustee and each


                                      -27-
<PAGE>


     predecessor Trustee, and their respective agents, attorneys and counsel,
     and for reimbursement of all expenses and liabilities incurred, and all
     advances made, by the Trustee and each predecessor Trustee, except as a
     result of negligence or bad faith) and of the Securityholders and the
     Holders of any Coupons appertaining thereto allowed in any judicial
     proceedings relative to the Issuer or other obligor upon the Securities of
     any series, or to the creditors or property of the Issuer or such other
     obligor,

          (b) unless prohibited by applicable law and regulations, to vote on
     behalf of the holders of the Securities of any series in any election of a
     trustee or a standby trustee in arrangement, reorganization, liquidation or
     other bankruptcy or insolvency proceedings or person performing similar
     functions in comparable proceedings, and

          (c) to collect and receive any moneys or other property payable or
     deliverable on any such claims, and to distribute all amounts received with
     respect to the claims of the Securityholders and of the Trustee on their
     behalf; and any trustee, receiver, or liquidator, custodian or other
     similar official is hereby authorized by each of the Holders to make
     payments to the Trustee, and, in the event that the Trustee shall consent
     to the making of payments directly to the Securityholders, to pay to the
     Trustee such amounts as shall be sufficient to cover reasonable
     compensation to the Trustee, each predecessor Trustee and their respective
     agents, attorneys and counsel, and all other expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith and all other amounts
     due to the Trustee or any predecessor Trustee pursuant to Section 6.6.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities may be enforced by the Trustee without the possession of
any of the Securities or the production thereof at any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment, subject to the payment of the expenses, disbursements
and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Securities and Holders of any Coupons in respect of which such action was taken.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities and Coupons appertaining thereto in respect to which
such action was taken, and it shall not be necessary to make any Holders of such
Securities and Coupons appertaining thereto parties to any such proceedings.

     SECTION 5.3 APPLICATION OF PROCEEDS. Any moneys collected by the Trustee
pursuant to this Article in respect of the Securities of any series shall be
applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal or interest,
upon presentation of the several Securities and any Coupons appertaining thereto
in respect of which moneys have been collected and stamping (or otherwise
noting) thereon the payment, or issuing Securities of such series in reduced
principal amounts in exchange for the presented Securities of like series if
only partially paid, or upon surrender thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such series
     in respect of which moneys have been collected, including reasonable
     compensation to the Trustee and


                                      -28-
<PAGE>


     each predecessor Trustee and their respective agents and attorneys and of
     all expenses and liabilities incurred, and all advances made, by the
     Trustee and each predecessor Trustee except as a result of negligence or
     bad faith, and all other amounts due to the Trustee or any predecessor
     Trustee pursuant to Section 6.6;

          SECOND: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall not have become and be
     then due and payable, to the payment of interest on the Securities of such
     series in default in the order of the maturity of the installments of such
     interest, with interest (to the extent that such interest has been
     collected by the Trustee) upon the overdue installments of interest at the
     same rate as the rate of interest specified in such Securities, such
     payments to be made ratably to the persons entitled thereto, without
     discrimination or preference;

          THIRD: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall have become and shall be
     then due and payable, to the payment of the whole amount then owing and
     unpaid upon all the Securities of such series for principal and interest,
     with interest upon the overdue principal, and (to the extent that payment
     of such interest is permissible by law and that such interest has been
     collected by the Trustee) upon overdue installments of interest at the same
     rate as the rate of interest specified in the Securities of such series;
     and in case such moneys shall be insufficient to pay in full the whole
     amount so due and unpaid upon the Securities of such series, then to the
     payment of such principal and interest without preference or priority of
     principal over interest or of interest over principal, or of any
     installment of interest over any other installment of interest, or of any
     Security of such series over any other Security of such series, ratably to
     the aggregate of such principal and accrued and unpaid interest; and

          FOURTH: To the payment of the remainder, if any, to the Issuer or any
     other person lawfully entitled thereto.

     SECTION 5.4 SUITS FOR ENFORCEMENT. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     SECTION 5.5 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such case
the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

     SECTION 5.6 LIMITATIONS ON SUITS BY SECURITYHOLDERS. No Holder of any
Security of any series or Holder of any Coupon shall have any right by virtue or
by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of
the Securities of such series then Outstanding shall have made written request
upon the Trustee to institute such action or proceedings in its own name as
trustee hereunder and shall have offered to the Trustee such reasonable
indemnity, as it may require against the costs, expenses and


                                      -29-
<PAGE>


liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee pursuant to Section 5.9; it
being understood and intended, and being expressly covenanted by the taker and
Holder of every Security or Holder of any Coupon appertaining thereto and the
Trustee, that no one or more Holders of Securities of any series or one or more
Holders of any Coupons appertaining thereto shall have any right in any manner
whatever, by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other such Holder of Securities or any
other Holders of such Coupons, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable series and all the
Holders of any Coupons appertaining thereto. For the protection and enforcement
of the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

     SECTION 5.7 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN
SUITS. Notwithstanding any other provision in this Indenture and any provision
of any Security or Coupon, the right of any Holder of any Security and the right
of the Holder of any Coupon appertaining thereto to receive payment of the
principal of and interest on such Security on or after the respective due dates
expressed in such Security, or to institute suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

     SECTION 5.8 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF
DEFAULT. Except as provided in Section 5.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Securityholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 5.6, every power and remedy given by this Indenture or by law to the
Trustee, to the Securityholders or to the Holder of any Coupon appertaining
thereto may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee, the Securityholders or Holders of any Coupon.

     SECTION 5.9 CONTROL BY SECURITYHOLDERS. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with each
series treated as a separate class) or of the Holders of any Coupons
appertaining thereto at the time Outstanding shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series by this Indenture; provided that such
direction shall not be otherwise than in accordance with law and the provisions
of this Indenture and provided further that (subject to the provisions of
Section 6.1) the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel, shall determine that the
action or proceeding so directed may not lawfully be taken or if the Trustee in
good faith by its board of directors, the executive committee, or a trust
committee of directors or Responsible Officers of the Trustee shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions or
forbearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all series or of
the Holders of any Coupons appertaining thereto so affected not joining in the
giving of said direction, it being understood that


                                      -30-
<PAGE>


(subject to Section 6.1) the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unduly prejudicial to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     SECTION 5.10 WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the maturity of the Securities of any series as provided in
Section 5.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding (each such series voting as a
separate class) may on behalf of the Holders of all the Securities of such
series waive any past default or Event of Default described in Section 5.1 which
relates to Securities of such series then Outstanding, except a default in the
payment of principal or of interest on the Securities of such series or in
respect of a covenant or provision hereof which cannot be modified or amended
with the consent of each Holder affected as provided in Section 8.2. In the case
of any such waiver, the Issuer, the Trustee and the Holders of the Securities of
each series affected shall be restored to their former positions and rights
hereunder, respectively.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

     SECTION 5.11 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN CERTAIN
CIRCUMSTANCES. The Trustee shall transmit to the Securityholders of any series,
as the names and addresses of such Holders appear on the registry books, notice
by mail of all defaults which have occurred with respect to such series, such
notice to be transmitted within 90 days after the occurrence thereof, unless
such defaults shall have been cured before the giving of such notice (the term
"default" or "defaults" for the purposes of this Section being hereby defined to
mean any event or condition which is, or with notice or lapse of time or both
would become, an Event of Default); provided that, except in the case of default
in the payment of the principal of or interest on any of the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a trust committee of
directors or trustees or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such, series.

     SECTION 5.12 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY COSTS.
All parties to this Indenture agree, and each Holder of any Security and each
Holder of any Coupon, by his acceptance thereof, shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d) of Section 5.1 (if the suit
relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in the
case of any suit relating to or arising under clause (d) (if the suit under
clause (d) relates to all the Securities then Outstanding), (e), (f) or (g) of
Section 5.1, 10% in aggregate principal amount of all Securities Outstanding, or
to any suit instituted by any Securityholder for the enforcement of the payment
of the principal of or interest on any Security on or after the due date
expressed in such Security.


                                      -31-
<PAGE>


                                   ARTICLE SIX

                             CONCERNING THE TRUSTEE

     SECTION 6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT;
PRIOR TO DEFAULT. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that

          (a) prior to the occurrence of an Event of Default with respect to the
     Securities of any series and after the curing or waiving of all such Events
     of Default with respect to such series which may have occurred:

               (i) the duties and obligations of the Trustee with respect to the
          Securities of any Series shall be determined solely by the express
          provisions of this Indenture, and the Trustee shall not be liable
          except for the performance of such duties and obligations as are
          specifically set forth in this Indenture, and no implied covenants or
          obligations shall be read into this Indenture against the Trustee; and

               (ii) in the absence of bad faith on the part of the Trustee, the
          Trustee may conclusively rely, as to the truth of the statements and
          the correctness of the opinions expressed therein, upon any
          statements, certificates or opinions furnished to the Trustee and
          conforming to the requirements of this Indenture; but in the case of
          any such statements, certificates or opinions which by any provision
          hereof are specifically required to be furnished to the Trustee, the
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Indenture;

          (b) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer or Responsible Officers of the Trustee,
     unless it shall be proved that the Trustee was negligent in ascertaining
     the pertinent facts; and

          (c) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders pursuant to Section 5.9 relating to the time, method and
     place of conducting any proceeding for any remedy available to the Trustee,
     or exercising any trust or power conferred upon the Trustee, under this
     Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

     The provisions of this Section 6.1 are in furtherance of and subject to
Sections 315 and 316 of the Trust Indenture Act.


                                      -32-
<PAGE>


     SECTION 6.2 CERTAIN RIGHTS OF THE TRUSTEE. In furtherance of and subject to
the Trust Indenture Act, and subject to Section 6.1:

          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, Officers' Certificate or any
     other certificate, statement, instrument, opinion, report, notice, request,
     consent, order, bond, debenture, note, coupon, security or other paper or
     document believed by it to be genuine and to have been signed or presented
     by the proper party or parties;

          (b) any request, direction, order or demand of the Issuer mentioned
     herein shall be sufficiently evidenced by an Officers' Certificate (unless
     other evidence in respect thereof be herein specifically prescribed); and
     any resolution of the Board of Directors may be evidenced to the Trustee by
     a copy thereof certified by the secretary or an assistant secretary of the
     Issuer;

          (c) the Trustee may consult with counsel and any advice or Opinion of
     Counsel shall be full and complete authorization and protection in respect
     of any action taken, suffered or omitted to be taken by it hereunder in
     good faith and in accordance with such advice or Opinion of Counsel;

          (d) the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Indenture at the request, order or
     direction of any of the Securityholders pursuant to the provisions of this
     Indenture, unless such Securityholders shall have offered to the Trustee
     reasonable security or indemnity against the costs, expenses and
     liabilities which might be incurred therein or thereby;

          (e) the Trustee shall not be liable for any action taken or omitted by
     it in good faith and believed by it to be authorized or within the
     discretion, rights or powers conferred upon it by this Indenture;

          (f) prior to the occurrence of an Event of Default hereunder and after
     the curing or waiving of all Events of Default, the Trustee shall not be
     bound to make any investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, consent, order, approval, appraisal, bond, debenture, note,
     coupon, security, or other paper or document unless requested in writing to
     do so by the Holders of not less than a majority in aggregate principal
     amount of the Securities of all series affected then Outstanding; provided
     that, if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Indenture,
     the Trustee may require reasonable indemnity against such expenses or
     liabilities as a condition to proceeding; the reasonable expenses of every
     such investigation shall be paid by the Issuer or, if paid by the Trustee
     or any predecessor Trustee, shall be repaid by the Issuer upon demand; and

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys not regularly in its employ and the Trustee shall not be
     responsible for any misconduct or negligence on the part of any such agent
     or attorney appointed with due care by it hereunder.

     SECTION 6.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF SECURITIES
OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein and in the
Securities, except the Trustee's certificate of authentication, shall be taken
as the statements of the Issuer, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the


                                      -33-
<PAGE>


validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

     SECTION 6.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC. The
Trustee, any Paying Agent, Security Registrar, or any agent of the Issuer or the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons with the same rights it would have if it were
not the Trustee or such agent and, if operative, may otherwise deal with the
Issuer and receive, collect, hold and retain collections from the Issuer with
the same rights it would have if it were not the Trustee or such agent.

     SECTION 6.5 MONEYS HELD BY TRUSTEE. Subject to the provisions of Section
10.4 hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder.

     SECTION 6.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
CLAIM. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to,' reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder
and its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim of liability in the premises. The obligations
of the Issuer under this Section to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities or the Holders of particular Coupons, and the
Securities are hereby subordinated to such senior claim. When the Trustee incurs
expenses, after the occurrence of an Event of Default specified in Section
5.1(e) or (f), the expenses are intended to constitute expenses of
administration under applicable bankruptcy laws.

     SECTION 6.7 RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC. Subject
to Sections 6.1 and 6.2, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it or under
the provisions of this Indenture upon the faith thereof.

     SECTION 6.8 DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate


                                      -34-
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such interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.

     SECTION 6.9 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. The Trustee for
each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and which is eligible in accordance with the provisions
of Section 310(a) of the Trust Indenture Act. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of a federal, state or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.10.

     SECTION 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE. (a)
The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all series of Securities by giving written
notice of resignation to the Issuer and by mailing notice thereof by first class
mail to Holders of the applicable series of Securities at their last addresses
as then shall appear on the Security register. Upon receiving such notice of
resignation, the Issuer shall promptly appoint a successor trustee or trustees
with respect to the applicable series by written instrument in duplicate,
executed by authority of the Board of Directors of the Issuer, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

     (b) In case at any time any of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
     310 (b) of the Trust Indenture Act with respect to any series of Securities
     after written request therefor by the Issuer or by any Securityholder who
     has been a bona fide Holder of a Security or Securities of such series for
     at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 310 (a) of the Trust Indenture Act and shall fail to
     resign after written request therefor by the Issuer or by any
     Securityholder; or

          (iii) the Trustee shall become incapable of acting with respect to any
     series of the Securities, or shall be adjudged a bankrupt or insolvent, or
     a receiver or liquidator of the Trustee or of its property shall be
     appointed, or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation;

then in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has
been a


                                      -35-
<PAGE>


bona fide Holder of a Security or Securities of such series for at least six
months may on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

     (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

     (d) Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor trustee with respect to such series pursuant
to any of the provisions of this Section 6.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 6.11.

     SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any successor
trustee appointed as provided in Section 6.10 shall execute and deliver to the
Issuer and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
with respect to all or any applicable series shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, duties and obligations with respect to such
series of its predecessor hereunder, with like effect as if originally named as
trustee for such series hereunder; but, nevertheless, on the written request of
the Issuer or of the successor trustee, upon payment of its charges then unpaid,
the trustee ceasing to act shall, subject to Section 10.4, pay over to the
successor trustee all moneys at the time held by it hereunder and shall execute
and deliver an instrument transferring to such successor trustee all such
rights, powers, duties and obligations. Upon request of any such successor
trustee, the Issuer shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 6.6.

     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.

     Upon acceptance of appointment by any successor trustee as provided in this
Section 6.11, the Issuer shall mail notice thereof by first-class mail to the
Holders of Securities of any series for which such successor trustee is acting
as trustee at their last addresses as they shall appear in the Security
register. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 6.10. If the Issuer fails to mail
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Issuer.


                                      -36-
<PAGE>


     SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF
TRUSTEE. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 6.9, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
Trustee hereunder or in the name of the successor Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the
Securities of such series or in this Indenture provided that the certificate of
the Trustee shall have; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any
series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.

                                  ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

     SECTION 7.1 EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee, the
Issuer, if made in the manner provided in this Article.

     (b) The ownership of Registered Securities shall be proved by the Security
register.

     (c) The amount of Unregistered Securities held by any Person executing any
instrument or writing as a Securityholder, the numbers of such Unregistered
Securities, and the date of his holding the same may be proved by the production
of such Securities or by a certificate executed by any trust company, bank,
broker or member of a national securities exchange (wherever situated), as
depositary, if such certificate is in form satisfactory to the Trustee, showing
that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Unregistered Securities therein described;
or such facts may be proved by the certificate or affidavit of the Person
executing such instrument or writing as a Securityholder, if such certificate or
affidavit is in form satisfactory to the Trustee. The Trustee and the Issuer may
assume that such ownership of any Unregistered Security continues until (i)
another certificate or affidavit bearing a later date issued in respect of the
same Unregistered Security is produced, or (ii) such Unregistered Security is
produced by some other person, or (iii) such Unregistered Security is
surrendered in exchange for a Registered Security, or (iv) such Unregistered
Security has been canceled in accordance with Section 2.10.

     SECTION 7.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES.
Subject to Sections 6.1 and 6.2, the execution of any instrument by a
Securityholder or his agent or proxy may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the


                                      -37-
<PAGE>


Trustee or in such manner as shall be satisfactory to the Trustee. The holding
of Securities shall be proved by the Security register or by a certificate of
the registrar thereof. The Issuer may set a record date for purposes of
determining the identity of holders of Securities of any series entitled to vote
or consent to any action referred to in Section 7.1, which record date may be
set at any time or from time to time by notice to the Trustee, for any date or
dates ( in the case of any adjournment or reconsideration) not more than 60 days
nor less than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, only holders of
Securities of such series of record on such record date shall be entitled to so
vote or give such consent or revoke such vote or consent.

     SECTION 7.3 HOLDERS TO BE TREATED AS OWNERS. The Issuer, the Trustee and
any Agent of the Issuer or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security register for such series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and
interest on such Security and for all other purposes; and neither the Issuer nor
the Trustee nor any Agent of the Issuer or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such person, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Security.

     SECTION 7.4 SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, or are to be selected for any redemption
or optional repayment, Securities which are owned by the Issuer or any other
obligor on the Securities with respect to which such determination is being made
or by any person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer or any other obligor on the
Securities with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver only
Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 6.1 and 6.2, the Trustee shall
be entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

     SECTION 7.5 RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the


                                      -38-
<PAGE>


percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities affected by such action.

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

     SECTION 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. The
Issuer, when authorized by a resolution of its Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

          (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Securities of one or more series any property or assets;

          (b) to evidence the succession of another corporation to the Issuer,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Issuer pursuant to
     Article Nine;

          (c) to add to the covenants of the Issuer such further covenants,
     restrictions, conditions or provisions as their respective Boards of
     Directors and the Trustee shall consider to be for the protection of the
     Holders of Securities, and to make the occurrence, or the occurrence and
     continuance, of a default in any such additional covenants, restrictions,
     conditions or provisions an Event of Default permitting the enforcement of
     all or any of the several remedies provided in this Indenture as herein set
     forth; provided, that in respect of any such additional covenant,
     restriction, condition or provision such supplemental indenture may provide
     for a particular period of grace after default (which period may be shorter
     or longer than that allowed in the case of other defaults) or may provide
     for an immediate enforcement upon such an Event of Default or may limit the
     remedies available to the Trustee upon such an Event of Default or may
     limit the right of the Holders of a majority in aggregate principal amount
     of the Securities of such series to waive such an Event of Default;

          (d) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture; or to make such other provisions in regard to
     matters or questions arising under this Indenture or under any supplemental
     indenture as the Board of Directors of the Issuer may deem necessary or
     desirable and which shall not in any material way adversely affect the
     interests of the Holders of the Securities or the Holders of any Coupons;

          (e) to establish the form or terms of Securities of any series as
     permitted by Sections 2.1 and 2.3; or

          (f) to evidence and provide for the acceptance of appointment
     hereunder by a successor trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than the one trustee, pursuant to the
     requirements of Section 6.11.

     The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental


                                      -39-
<PAGE>

indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 8.2.

     SECTION 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. With
the consent (evidenced as provided in Article Seven) of the Holders of not less
than a majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (treated as
one class), the Issuer, when authorized by a resolution of its Boards of
Directors, and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series; provided, that
no such supplemental indenture shall (a) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof, or impair or affect the right of any Securityholder to
institute suit for the payment thereof or, if the Securities provide therefor,
any right of repayment at the option of the Securityholder without the consent
of the Holder of each Security so affected, or (b) reduce the aforesaid
percentage of Securities of any series, the consent of the Holders of which is
required for any such supplemental indenture, without the consent of the Holders
of all Outstanding Securities of the series affected.

     Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid and other documents, if any, required by
Section 7.1, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

     Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Issuer
shall mail a notice thereof by first class mail to the Holders of Securities of
each series affected thereby at their addresses as they shall appear on the
registry books of the Issuer, setting forth in general terms the substance of
such supplemental indenture. Any failure of the Issuer to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.

               SECTION 8.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series and Holders of Coupons affected thereby shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

     SECTION 8.4 DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, may receive an Officers' Certificate from
the Issuer and an Opinion of Counsel


                                      -40-
<PAGE>


as conclusive evidence that any supplemental indenture executed pursuant to this
Article Eight complies with the applicable provisions of this Indenture.

     SECTION 8.5 NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear, upon
the direction of the Issuer, a notation in form satisfactory to the Trustee for
such series as to any matter provided for by such supplemental indenture or as
to any action taken at any such meeting. If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Boards of Directors of the Issuer, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Issuer, authenticated by the Trustee and delivered in
exchange for the Securities of such series then outstanding.

                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 9.1 ISSUER MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The Issuer
covenants that it will not merge or consolidate with any other Person or sell or
convey all or substantially all of its assets to any Person, unless (i) either
the Issuer shall be the continuing corporation, or the successor Person or the
Person which acquires by sale or conveyance substantially all the assets of the
Issuer (if other than the Issuer) shall be a Person organized under the laws of
the United States of America or any State thereof and shall expressly assume the
due and punctual payment of the principal of and interest on all the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed or
observed by the Issuer, by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such Person, and (ii) the Issuer or
such successor corporation, as the case may be, shall not, immediately after
such merger or consolidation, or such sale or conveyance, be in default in the
performance of any such covenant or condition.

     SECTION 9.2 SUCCESSOR SUBSTITUTED. In case of any such consolidation,
merger, sale or conveyance, and following such an assumption by the successor,
such successor ^ shall succeed to and be substituted for the Issuer, with the
same effect as if it had been named herein. Such successor may cause to be
signed, and may issue either in its own name or in the name of the Issuer prior
to such succession any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Issuer and delivered to the
Trustee; and, upon the order of such successor instead of the Issuer and subject
to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities of the Issuer which
previously shall have been signed and delivered by the officers of the Issuer to
the Trustee for authentication, and any Securities which such successor
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All of the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.

     In case of any such consolidation, merger, sale, lease or conveyance such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Issuer or any successor which shall theretofore have become such
in the manner described in this Article shall be discharged from all obligations
and covenants under this Indenture and the Securities and may be liquidated and
dissolved.


                                      -41-
<PAGE>


     SECTION 9.3 OPINION OF COUNSEL TO TRUSTEE. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, may receive an Opinion of Counsel, prepared
in accordance with Section 11.5, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                   ARTICLE TEN

              DEFEASANCE AND COVENANT DEFEASANCE; UNCLAIMED MONEYS

     SECTION 10.1 ISSUER'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.
The Issuer may elect, at its option at any time, to have Section 10.2 or Section
10.3 applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 2.3 as being defeasible pursuant to such Section
10.2 or 10.3, in accordance with any applicable requirements provided pursuant
to Section 2.3 and upon compliance with the conditions set forth below in this
Article. Any such election shall be established by or made pursuant to a
resolution of the Board of Directors.

     SECTION 10.2. DEFEASANCE AND DISCHARGE. Upon the Issuer's exercise of its
option (if any) to have this Section applied to any Securities or any series of
Securities, as the case may be, the Issuer shall be deemed to have been
discharged from its obligations with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 10.4 are
satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance
means that the Issuer shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Issuer, shall execute
proper instruments acknowledging the same), subject to the following, which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of such Securities to receive, solely from the trust fund described
in Section 10.4 and as more fully set forth in such Section, payments in respect
of the principal of and any premium and interest on such Securities when
payments are due, (b) the Issuer's obligations with respect to such Securities
under Sections 2.8, 2.9, 2.11, 3.2 and 3.4, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder; and (d) this Article; and (e)
any payment obligations in respect of Securities of such series and any related
coupons which are deemed not to be Outstanding under clause (c) of the
definition thereof if such obligations continue to be valid obligations of the
Company under applicable law. Subject to compliance with this Article, the
Issuer may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 10.3 applied to such Securities.

     SECTION 10.3. COVENANT DEFEASANCE. Upon the Issuer's exercise of its option
(if any) to have this Section applied to any Securities or any series of
Securities, as the case may be, (a) the Issuer shall be released from its
obligations under Section 3.6, 3.7, 3.9 and 3.10, and any covenants provided
pursuant to Section 2.3(12), 8.1(c) or 8.1(e), for the benefit of the Holders of
such Securities and (b) the occurrence of any event specified in Section 5.1(d)
(with respect to any of Sections 3.6, 3.7, 3.9 and 3.10 inclusive, and any such
covenants provided pursuant to Section 2.3(12), 8.1(c) or 8.1(e) and 5.1(h)
shall be deemed not to be or result in an Event of Default, in each case with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 10.4 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Issuer may omit to comply with and shall have no
liability in respect of any term, condition or limitation set froth in any such
specified Section (to the extent so specified in the case of Section 5.1(d)),
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.


                                      -42-
<PAGE>


     SECTION 10.4. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to the application of Section 10.2 or Section
10.3 to any Securities or any series of Securities, as the case may be:

          (a) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee which satisfies the
     requirements contemplated by Section 6.9 and agrees to comply with the
     provisions of this Article applicable to it) as trust funds in trust for
     the purpose of making the following payments, specifically pledged as
     security for, and dedicated solely to, the benefits of the Holders of such
     Securities, (A) money in an amount, or (B) U.S. Government Obligations
     which through the scheduled payment of principal and interest in respect
     thereof in accordance with their terms will provide, not later than one day
     before the due date of any payment, money in an amount, or (C) a
     combination thereof, in each case sufficient, in the opinion of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or any such other
     qualifying trustee) to pay and discharge, the principal of and any premium
     and interest on such Securities on the respective Stated Maturities, in
     accordance with the terms of this Indenture and such Securities. As used
     herein, "U.S. Government Obligation" means (x) any security which is (i) a
     direct obligation of the United States of America for the payment of which
     the full faith and credit of the United States of America is pledged or
     (ii) an obligation of a Person controlled or supervised by and acting as an
     agency or instrumentality of the United States of America the payment of
     which is unconditionally guaranteed as a full faith and credit obligation
     by the United States of America, which, in either case (i) or (ii), is not
     callable or redeemable at the option of the issuer thereof, and (y) any
     depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
     Securities Act of 1933) as custodian with respect to any U.S. Government
     Obligation which is specified in Clause (x) above and held by such bank for
     the account of the holder of such depositary receipt, or with respect to
     any specific payment of principal of or interest on any U.S. Government
     Obligation which is so specified and held, PROVIDED that (except as
     required by law) such custodian is not authorized to make any deduction
     from the amount payable to the holder of such depositary receipt from any
     amount received by the custodian in respect of the U.S. Government
     Obligation or the specific payment of principal or interest evidenced by
     such depositary receipt.

          (b) In the event of an election to have Section 10.2 apply to any
     Securities or any series of Securities, as the case may be, the Issuer
     shall have delivered to the Trustee an Opinion of Counsel stating that (A)
     the Issuer has received from, or there has been published by, the Internal
     Revenue Service a ruling or (B) since the date of this instrument, there
     has been a change in the applicable Federal income tax law, in either case
     (A) or (B) to the effect that, and based thereon such opinion shall confirm
     that, the Holders of such Securities will not recognize gain or loss for
     Federal income tax purposes as a result of the deposit, Defeasance and
     discharge to be effected with respect to such Securities and will be
     subject to Federal income tax on the same amount, in the same manner and at
     the same times as would be the case if such deposit, Defeasance and
     discharge were not to occur.

          (c) In the event of an election to have Section 10.3 apply to any
     Securities or any series of Securities, as the case may be, the Issuer
     shall have delivered to the Trustee an Opinion of Counsel or a ruling
     published by the Internal Revenue Service to the effect that the Holders of
     such Securities will not recognize gain or loss for Federal income tax
     purposes as a result of the deposit and Covenant Defeasance to be effected
     with respect to such Securities and will be subject to Federal income tax
     on the same amount, in the same manner and at the same times as would be
     the case if such deposit and Covenant Defeasance were not to occur.


                                      -43-
<PAGE>


          (d) The Issuer shall have delivered to the Trustee an Opinion of
     Counsel or letter or other document from an applicable securities exchange
     to the effect that neither such Securities nor any other Securities of the
     same series, if then listed on any securities exchange, will be deleted as
     a result of such deposit.

          (e) No event which is, or after notice or lapse of time or both would
     become, an Event of Default with respect to such Securities or any other
     Securities shall have occurred and be continuing at the time of such
     deposit or, with regard to any such event specified in Sections 5.1(e) and
     (f) at any time on or prior to the 90th day after the date of such deposit
     (it being understood that this condition shall not be deemed satisfied
     until after such 90th day).

          (f) Such Defeasance or Covenant Defeasance shall not cause the Trustee
     to have a conflicting interest within the meaning of the Trust Indenture
     Act (assuming all Securities are in default within the meaning of such
     Act).

          (g) Such Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default under, any other agreement
     or instrument to which the Issuer is a party or by which it is bound.

          (h) Such Defeasance or Covenant Defeasance shall not result in the
     trust arising from such deposit constituting an investment company within
     the meaning of the Investment Company Act unless such trust shall be
     registered under such Act or exempt from registration thereunder.

          (i) The Issuer shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent with respect to such Defeasance or Covenant Defeasance have been
     complied with.

     SECTION 10.5. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; MISCELLANEOUS PROVISIONS. Subject to Section 10.7, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 10.6, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 10.4 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Issuer acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

     The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 10.4 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Issuer from time to time upon Issuer Request any money or
U.S. Government Obligations held by it as provided in Section 10.4 with respect
to any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof, which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

     SECTION 10.6. REINSTATEMENT. If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any
Securities by reason of any order or


                                      -44-
<PAGE>


judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Issuer has been discharged or
released pursuant to Section 10.2 or 10.3 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 10.5 with respect to such Securities
in accordance with this Article; PROVIDED, HOWEVER, that if the Issuer makes any
payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Issuer shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

     SECTION 10.7 RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED
FOR TWO YEARS. Any moneys deposited with or paid to the Trustee or any Paying
Agent for the payment of the principal of or interest on any Security of any
series or Coupons and not applied but remaining unclaimed for two years after
the date upon which such principal or interest shall have become due and
payable, shall, upon the written request of the Issuer and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Issuer by the Trustee for such series or such
Paying Agent, and the Holder of the Security of such series or Holders of
Coupons appertaining thereto shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property laws,
thereafter look only to the Issuer for any payment which such Holder may be
entitled to collect, and all liability of the Trustee or any Paying Agent with
respect to such moneys shall thereupon cease.

                                 ARTICLE ELEVEN

                            MISCELLANEOUS PROVISIONS

     SECTION 11.1 INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF ISSUER
EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, in any Security or Coupon
appertaining thereto, or because of any Indebtedness evidenced thereby, shall be
had against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor, 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 liability being
expressly waived and released by the acceptance of the Securities by the Holders
thereof and as part of the consideration for the issue of the Securities.

     SECTION 11.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND
SECURITYHOLDERS. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto, any Paying Agent and their successors hereunder
and the Holders of the Securities and Coupons, if any, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the Holders of the Securities.

     SECTION 11.3 SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

     SECTION 11.4 NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND SECURITYHOLDERS.
Any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee, by the Holders of Securities, or
by the Holders of Coupons to or on the Issuer may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically


                                      -45-
<PAGE>


provided herein) addressed (until another address of the Issuer is filed by the
Issuer with the Trustee) to Ralcorp Holdings, Inc., P. O. Box 618, St. Louis,
Missouri 63188-0618. Any notice, direction, request or demand by the Issuer or
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made at the Corporate
Trust Office.

     Where this Indenture provides for notice to Holders of any event, (I) if
any of the Securities affected by such event are Registered Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed by first-class mail, postage prepaid to such Registered
Holders as their names and addresses appear in the Security register within the
time prescribed and (2) if any of the Securities affected by such event are
Unregistered Securities, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if published once in a newspaper of general
circulation in New York, New York and London, England within the time
prescribed. Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

     SECTION 11.5 OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO
BE CONTAINED THEREIN. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters, information with respect to which is in the possession of
the Issuer, upon the certificate, statement or opinion of or


                                      -46-
<PAGE>


representations by an officer or officers of the Issuer; unless such counsel
knows that the certificate, statement or opinion or representations with respect
to the matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous.

     Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

     SECTION 11.6 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If the date
of maturity of interest on or principal of the Securities of any series or
Coupons appertaining thereto or the date fixed for redemption or repayment of
any such Security or Coupon shall not be a Business Day, then payment of
interest, premium, if any, or principal need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if
made on the date of maturity or the date fixed for redemption, and no interest
shall accrue for the period after such date.

     SECTION 11.7 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE
ACT OF 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture by
operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939
(an "incorporated provision"), such incorporated provision shall control.

     SECTION 11.8 NEW YORK LAW TO GOVERN. This Indenture and each Security shall
be deemed to be a contract under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of such State.

     SECTION 11.9 COUNTERPARTS. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     SECTION 11.10 EFFECT OF HEADINGS. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

                                 ARTICLE TWELVE

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     SECTION 12.1 APPLICABILITY OF ARTICLE. The provisions of this Article shall
be applicable to the Securities of any series which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 2.3 for Securities of
such series.

     SECTION 12.2 NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first-class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the
registry books. Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the


                                      -47-
<PAGE>


notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

     The notice of redemption to each such Holder shall specify the principal
amount of each Security of such series held by such Holder to be redeemed, the
date fixed for redemption, the redemption price, the place or places of payment,
that payment will be made upon presentation and surrender of such Securities,
and that, unless otherwise specified in such notice, Unregistered Coupon
Securities, if any, surrendered for payment must be accompanied by all Coupons
maturing subsequent to the redemption date, failing which the amount of any such
missing Coupon or Coupons will be deducted from the sum due for payment, that
such redemption is pursuant to the mandatory or optional sinking fund, or both,
if such be the case, that interest accrued to the date fixed for redemption will
be paid as specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue. In case
any Security of a series is to be redeemed in part, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.

     The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

     At least one Business Day prior to the redemption date specified in the
notice of redemption given as provided in this Section, the Issuer will deposit
with the Trustee or with one or more paying agents (or, if the Issuer is acting
as its own paying agent, set aside, segregate and hold in trust as provided in
Section 3.4) an amount of money sufficient to redeem on the redemption date all
the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption. If less than all the Outstanding Securities of a series are to be
redeemed, the Issuer will deliver to the Trustee at least 60 days prior to the
date fixed for redemption an Officers' Certificate stating the aggregate
principal amount of Securities to be redeemed.

     If less than all the Securities of a series are to be redeemed, the Trustee
shall select, in such manner as it shall deem appropriate and fair, Securities
of such series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities of
such series or any multiple thereof. The Trustee shall promptly notify the
Issuer in writing of the Securities of such series selected for redemption and,
in the case of any Securities of such series selected for partial redemption,
the principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

     SECTION 12.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 6.5 and 10.4, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said


                                      -48-
<PAGE>


notice, said Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided that any
semiannual payment of interest becoming due on the date fixed for redemption
shall be payable to the Holders of such Securities registered as such on the
relevant record date subject to the terms and provisions of Section 2.4 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest borne
by the Security.

     Upon presentation of any Security redeemed in part only and the Coupons
appertaining thereto, the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities and the Coupons
appertaining thereto, of authorized denominations, in principal amount equal to
the unredeemed portion of the Security so presented.

     SECTION 12.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR SELECTION
FOR REDEMPTION. Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Issuer and delivered to
the Trustee at least 40 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Issuer, or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.

     SECTION 12.5 MANDATORY AND OPTIONAL SINKING FUNDS. The minimum amount of
any sinking fund payment provided for by the terms of Securities of any series
is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Securities of any
series is herein referred to as an "optional sinking fund payment". The date on
which a sinking fund payment is to be made is herein referred to as the "sinking
fund payment date".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.7, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment date
for any series, the Issuer will deliver to the Trustee a written statement
(which need not contain the statements required by Section 11.5) signed by an
authorized officer of the Issuer (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series, (b) stating that none of the
Securities of such series has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect to such
series have occurred (which have not been waived or cured) and are continuing,
(d) stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying
the amount of such optional sinking fund payment which the Issuer intends to pay
on or before the next succeeding sinking fund payment date and (e) specifying
such sinking fund payment date. Any Securities of such series to be


                                      -49-
<PAGE>


credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such written statement (or reasonably promptly
thereafter if acceptable to the Trustee). Such written statement shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such sixtieth day, to deliver such
written statement and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or a lesser sum if the Issuer shall so request) with respect to the Securities
of any particular series, such cash shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption. If such amount shall be $50,000 or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 is
available. The Trustee shall select, in the manner provided in Section 12.2, for
redemption on such sinking fund payment date a sufficient principal amount of
Securities of such series to absorb said cash, as nearly as may be possible, and
shall (if requested in writing by the Issuer) inform the Issuer of the serial
numbers of the Securities of such series (or portions thereof) so selected.
Securities of any series which are (a) owned by the Issuer or an entity known by
the Trustee to be directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer, as shown by the Security
register, and not known to the Trustee to have been pledged or hypothecated by
the Issuer or any such entity or (b) identified in an Officers' Certificate at
least 60 days prior to the sinking fund payment date as being beneficially owned
by, and not pledged or hypothecated by, the Issuer or an entity directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer shall be excluded from Securities of such series
eligible for selection for redemption. The Trustee, in the name and at the
expense of the Issuer (or the Issuer, if it shall so request the Trustee in
writing) shall cause notice of redemption of the Securities of such series to be
given in substantially the manner provided in Section 12.2 (and with the effect
provided in Section 12.3) for the redemption of Securities of such series in
part at the option of the Issuer. The amount of any sinking fund payments not so
applied or allocated to the redemption of Securities of such series shall be
added to the next cash sinking fund payment for such series and, together with
such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity.

     At least one Business Day before each sinking fund payment date, the Issuer
shall pay to the Trustee in cash or shall otherwise provide for the payment of
all interest accrued to the date fixed for redemption on Securities to be
redeemed on the next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall


                                      -50-
<PAGE>


have received from the Issuer a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article Five and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.10 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such moneys
shall thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Securities.

     SECTION 12.6 REPAYMENT AT THE OPTION OF THE HOLDERS. Securities of any
series which are repayable at the option of the Holders thereof before their
stated maturity shall be repaid in accordance with the terms of the Securities
of such series.

     The repayment of any principal amount of Securities pursuant to such option
of the Holder to require repayment of Securities before their stated maturity,
for purposes of Section 10.1, shall not operate as a payment, redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the Issuer, at its option, shall deliver or surrender the same to the Trustee
with a directive that such Securities be canceled.

                                ARTICLE THIRTEEN
                                    GUARANTEE

     SECTION 13.1 ISSUER'S OPTION TO HAVE SECURITIES GUARANTEED. The Issuer may
elect, at its option at any time, to have Article Thirteen applied to any
Securities or any series of Securities, as the case may be, designated pursuant
to Section 2.3 as being guaranteed pursuant to Article Thirteen, in accordance
with any applicable requirements provided pursuant to Section 2.3 and upon
compliance with the conditions set forth in Article Thirteen. Any such election
shall be established by or made pursuant to a resolution of the Board of
Directors.

     SECTION 13.2 SUBSIDIARY GUARANTORS. Upon the Issuer's option (if any) to
have this Article applied to any Securities or series of Securities, as the case
may be, the Issuer shall cause its Subsidiaries executing this Indenture to
guarantee such Securities and (a) cause all of its Subsidiaries, direct or
indirect, which after the date of this Indenture constitute in the aggregate at
least 99% of the Company's Consolidated Total Assets, Consolidated Net Earnings,
Consolidated Revenues, and Consolidated Equity to execute a Guarantee of the
Securities in the form set forth in this Article Thirteen hereof and Exhibit A
hereto, PROVIDED that no Subsidiary organized outside of the United States of
America shall be required to be a Guarantor, and (b) deliver to the Trustee an
Opinion of Counsel, in form reasonably satisfactory to the Trustee, that any
Guarantee executed after the date of this Indenture is a valid, binding and
enforceable obligation of the applicable Subsidiary, subject to customary
exceptions for bankruptcy, fraudulent conveyance and equitable principles and
the implied covenant of good faith and fair dealing.

     SECTION 13.3 SUBSIDIARY GUARANTEE. Upon the Issuer's exercise of its option
(if any) to have this Article applied to any Securities or any series of
Securities, as the case may be, each of the Guarantors hereby jointly, severally
and unconditionally guarantee to each Holder of a Security authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Issuer hereunder or thereunder, that: (a)
the principal of, and premium, if any, and interest on the Securities will be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of, premium, if any, and
interest on the Securities, if any, if lawful, and all other obligations of the
Issuer to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Securities
or any of such other obligations, the same will be promptly paid in full when
due or performed in accordance


                                      -51-
<PAGE>


with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise; PROVIDED, HOWEVER, that it is the intention of the
parties hereto that in no event shall any Guarantor's obligations under its
Guarantee constitute or result in a violation of any applicable fraudulent
conveyance or similar law of any relevant jurisdiction. Therefore, in the event
that any Guarantee would, but for this sentence, constitute or result in such a
violation, then the liability of a Guarantor under such Guarantee shall be
reduced to the maximum amount permissible under the applicable fraudulent
conveyance or similar law. Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantors will be
jointly and severally obligated to pay the same immediately. The Guarantors
hereby agree that their obligations hereunder shall be absolute and
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuer any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor other than the defense
that payment has been made or that the other relevant obligations have been paid
or performed. Each Guarantor hereby waives diligence, presentment, demand of
payment, claim of fraud, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, protest, notice and all demands whatsoever and covenant that
this Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities and this Indenture. If any Holder or the
Trustee is required by any court or otherwise to return to the Issuer or
Guarantors, or any custodian, trustee, liquidator or other similar official
acting in relation to either the Issuer or Guarantors, any amount paid by either
to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor agrees
that it shall not be entitled to any right of subrogation in relation to the
Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. Each Guarantor further agrees that, as
between the Guarantors, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Five for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Article Five such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantors for the purpose of this Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Guarantee. The foregoing Guarantee shall rank PARI PASSU
with the guaranties for the benefit of the lenders under the Credit Agreement.

     Each Guarantor shall be subrogated to all rights of each Holder of any
Securities against the Issuer in respect of any amounts paid to the Holders by
such Guarantor pursuant to the provisions of this Guarantee; provided that the
Guarantors shall not be entitled to enforce, or to receive, any payments arising
out of or based upon, such right of subrogation until the principal of, premium,
if any, and interest on all the Securities shall have been paid in full and
nothing remains owed to the Trustee pursuant to this Indenture.

     The Guarantee set forth in this Section 13.3 shall not be valid or become
obligatory for any purpose with respect to a Security until the certificate of
authentication on such Security shall have been signed by or on behalf of the
Trustee.

     Unless determined otherwise by the Issuer pursuant to Section 2.3, the
Guarantee set forth in this Section 13.3 shall be effective with respect to any
Guarantor only so long as any Indebtedness of the Issuer is guaranteed by such
Guarantor.

     SECTION 13.4 EXECUTION AND DELIVERY OF GUARANTEE. Upon the Issuer's
exercise of its option (if any) to have this Article applied to any Securities
or any series of Securities, as the case


                                      -52-
<PAGE>


may be, to evidence its Guarantee set forth in Section 13.3 hereof, each
Guarantor hereby agrees that a notation of such Guarantee substantially in the
form of Exhibit A shall be endorsed by an officer of such Guarantor on each
Security authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by its President or one of its
Vice Chairmen, Treasurer or Vice Presidents and attested to by its Secretary of
Assistant Secretary.

     Each Guarantor hereby agrees that its Guarantee set forth in Section 13.3
shall remain in full force and effect notwithstanding any failure to endorse on
each Security a notation of such Guarantee.

     If a Person whose signature is on this Indenture or on the Guarantee no
longer holds the office under which the Person signed the Guarantee at the time
the Trustee authenticates the Security on which a Guarantee is endorsed, the
Guarantee shall be valid, binding and enforceable nevertheless.

     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in
this Indenture on behalf of Guarantors.

     SECTION 13.5 GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

     (a) Except as set forth in Articles Three and Nine hereof, nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of a Guarantor with or into the Issuer or another
Guarantor or shall prevent any sale or conveyance of all or substantially all of
the assets of a Guarantor, to the Issuer or another Guarantor. Upon any such
consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor
shall no longer have any force or effect.

     (b) Except as set forth in Articles Three and Nine hereof, nothing
contained in this Indenture or in any of the Securities shall prevent the sale
or other disposition by the Issuer or any Subsidiary of any Guarantor (by sale
of capital stock, merger, consolidation or otherwise) or of all or substantially
all of the assets of any Guarantor to any Person other than the Issuer or any
Subsidiary, PROVIDED the Issuer's Subsidiaries constituting in the aggregate not
less than 99% of the Issuer's Consolidated Total Assets, Consolidated Net
Earnings, Consolidated Revenues, and Consolidated Equity determined after giving
effect to such sale or disposition execute and deliver to the Trustee a
Guarantee and, PROVIDED, FURTHER, that the foregoing proviso shall not apply to
the sale or disposition of a Guarantor in a foreclosure proceeding to the extent
that such proviso would be inconsistent with the Uniform Commercial Code. Upon
delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion
of Counsel to the effect that such sale or other disposition was made in
accordance with the provisions of this Indenture, such Guarantor (in the event
of a sale or other disposition of all of the capital stock of such Guarantor) or
the successor corporation or the corporation acquiring the property and such
Guarantor (in the event of a consolidation or merger or sale or other
disposition of all or substantially all of the assets of a Guarantor) shall
automatically be released and relieved of its obligations under this Article
Thirteen, and the Trustee shall execute any documents reasonably required in
order to evidence the release of any Guarantor from its obligations under its
Guarantee. Any Guarantor not released from its obligations under its Guarantee
shall remain liable for the full amount of principal of and interest on the
Securities and for the other obligations of any Guarantor under the Indenture as
provided in this Article Thirteen.

     SECTION 13.6 "TRUSTEE" TO INCLUDE PAYING AGENT. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Issuer and
be then acting hereunder, the term "Trustee" as used in this Article Thirteen
shall in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully and for
all intends and purposes as if such Paying Agent were named in this Article
Thirteen in place of the Trustee.


                                      -53-
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


ATTEST:                                    RALCORP HOLDINGS, INC.



By:     /s/ R. W. Lockwood                 By:  /s/ J. R. Micheletto
   -----------------------------              ------------------------
            Secretary                           J. R. Micheletto
                                                Chief Financial Officer

        [CORPORATE SEAL]


ATTEST:                                    THE FIRST NATIONAL BANK OF CHICAGO,
                                                      as Trustee

By    /s/ Janice Ott Rotunno               By:    /s/ R. D. Manella
   ------------------------------              ------------------------------
      Assistant Vice President             Name:  R. D. Manella
                                                  Vice President

        [CORPORATE SEAL]


ATTEST:                                    BEECH-NUT NUTRITION CORPORATION


        /s/ R. W. Lockwood                 By:    /s/ J. R. Micheletto
   ------------------------------              ------------------------------
            Secretary                             J. R. Micheletto
                                                  Title: Chief Financial Officer

        [CORPORATE SEAL]

ATTEST:                                    BREMNER, INC.

        /s/ R. W. Lockwood                 By:    /s/ J. R. Micheletto
   ------------------------------              ------------------------------
            Secretary                             J. R. Micheletto
                                                  Title: Chief Financial Officer

        [CORPORATE SEAL]

ATTEST:                                    KEYSTONE RESORTS MANAGEMENT, INC.

        /s/ R. W. Lockwood                 By:   /s/ J. R. Micheletto
   ------------------------------              ------------------------------
        Assistant Secretary                      J. R. Micheletto
                                                 Title: Chief Financial Officer

        [CORPORATE SEAL]

ATTEST:                                    RALSTON FOODS, INC.

        /s/ R. W. Lockwood                 By:   /s/ J. R. Micheletto
   ------------------------------              ------------------------------
        Secretary                                J. R. Micheletto
                                                 Title: Chief Financial Officer


        [CORPORATE SEAL]


                                      -54-
<PAGE>


STATE OF MISSOURI          )
                           )  ss.
COUNTY OF CITY OF ST. LOUIS)

     On this 23rd day of September, 1994, before me personally came J. R.
Micheletto, to me personally known, who, being by me duly sworn, did depose and
say that he resides at Edwardsville, Missouri, and that he is Chief Financial
Officer of Ralcorp Holdings, Inc., Beech-Nut Nutrition Corporation, Bremner,
Inc., Keystone Resorts Management, Inc. and Ralston Foods, Inc., the
corporations described in and which executed the above instrument; that he knows
the corporate seals of said corporations; that the seals affixed to said
instrument are such corporate seals; that they were so affixed by authority of
the Board of Directors of said corporations; and that he signed his name thereto
by like authority.

[NOTARIAL SEAL]

                                                /s/ Julie E. Bolte Neiger
                                           -----------------------------------
                                                 Notary Public

                                           Notary Public, State of Missouri
                                           City of St. Louis
                                           My Commission Expires Feb. 21, 1997

STATE OF ILLINOIS          )
                           )  ss.
COUNTY OF COOK             )

     On this 26th day of September, 1994, before me personally came R. D.
Manella, to me personally known, who, being by me duly sworn, did depose and say
that he resides at Buffalo Grove, Illinois; that he is a Vice President of The
First National Bank of Chicago, one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

[NOTARIAL SEAL]


                                                   /s/ Ann Longino
                                           -----------------------------------
                                                 Notary Public

                                           Notary Public, State of Illinois
                                           My Commission Exp: 05/17/98


                                      -55-
<PAGE>


                                    EXHIBIT A

                            [FORM OF NOTATION ON NOTE
                             RELATING TO GUARANTEE]

                                    GUARANTEE

     Each of the Persons listed below (hereinafter referred to as the
"Guarantors," which term includes any successor or additional Guarantor under
the Indenture (the "Indenture") referred to in the Security upon which this
notation is endorsed) (i) has jointly and severally, unconditionally guaranteed
that (a) the principal of, and premium, if any, and interest on the Securities
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium, if
any, and interest on the Securities, if any, if lawful, and all other
obligations of the Issuer to the Holders or the Trustee will be promptly paid in
full or performed, all in accordance with the terms hereof and as set forth in
the Indenture; and (b) in case of any extension of time of payment or renewal of
any Securities or any of such other obligations, the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration, or otherwise; PROVIDED,
HOWEVER, that in no event shall any Guarantor's obligations under its Guarantee
constitute or result in a violation of any applicable fraudulent conveyance or
similar law of any relevant jurisdiction. Therefore, in the event that any
Guarantee would, but for this sentence, constitute or result in such a
violation, then the liability of a Guarantor under such Guarantee shall be
reduced to the maximum amount permissible under the applicable fraudulent
conveyance or similar law. Capitalized terms used herein have the meanings
assigned to them in the Indenture unless otherwise indicated.

     No stockholder, officer, director, employer or incorporator, past, present
or future, of the Guarantors, as such, shall have any personal liability under
this Guarantee by reason of his or its status as such stockholder, officer,
director, employer or incorporator.

     This Guarantee shall be binding upon each Guarantor and its successors and
assigns and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.

     This Guarantee shall not be valid or obligatory for any purpose with
respect to a Security until the certificate of authentication on the Security
upon which this Guarantee is noted shall have been executed by or on behalf of
the Trustee under the Indenture by the manual signature of one of its authorized
signatories.

     This Guarantee shall be effective with respect to any Guarantor only so
long as any Indebtedness of the Issuer is guaranteed by such Guarantor.

                  Beech-Nut Nutrition Corporation
                  Bremner, Inc.
                  Keystone Resorts Management, Inc.
                  Ralston Foods, Inc.


                  By:_______________________________
                        J. R. Micheletto
                        Authorized Signatory



                                      -56-
<PAGE>


================================================================================


                          FIRST SUPPLEMENTAL INDENTURE

                          DATED AS OF JANUARY 31, 1997


                                      AMONG

                             RALCORP HOLDINGS, INC.

                               GENERAL MILLS, INC.

                                       AND

                 THE FIRST NATIONAL BANK OF CHICAGO, as Trustee

                                       TO

                                    INDENTURE

                         DATED AS OF SEPTEMBER 23, 1994

                                      AMONG

                             RALCORP HOLDINGS, INC.
                                     Issuer

                         BEECH-NUT NUTRITION CORPORATION
                                  BREMMER, INC.
                        KEYSTONE RESORTS MANAGEMENT, INC.
                               RALSTON FOODS, INC.
                                   Guarantors

                                       AND

                 THE FIRST NATIONAL BANK OF CHICAGO, as Trustee

================================================================================


<PAGE>


         FIRST SUPPLEMENTAL INDENTURE, DATED AS OF January 31, 1997, by and
among Ralcorp Holdings, Inc., a Missouri corporation (the "Company"), General
Mills, Inc., a Delaware corporation ("General Mills"), and The First National
Bank of Chicago, a national banking association, as trustee (the "Trustee").

                                    RECITALS

         WHEREAS, the Company and Beech-Nut Nutrition Corporation, Bremner,
Inc., Keystone Resorts Management, Inc., Ralston Foods Inc. (the "Guarantors"),
and the Trustee, entered into an Indenture, dated as of September 23, 1994 (the
"Indenture"), pursuant to the provisions of which the Company has heretofore
issued $150,000,000 in aggregate principal amount of the Securities (such term
and all other defined terms used herein and not otherwise defined herein shall
have the meaning set forth in the Indenture); and

         WHEREAS, pursuant to the terms of the Indenture, on March 12, 1996, the
Guarantors were released from their obligation to guarantee the due and punctual
payment of principal of and interest on the Securities and all other obligations
of the Company under the Indenture; and

         WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of
August 13, 1996, among the Company, General Mills and General Mills Missouri,
Inc., a General Mills subsidiary created for the purpose of completing the
Merger (as defined below) ("Merger Sub"), General Mills agreed to acquire
certain businesses of the Company through a merger (the "Merger") of the Company
and Merger Sub to be effective at the close of business on January 31, 1997 (the
"Effective Date") subject to approval by the shareholders of the Company; and

         WHEREAS, General Mills, by due corporate action, has determined to
assume by this First Supplemental Indenture the due and punctual payment of the
principal of and interest on all of the Securities and the performance of every
covenant of the Indenture on the part of the Company to be performed or
observed; and

         WHEREAS, Section 9.1 of the Indenture provides, among other things,
that the Company will not merge or consolidate with any other Person unless (i)
either the Company shall be the continuing corporation, or the successor Person
shall be a Person organized under the laws of the United States of America or
any State thereof and shall expressly assume the due and punctual payment of the
principal of and interest on all the Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of the Indenture, by supplemental indenture, and (ii) there shall be
no default immediately after the merger; and

         WHEREAS, Section 9.2 of the Indenture provides that in case of any such
merger in accordance with Section 9.1, and following such assumption by the
successor, such successor shall succeed to and be substituted for the Company,
with the same effect as if it had been named in Indenture, and the Company shall
be discharged from all obligations and covenants under the Indenture; and


<PAGE>


         WHEREAS, Section 8.1 of the Indenture provides, among other things,
that without the consent of the Holders of any of the Securities, the Company,
when authorized by a resolution of its Board of Directors and the Trustee may
from time to time and at any time enter into an indenture or supplemental
indenture to, among other things, evidence the succession of another corporation
to the Company and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company under the Indenture; and

         WHEREAS, the Company and General Mills, by due corporate actions have
determined to execute a supplemental indenture in substantially the form of this
First Supplemental Indenture, and all things necessary to make this First
Supplemental Indenture a valid, binding and legal agreement have been done and
performed;

         NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises, and of other valuable
consideration the receipt whereof is hereby acknowledged, the Company and
General Mills covenant and agree with the Trustee, for the equal and
proportionate benefit of all Holders of the Securities, as follows:


                                    ARTICLE I

                 ASSUMPTION OF THE INDENTURE AND THE SECURITIES

         Section 1.1 ASSUMPTION AS TO COMPANY. On the Effective Date,
contemporaneous with the Merger, General Mills shall assume the due and punctual
payment of the principal of and interest on all of the Securities and the
performance of every covenant of the Indenture on the part of the Company to be
performed or observed.


                                   ARTICLE II

                                CLOSING DOCUMENTS

         Section 2.1. DOCUMENTS TO BE GIVEN TO TRUSTEE. In accordance with the
provisions of Section 8.4 of the Indenture, the Trustee shall receive from the
Company prior to the Effective Date an Officer's Certificate, certifying that
immediately prior to the Merger there exists no Event of Default under the
Indenture, and an Opinion of Counsel, each satisfying the provisions of Section
11.5 of the Indenture.


                                   ARTICLE III

                                  MISCELLANEOUS

         Section 3.1. TRUSTEE'S ACCEPTANCE. The Trustee accepts the provisions
of this First Supplemental Indenture upon the terms and conditions set forth in
the Indenture;


<PAGE>


provided, however, that the foregoing acceptance shall not make the Trustee
responsible in any manner whatsoever for the correctness of recitals or
statements by other parties herein.

         Section 3.2. INDENTURE TO REMAIN IN FULL FORCE AND EFFECT. Except as
hereby expressly provided, the Indenture, as supplemented and amended by this
First Supplemental Indenture, is in all respects ratified and confirmed and all
its terms, provisions and conditions shall be and remain in full force and
effect.

         Section 3.3. RIGHTS, ETC. OF TRUSTEE. All recitals in this First
Supplemental Indenture are made by the Company and General Mills only and not by
the Trustee. All of the provisions contained in the Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect hereof as fully and with like effect as if set forth
herein in full.

         Section 3.4. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this First Supplemental Indenture made by the Company and General Mills shall
bind their respective successors and assigns, whether so expressed or not.

         Section 3.5. NOTICES AND DEMANDS ON ISSUER. Any notice or demand which
by any provision of this First Supplemental Indenture or the Indenture is
required or permitted to be given or served by the Trustee, by the Holders of
Securities, or by the Holders of Coupons to or on the Issuer may be given or
served by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein or in the Indenture) addressed (until another
address of the Issuer is filed by the Issuer with the Trustee) to General Mills,
Inc., Number One General Mills Blvd., P.O. Box 1113, Minneapolis, MN 55440,
Attention: Corporate Secretary.

         Section 3.6. CONFLICT WITH TRUST INDENTURE ACT. If any provision of
this First Supplemental Indenture limits, qualifies or conflicts with the duties
imposed by operation of Trust Indenture Act Section 318(c), the imposed duties
shall control.

         Section 3.7. GOVERNING LAW. This First Supplemental Indenture shall be
governed by and construed in accordance with the internal laws, but not the laws
as to conflicts or choice of law, of the State of New York.

         Section 3.8. TITLES, HEADINGS, ETC. The Article and Section headings of
this First Supplemental Indenture are for convenience only and shall not affect
the construction hereof.

         Section 3.9. SEPARABILITY CLAUSE. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         Section 3.10. EXECUTION IN COUNTERPARTS. This First Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
deemed an original, but such counterparts shall together constitute but one and
the same instrument.


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the date and year first above
written.


[Corporate Seal]                              RALCORP HOLDINGS, INC.


Attest:                                       By:      /s/ J. R. Micheletto
                                                  ------------------------------
                                                  Name:  J. R. Micheletto
  /s/ R. W. Lockwood                              Title: Chief Executive Officer
- ----------------------                                   and President
  R. W. Lockwood
  Secretary


STATE OF MISSOURI                   )
                                    ) SS
CITY OF ST. LOUIS                   )

         On this 31st day of January, 1997, before me personally appeared J. R.
Micheletto to me known to be the person described in and who executed the
foregoing instrument; that he or she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he or she signed their name thereto by like authority.

                                                       /s/ Julie E. Neiger
                                                  ------------------------------
                                                  Notary Public


<PAGE>


[Corporate Seal]                              GENERAL MILLS, INC.


Attest:                                       By:        /s/ T. J. Brown
                                                  ------------------------------
                                                  Name:  T. J. Brown
  /s/ Ivy Bernhardson                             Title: Vice President
- -----------------------
      Secretary


STATE OF MISSOURI                     )
                                      ) SS
CITY OF ST. LOUIS                     )

         On this 31st day of January, 1997, before me personally appeared T. J.
Brown, to me known to be the person described in and who executed the foregoing
instrument; that he or she knows the corporate seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
or she signed their name thereto by like authority.

                                                       /s/ Donna L. Bulback
                                                  ------------------------------
                                                  Notary Public


<PAGE>


[Corporate Seal]                              THE FIRST NATIONAL BANK OF CHICAGO
                                                    as Trustee


Attest:                                       By:        /s/ T. Marshall
                                                  ------------------------------
                                                  Name:  T. Marshall
 /s/ Barbara G. Grosse                            Title: Trust Officer
- -----------------------


STATE OF ILLINOIS                   )
                                    ) SS
COUNTY OF COOK                      )

         On this 29th day of January, 1997, before me personally appeared T.
Marshall, to me known to be the person described in and who executed the
foregoing instrument; that he or she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he or she signed their name thereto by like authority.

                                                           /s/ N. Sierra
                                                  ------------------------------
                                                  Notary Public

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>8
<FILENAME>genmills023880_ex10-3.txt
<DESCRIPTION>1998 EMPLOYEE STOCK PLAN
<TEXT>
                                                                    EXHIBIT 10.3





                               GENERAL MILLS, INC.


                            1998 EMPLOYEE STOCK PLAN
















                         As Amended Through May 17, 2002


<PAGE>


                               GENERAL MILLS, INC.

                            1998 EMPLOYEE STOCK PLAN


1.       PURPOSE OF THE PLAN

         The purpose of the General Mills, Inc. 1998 Employee Stock Plan (the
         "Plan") is to attract and retain able employees by rewarding employees
         of General Mills, Inc., its subsidiaries and affiliates (defined as
         entities in which General Mills, Inc. has a significant equity or other
         interest) (collectively, the "Company") and to align the interests of
         employees with those of the stockholders of the Company through
         compensation that is based on the Company's stock. Grants may be made
         to employees under the Plan in lieu of salary increases and certain
         other compensation and benefits.


2.       EFFECTIVE DATE AND DURATION OF PLAN

         This Plan shall become effective as of September 28, 1998.


3.       ELIGIBLE PERSONS

         Only persons who are employees of the Company shall be eligible to
         receive grants of Stock Options, Restricted Stock or Restricted Stock
         Units (each defined below) and become "Participants" under the Plan.


4.       AWARD TYPE

         Under this Plan, the Compensation Committee of the Company's Board of
         Directors (the "Committee") may award Participants options ("Stock
         Options") to purchase common stock of the Company ($.10 par value)
         ("Common Stock"). The grant of a Stock Option entitles the Participant
         to purchase shares of Common Stock at an "Exercise Price" established
         by the Committee. The Exercise Price for each share of Common Stock
         issuable under a Stock Option shall not be less than 100% of the Fair
         Market Value of the Common Stock on the date of grant. "Fair Market
         Value" shall equal the mean of the high and low price of the Common
         Stock on the New York Stock Exchange on the date of grant. The
         Committee may also grant Participants shares of Common Stock or the
         right to receive shares of Common Stock subject to certain restrictions
         ("Restricted Stock" or "Restricted Stock Units") (Stock Options,
         Restricted Stock and Restricted Stock Units are sometimes referred to
         as "Awards").


5.       STOCK OPTION TERM AND TYPE

         Stock Options granted under the Plan shall be Non-Qualified Stock
         Options governed by Section 83 of the Internal Revenue Code of 1986, as
         amended (the "Code"). The term of any Stock Option granted under the
         Plan shall be determined by the Committee, provided that the term of a
         Stock Option shall not exceed 10 years and one month.


                                       1
<PAGE>


6.       COMMON STOCK SUBJECT TO THE PLAN

         a)       Maximum Shares Available for Delivery. Subject to Section
                  6(b), the maximum number of shares of Common Stock available
                  for issuance to Participants under the Plan shall be
                  28,000,000.

                  In addition, any Common Stock covered by a Stock Option
                  granted under the Plan, which is forfeited, cancelled or
                  expires in whole or in part shall be deemed not to be
                  delivered for purposes of determining the maximum number of
                  shares of Common Stock available for grants under the Plan.

                  If any Stock Option is exercised by tendering Common Stock,
                  either actually or by attestation, to the Company as full or
                  partial payment in connection with the exercise of the Stock
                  Option under the Plan, only the number of shares of Common
                  Stock issued net of the Common Stock tendered shall be deemed
                  delivered for purposes of determining the maximum number of
                  shares available for grants under the Plan. Upon forfeiture or
                  termination of Restricted Stock or Restricted Stock Units
                  prior to vesting, the shares of Common Stock subject thereto
                  shall again be available for Awards under the Plan.

         b)       Adjustments for Corporate Transactions. The Committee may
                  determine that a corporate transaction has occurred affecting
                  the Common Stock such that an adjustment or adjustments to
                  outstanding Awards is required to preserve (or prevent
                  enlargement of) the benefits or potential benefits intended at
                  the time of grant. For this purpose a corporate transaction
                  includes, but is not limited to, any dividend or other
                  distribution (whether in the form of cash, Common Stock,
                  securities of a subsidiary of the Company, other securities or
                  other property), recapitalization, stock split, reverse stock
                  split, reorganization, merger, consolidation, split-up,
                  spin-off, combination, repurchase or exchange of Common Stock
                  or other securities of the Company, issuance of warrants or
                  other rights to purchase Common Stock or other securities of
                  the Company, or other similar corporate transaction. In the
                  event of such a corporate transaction, the Committee may, in
                  such manner as the Committee deems equitable, adjust (i) the
                  number and kind of shares which may be awarded under the Plan;
                  (ii) the number and kind of shares subject to outstanding
                  Awards; and (iii) the exercise price of outstanding Stock
                  Options.

         c)       Limits on Distribution. Distribution of shares of Common Stock
                  or other amounts under the Plan shall be subject to the
                  following:

                  (i)    The total number of shares of Common Stock that shall
                         be available for Restricted Stock and Restricted Stock
                         Unit Awards under the Plan shall be limited to 15% of
                         the total shares authorized for Awards hereunder.

                  (ii)   Notwithstanding any other provision of the Plan, the
                         Company shall have no liability to deliver any shares
                         of Common Stock under the Plan or make any other
                         distribution of benefits under the Plan unless such
                         delivery or distribution would comply with all
                         applicable laws (including, without limitation, the
                         requirements of the Securities Act of


                                        2
<PAGE>


                         1933), and the applicable requirements of any
                         securities exchange or similar entity.

                  (iii)  To the extent that the Plan provides for issuance of
                         stock certificates to reflect the issuance of shares of
                         Common Stock or Restricted Stock, the issuance may be
                         effected on a non-certificated basis, to the extent not
                         prohibited by applicable law or the applicable rules of
                         any stock exchange.

         d)       The Committee, in its discretion, may require as a condition
                  to the grant of Awards, the deposit of Common Stock owned by
                  the Participant receiving such grant, and the forfeiture of
                  such grants, if such deposit is not made or maintained during
                  the required holding period. Such shares of deposited Common
                  Stock may not be otherwise sold or disposed of during the
                  applicable holding period or restricted period. The Committee
                  may also determine whether any shares issued upon exercise of
                  a Stock Option shall be restricted in any manner.


7.       EXERCISE OF STOCK OPTIONS

         a)       Exercise. Except as provided in Sections 11 and 12 (Change of
                  Control and Termination of Employment), each Stock Option may
                  be exercised only in accordance with the terms and conditions
                  of the Stock Option grant and during the periods as may be
                  established by the Committee. Twenty percent of each Stock
                  Option granted under the Plan in lieu of salary increases and
                  certain other compensation and benefits may be exercised
                  immediately upon granting and, subject to the Participant's
                  continued employment with the Company, additional 20% portions
                  of such Stock Option shall become exercisable each year
                  thereafter. All other Stock Options granted hereunder may be
                  exercised only after three years of the Participant's
                  continued employment with the Company following the date of
                  the Stock Option grant.

                  A Participant exercising a Stock Option shall give notice to
                  the Company of such exercise and of the number of shares
                  elected to be purchased prior to 4:30 P.M. CST/CDT on the day
                  of exercise, which must be a business day at the executive
                  offices of the Company.

         b)       Payment. The Exercise Price shall be paid to the Company at
                  the time of such exercise, subject to any applicable rule or
                  regulation adopted by the Committee:

                  (i)      in cash (including check, draft, money order or wire
                           transfer made payable to the order of the Company);

                  (ii)     through the tender of shares of Common Stock owned by
                           the Participant (by either actual delivery or
                           attestation); or

                  (iii)    by a combination of (i) and (ii) above.

                  For determining the amount of the payment, Common Stock
                  delivered pursuant to (ii) or (iii) shall have a value equal
                  to the Fair Market Value of the Common Stock on the date of
                  exercise.


                                        3
<PAGE>


         c)       Deferrals. The Committee may permit or require Participants to
                  defer receipt of any Common Stock issuable upon exercise of a
                  Stock Option, subject to such rules and procedures as it may
                  establish, which may include provisions for the payment or
                  crediting of interest, or dividend equivalents, including
                  converting such credits into deferred Common Stock
                  equivalents.


8.       RESTRICTED STOCK AND RESTRICTED STOCK UNITS

         With respect to Awards of Restricted Stock and Restricted Stock Units,
         the Committee shall:

         a)       select Participants to whom Awards will be made, provided that
                  Restricted Stock Units may only be awarded to those employees
                  of the Company who are employed in a country other than the
                  United States;

         b)       determine the number of shares of Restricted Stock or the
                  number of Restricted Stock Units to be awarded;

         c)       determine the length of the restricted period, which shall be
                  no less than one year;

         d)       determine the purchase price, if any, to be paid by the
                  Participant for Restricted Stock or Restricted Stock Units;
                  and

         e)       determine any restrictions other than those set forth in this
                  Section 8.

         Subject to the restrictions set forth in this Section 8, each
         Participant who receives Restricted Stock shall have all rights as a
         stockholder with respect to such shares, including the right to vote
         the shares and receive dividends and other distributions.

         Each Participant who receives Restricted Stock Units shall be eligible
         to receive, at the expiration of the applicable restricted period, one
         share of Common Stock for each Restricted Stock Unit awarded, and the
         Company shall issue to each such Participant that number of shares of
         Common Stock. Participants who receive Restricted Stock Units shall
         have no rights as stockholders with respect to such Restricted Stock
         Units until such time as share certificates for Common Stock are issued
         to the Participants; provided, however, that quarterly during the
         applicable restricted period for all Restricted Stock Units awarded
         hereunder, the Company shall pay to each such Participant an amount
         equal to the sum of all dividends and other distributions paid by the
         Company during the prior quarter on that equivalent number of shares of
         Common Stock.


9.       TRANSFERABILITY OF STOCK OPTIONS

         Except as otherwise provided by rules of the Committee, no Stock
         Options shall be transferable by a Participant otherwise than (i) by
         the Participant's last will and testament or (ii) by the applicable
         laws of descent and distribution, and such Stock Options shall be
         exercised during the Participant's lifetime only by the Participant or
         his or her guardian or legal representative. Except as otherwise
         provided in Section 8, no shares of


                                        4
<PAGE>


         Restricted Stock and no Restricted Stock Units shall be sold,
         exchanged, transferred, pledged or otherwise disposed of during the
         restricted period.


10.      TAXES

         Whenever the Company issues Common Stock under the Plan, the Company
         may require the recipient to remit to the Company an amount sufficient
         to satisfy any Federal, state or local tax withholding requirements
         prior to the delivery of such Common Stock, or, in the discretion of
         the Committee, upon the election of the Participant, the Company may
         withhold from the shares to be delivered shares sufficient to satisfy
         all or a portion of such tax withholding requirements.


11.      CHANGE OF CONTROL

         Each outstanding Stock Option shall become immediately and fully
         exercisable for a period of one (1) year following the date of the
         following occurrences, each constituting a "Change of Control":

         a)       The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the 1934 Act) of voting securities of
                  the Company where such acquisition causes such Person to own
                  20% or more of the combined voting power of the then
                  outstanding voting securities of the Company entitled to vote
                  generally in the election of directors (the "Outstanding
                  Voting Securities"); provided, however, that for purposes of
                  this subsection (a), the following acquisitions shall not be
                  deemed to result in a Change of Control: (i) any acquisition
                  directly from the Company, (ii) any acquisition by the
                  Company, (iii) any acquisition by any employee benefit plan
                  (or related trust) sponsored or maintained by the Company or
                  any corporation controlled by the Company or (iv) any
                  acquisition by any corporation pursuant to a transaction that
                  complies with clauses (i), (ii) and (iii) of subsection (c)
                  below; and provided, further, that if any Person's beneficial
                  ownership of the Outstanding Voting Securities reaches or
                  exceeds 20% as a result of a transaction described in clause
                  (i) or (ii) above, and such Person subsequently acquires
                  beneficial ownership of additional voting securities of the
                  Company, such subsequent acquisition shall be treated as an
                  acquisition that causes such Person to own 20% or more of the
                  Outstanding Voting Securities; or

         b)       Individuals who, as of the date hereof, constitute the Board
                  of Directors (the "Incumbent Board") cease for any reason to
                  constitute at least a majority of the Board; provided,
                  however, that any individual becoming a director subsequent to
                  the date hereof whose election, or nomination for election by
                  the Company's shareholders, was approved by a vote of at least
                  of a majority of the directors then comprising the Incumbent
                  Board shall be considered as though such individual were a
                  member of the Incumbent Board, but excluding, for this
                  purpose, any such individual whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest with respect to the election or removal of directors
                  or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a Person other than the Board; or


                                        5
<PAGE>


         c)       The approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company ("Business Combination") or, if consummation of such
                  Business Combination is subject, at the time of such approval
                  by stockholders, to the consent of any government or
                  governmental agency, the obtaining of such consent (either
                  explicitly or implicitly by consummation); excluding, however,
                  such a Business Combination pursuant to which (i) all or
                  substantially all of the individuals and entities who were the
                  beneficial owners of the Outstanding Voting Securities
                  immediately prior to such Business Combination beneficially
                  own, directly or indirectly, more than 60% of, respectively,
                  the then outstanding shares of common stock and the combined
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors, as
                  the case may be, of the corporation resulting from such
                  Business Combination (including, without limitation, a
                  corporation that as a result of such transaction owns the
                  Company or all or substantially all of the Company's assets
                  either directly or through one or more subsidiaries) in
                  substantially the same proportions as their ownership,
                  immediately prior to such Business Combination of the
                  Outstanding Voting Securities, (ii) no Person (excluding any
                  employee benefit plan (or related trust) of the Company or
                  such corporation resulting from such Business Combination)
                  beneficially owns, directly or indirectly, 20% or more of,
                  respectively, the then outstanding shares of common stock of
                  the corporation resulting from such Business Combination or
                  the combined voting power of the then outstanding voting
                  securities of such corporation except to the extent that such
                  ownership existed prior to the Business Combination and (iii)
                  at least a majority of the members of the board of directors
                  of the corporation resulting from such Business Combination
                  were members of the Incumbent Board at the time of the
                  execution of the initial agreement, or of the action of the
                  Board, providing for such Business Combination; or

         d)       approval by the stockholders of the Company of a complete
                  liquidation or dissolution of the Company.

         After such one (1) year period the normal Stock Option exercise
         provisions of the Plan shall govern. Notwithstanding any other
         provision of the Plan, but subject to Section 5, in the event a
         Participant's employment with the Company is terminated within two (2)
         years of any of the events specified in (a), (b), (c) or (d), all
         outstanding Stock Options of such Participant at that date of
         termination shall be exercisable for a period of six (6) months
         beginning on the date of termination.

         With respect to Stock Option grants outstanding as of the date of any
         such Change of Control which require the deposit of owned Common Stock
         as a condition to obtaining rights, the deposit requirement shall be
         terminated as of the date of the Change of Control and any such
         deposited stock shall be promptly returned to the Participant.

         In the event of a Change of Control, a Participant shall vest in all
         shares of Restricted Stock and Restricted Stock Units, effective as of
         the date of such Change of Control, and any deposited shares of Common
         Stock shall be promptly returned to the Participant.


                                        6
<PAGE>


12.      TERMINATION OF EMPLOYMENT

         a)       Resignation or Termination for Cause. If the Participant's
                  employment by the Company is terminated by either

                  (i)      the voluntary resignation of the Participant, or

                  (ii)     a Company discharge due to Participant's illegal
                           activities, poor work performance, misconduct or
                           violation of the Company's policies or practices,

                  then Participant's Stock Options shall terminate three months
                  after such termination (but in no event beyond the original
                  full term of the Stock Options) and no Stock Options shall
                  become exercisable after such termination, and all shares of
                  Restricted Stock and Restricted Stock Units which are subject
                  to restriction on the date of termination shall be forfeited.

         b)       Other Termination. If the Participant's employment by the
                  Company terminates for any reason other than specified in
                  Sections 11, 12 (a), (c), (d) or (e), the following rules
                  shall apply:

                  (i)      In the event that, at the time of such termination,
                           the sum of the Participant's age and service with the
                           Company equals or exceeds 70, the Participant's
                           outstanding Stock Options shall continue to become
                           exercisable, and shares of Restricted Stock and
                           Restricted Stock Units subject to share deposit
                           requirements shall continue to vest, each according
                           to the schedule established at the time of grant,
                           unless otherwise provided in the applicable Award
                           agreement. Shares of Restricted Stock and Restricted
                           Stock Units not subject to share deposit requirements
                           shall fully vest as of the date of termination. Stock
                           Options shall remain exercisable for the remaining
                           full term of such Stock Options.

                  (ii)     In the event that, at the time of such termination,
                           the sum of Participant's age and service with the
                           Company is less than 70, Participant's outstanding
                           unexercisable Stock Options and unvested Restricted
                           Stock and Restricted Stock Units shall become
                           exercisable or vest, as the case may be, as of the
                           date of termination, in a pro-rata amount based on
                           the full months of employment completed during the
                           full vesting period from the date of grant to the
                           date of termination with such newly-vested Stock
                           Options and Stock Options exercisable on the date of
                           termination remaining exercisable for the lesser of
                           one year from the date of termination and the
                           original full term of the Stock Option. All other
                           Stock Options, shares of Restricted Stock and
                           Restricted Stock Units shall be forfeited as of the
                           date of termination. Provided, however,


                                        7
<PAGE>


                           that if the Participant is an executive officer of
                           the Company, the Participant's outstanding Stock
                           Options which, as of the date of termination are not
                           yet exercisable, shall become exercisable effective
                           as of the date of such termination and, with all
                           outstanding Stock Options already exercisable on the
                           date of termination, shall remain exercisable for the
                           lesser of one year following the date of termination
                           and the original full term of the Stock Option, and
                           all shares of Restricted Stock and Restricted Stock
                           Units shall vest as of the date of termination.

         c)       Death. If a Participant dies while employed by the Company,
                  any Stock Option previously granted under this Plan may be
                  exercised by the person designated in such Participant's last
                  will and testament or, in the absence of such designation, by
                  the Participant's estate, to the full extent that such Stock
                  Option could have been exercised by such Participant
                  immediately prior to death. Any outstanding Stock Options
                  granted on or after June 1, 2002, which, as of the date of
                  death, are not yet exercisable, shall fully vest and become
                  exercisable upon death. Outstanding Stock Options granted
                  prior to June 1, 2002, which, as of the date of death, are not
                  yet exercisable, shall fully vest and become exercisable in a
                  pro-rata amount, based on the full months of employment
                  completed during the full vesting period of the Stock Option
                  from the date of grant to the date of death.

                  With respect to Stock Options which require the deposit of
                  owned Common Stock as a condition to obtaining exercise
                  rights, in the event a Participant dies while employed by the
                  Company, such Stock Options may be exercised as provided in
                  the first paragraph of this Section 12(c) and any owned Common
                  Stock deposited by the Participant pursuant to such grant
                  shall be promptly returned to the person designated in such
                  Participant's last will and testament or, in the absence of
                  such designation, to the Participant's estate, and all
                  requirements regarding deposit by the Participant shall be
                  terminated.

                  A Participant who dies during any applicable restricted
                  period, for Restricted Stock or Restricted Stock Units granted
                  on or after June 1, 2002, shall fully vest in such shares of
                  Restricted Stock or Restricted Stock Units, effective as the
                  date of death. A Participant who dies during any applicable
                  restricted period, for any Restricted Stock or Restricted
                  Stock Units granted prior to June 1, 2002, shall vest in a
                  proportionate number of such shares of Restricted Stock or
                  Restricted Stock Units, effective as of the date of death.
                  Such proportionate vesting shall be pro-rata, based on the
                  number of full months of employment completed during the
                  restricted period prior to the date of death, as a percentage
                  of the applicable restricted period.

         d)       Retirement. The Committee shall determine, at the time of
                  grant, the treatment of the Stock Options, Restricted Stock
                  and Restricted Stock Units upon the retirement of the
                  Participant. Unless other terms are specified in the original
                  Grant, if the termination of employment is due to a
                  Participant's retirement on or after age 55, the Participant
                  may exercise a Stock Option, subject to the original terms and
                  conditions of the Stock Option and shall fully vest in all
                  shares of Restricted Stock or Restricted Stock Units effective
                  as of the date of retirement (unless any such Award
                  specifically provides otherwise).


                                        8
<PAGE>


         e)       Spin-offs. If the termination of employment is due to the
                  cessation, transfer, or spin-off of a complete line of
                  business of the Company, the Committee, in its sole
                  discretion, shall determine the treatment of all outstanding
                  Awards under the Plan.


13.      ADMINISTRATION OF THE PLAN

         a)       Administration. The authority to control and manage the
                  operations and administration of the Plan shall be vested in
                  Committee in accordance with this Section 13.

         b)       Selection of Committee. The Committee shall be selected by the
                  Board, and shall consist of two or more members of the Board.

         c)       Powers of Committee. The authority to manage and control the
                  operations and administration of the Plan shall be vested in
                  the Committee, subject to the following:

                  (i)      Subject to the provisions of the Plan, the Committee
                           will have the authority and discretion to select from
                           among the eligible Company employees those persons
                           who shall receive Awards, to determine the time or
                           times of receipt, to determine the types of Awards
                           and the number of shares covered by the Awards, to
                           establish the terms, conditions, performance
                           criteria, restrictions, and other provisions of such
                           Awards, and (subject to the restrictions imposed by
                           Section 14) to cancel or suspend Awards. In making
                           such determinations, the Committee may take into
                           account the nature of services rendered by the
                           individual, the individual's present and potential
                           contribution to the Company's success and such other
                           factors as the Committee deems relevant.

                  (ii)     The Committee will have the authority and discretion
                           to establish terms and conditions of Awards as the
                           Committee determines to be necessary or appropriate
                           to conform to applicable requirements or practices of
                           jurisdictions outside of the United States.

                  (iii)    The Committee will have the authority and discretion
                           to interpret the Plan, to establish, amend, and
                           rescind any rules and regulations relating to the
                           Plan, to determine the terms and provisions of any
                           agreements made pursuant to the Plan, and to make all
                           other determinations that may be necessary or
                           advisable for the administration of the Plan.

                  (iv)     Any interpretation of the Plan by the Committee and
                           any decision made by it under the Plan is final and
                           binding.

         d)       Delegation by Committee. Except to the extent prohibited by
                  applicable law or the applicable rules of a stock exchange,
                  the Committee may allocate all or any portion of its
                  responsibilities and powers to any one or more of its members
                  and may delegate all or any part of its responsibilities and
                  powers to any person or persons selected by it. Any such
                  allocation or delegation may be revoked by the Committee at
                  any time.


                                        9
<PAGE>


14.      AMENDMENTS OF THE PLAN

         The Committee may from time to time prescribe, amend and rescind rules
         and regulations relating to the Plan. Subject to the approval of the
         Board of Directors, where required, the Committee may at any time
         terminate, amend, or suspend the operation of the Plan, provided that
         no action shall be taken by the Committee to:

         a)       permit granting of Stock Options at less than Fair Market
                  Value; and

         b)       except as provided in Section 6, permit the repricing of
                  outstanding Stock Options.

         No termination, modification, suspension, or amendment of the Plan
         shall alter or impair the rights of any Participant pursuant to an
         outstanding Award without the consent of the Participant. There is no
         obligation for uniformity of treatment of Participants under the Plan.


15.      FOREIGN JURISDICTIONS

         The Committee may adopt, amend, and terminate such arrangements, not
         inconsistent with the intent of the Plan, as it may deem necessary or
         desirable to make available tax or other benefits of the laws of any
         foreign jurisdiction, to employees of the Company who are subject to
         such laws and who receive Awards under the Plan.


16.      NOTICES

         All notices to the Company regarding the Plan shall be in writing,
         effective as of actual receipt by the Company, and shall be sent to:

                  General Mills, Inc.
                  Number One General Mills Boulevard
                  Minneapolis, Minnesota  55426
                  Attention:  Corporate Compensation



Effective September 28, 1998
As Amended December 13, 1999
As Amended July 1, 2000
As Amended December 17, 2001
As Amended May 17, 2002


                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>9
<FILENAME>genmills023880_ex12.txt
<DESCRIPTION>STATEMENT RE: COMPUTATION OF RATIOS
<TEXT>
                                                                      EXHIBIT 12


                               GENERAL MILLS, INC.
                       RATIO OF EARNINGS TO FIXED CHARGES


<TABLE>
<CAPTION>
                                                           FISCAL YEAR ENDED
                                      -------------------------------------------------------------
                                        May 26,     May 27,      May 28,     May 30,      May 31,
                                         2002        2001         2000        1999         1998
                                         ----        ----         ----        ----         ----
<S>                                      <C>         <C>          <C>         <C>          <C>
Ratio of Earnings to Fixed Charges       2.50        5.29         6.25        6.67         5.63
</TABLE>

     For purposes of computing the ratio of earnings to fixed charges, earnings
represent pretax income from operations, plus pretax earnings or losses of joint
ventures, plus fixed charges, less adjustment for capitalized interest. Fixed
charges represent gross interest expense plus one-third (the proportion deemed
representative of the interest factor) of rents of continuing operations.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>10
<FILENAME>genmills023880_ex13.txt
<DESCRIPTION>2002 ANNUAL REPORT TO STOCKHOLDERS
<TEXT>
                                                                      EXHIBIT 13


MANAGEMENT'S DISCUSSION AND ANALYSIS
.................................................................................

General Mills is a global consumer foods company. We compete in markets around
the world by developing differentiated food products that consumers recognize as
superior to alternative offerings. We market our value-added products under
unique brand names, and build the equity of those brands with strong
consumer-directed advertising and innovative merchandising. We believe this
brand-building strategy is the key to winning and sustaining market share
leadership. With the addition of the Pillsbury businesses, we have expanded our
portfolio of leading consumer brands. We believe that this portfolio will
generate superior financial returns for our share holders over the long term.

Our financial performance is determined by how well we execute the key elements
of our business model. These business drivers are: unit volume growth, which is
the single most critical element; productivity initiatives, to mitigate the
effects of cost inflation; efficient utilization of capital; and prudent
management of risk. This section of the annual report discusses our critical
accounting policies, the results of our operations, our liquidity and financial
condition, and our risk management practices.

CRITICAL ACCOUNTING POLICIES For a complete description of our significant
accounting policies, please see Note One on page 24 of this report. Our critical
accounting policies are those that have meaningful impact on the reporting of
our financial condition and results, and that require significant management
judgment and estimates. These policies include our accounting for (a) trade and
consumer promotion activities; (b) asset impairments; and (c) income taxes.

The amount and timing of expense recognition for trade and consumer promotion
activities involve management judgment related to estimated participation and
performance levels. The vast majority of year-end liabilities associated with
these activities are resolved within the following fiscal year and therefore do
not require highly uncertain long-term estimates.

Evaluating the impairment of long-lived assets, including goodwill, involves
management judgment in estimating the fair values and future cash flows related
to these assets. Although the predictability of long-term cash flows may be
somewhat uncertain, our evaluations indicate fair values of assets significantly
in excess of stated book values. Therefore, we believe the risk of unrecognized
impairment is low.

Income tax expense involves management judgment as to the ultimate resolution of
any tax issues. Historically, our assessments of the ultimate resolution of tax
issues have been reasonably accurate. The current open issues are not dissimilar
from historical items.

NEW ACCOUNTING RULES ADOPTED In fiscal 2002, we adopted four new accounting
policies, all required by new accounting standards. Each of these new rules is
discussed in more detail in Note One (N) to the consolidated financial
statements.

At the beginning of the year, we adopted Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which requires all derivatives to be recorded at fair value on the
balance sheet and establishes new accounting rules for hedging. The cumulative
effect of adopting this accounting change was a $3 million after-tax charge to
earnings and a $158 million after-tax charge to Accumulated Other Comprehensive
Income, recorded in the first quarter of fiscal 2002.

SFAS No. 141, "Business Combinations," requires all business combinations to be
accounted for using the purchase method. The Pillsbury transaction was accounted
for as a purchase. Under SFAS No. 142, "Goodwill and Other Intangible Assets,"
the amortization of goodwill is eliminated and goodwill is tested for
impairment. We completed our assessment of goodwill in the second quarter of
2002 and found no impairment.

In the fourth quarter of 2002, we adopted Emerging Issues Task Force (EITF)
Issue 01-09, which resulted in the reclassification of certain coupon and trade
promotion expenses from selling, general and administrative expenses to a
reduction of net sales. All sales and selling, general and administrative
expenses throughout this report and our consolidated financial statements
reflect the adoption of Issue 01-09.


12
<PAGE>


.................................................................................

RESULTS OF OPERATIONS - 2002 VS. 2001 The acquisition of The Pillsbury Company,
on Oct. 31, 2001, significantly affected fiscal 2002 comparisons for our results
of operations. Annual net sales rose 46 percent, to $7.95 billion, including
seven months of Pillsbury results. Worldwide unit volume for fiscal 2002 was 49
percent above last year's. However, on a comparable basis, as if General Mills
had owned Pillsbury for all of fiscal 2001 and 2002, worldwide unit volume grew
only slightly. This performance, caused by the initial disruption of combining
General Mills' and Pillsbury's organizations, was significantly below General
Mills' historical trends and reduced our earnings in fiscal 2002.

The Pillsbury acquisition also materially altered our business structure. Our
Bakeries and Foodservice and International business segments, which now
represent larger portions of our sales and earnings, have lower gross margins
than General Mills' historical margin. These businesses also are generally
supported with lower marketing spending as a percent of sales.

Cost of goods sold as a percent of sales rose from 52 percent in fiscal 2001 to
60 percent in 2002. The increase was due to our new business structure, along
with weak unit volume trends that greatly reduced operating leverage.

Selling, general and administrative costs declined as a percent of sales, from
26 percent in fiscal 2001 to 24 percent in fiscal 2002. This reflects lower
marketing spending levels in Bakeries and Foodservice and International, and the
benefit of administrative cost synergies achieved in the second half of the
year.

Earnings before interest, taxes and unusual items (EBIT) grew 9 percent to $1.27
billion. Earnings after tax declined 10 percent before unusual items, reflecting
the impact of additional interest expense associated with the Pillsbury
acquisition. Average diluted shares outstanding were 342 million in 2002, up 17
percent from 292 million in fiscal 2001 due to the additional shares issued to
Diageo. Diluted earnings per share excluding unusual items and the effect of
adopting SFAS No. 133 discussed earlier were $1.70, 25 percent lower than the
$2.28 earned in 2001 (comparable for the elimination of goodwill amortization).

Our fiscal 2002 net results included unusual items expense of $190 million
pretax, $120 million after tax, or 35 cents per diluted share. After unusual
items and the accounting change, our net diluted EPS was $1.34 compared to $2.28
in fiscal 2001. These unusual expenses primarily were related to Pillsbury
transaction and integration costs, and costs for reconfiguring General Mills'
cereal manufacturing necessitated by the sale of our Toledo, Ohio, plant as
required to obtain regulatory clearance for the acquisition of Pillsbury. Other
fiscal 2002 unusual items included expenses related to our decision in fiscal
2001 to exit the Squeezit beverage business, flour mill restructuring/closing
charges and expenses net of insurance recovery associated with a flash flood in
July 2001 at our Cincinnati, Ohio, cereal plant. These expenses were partially
offset by insurance settlement proceeds related to a 1994 oats handling
incident. We anticipate additional unusual expense related to Pillsbury
transaction and integration activities in fiscal 2003. Our current estimate of
this unusual expense is approximately $100 million pretax.

FISCAL 2002
OPERATING PROFIT
BY SEGMENT
(before unusual items)

[PIE CHART]

U.S. Retail                85%
Bakeries and Foodservice   12%
International               3%

U.S. RETAIL SEGMENT Our U.S. Retail segment includes Big G cereals, Meals,
Pillsbury USA, Baking Products, Snacks, Yoplait-Colombo and Small Planet Foods.
Net sales for these operations totaled $6.14 billion in fiscal 2002, compared to
$4.79 billion in fiscal 2001. Operating profits before unusual items totaled
$1.07 billion, up 1 percent from the prior year. Comparable unit volume was 1
percent below the prior year, primarily due to the disruption caused by our
sales force integration, as well as a reduced level of new products and
promotional activity during the integration period. Volume gains in
Yoplait-Colombo, Snacks and Pillsbury USA were more than offset by declines in
Big G cereals, Meals and Baking Products.

BAKERIES AND FOODSERVICE SEGMENT Our Bakeries and Foodservice business includes
sales to wholesale and retail bakeries, foodservice distributors, convenience
stores, vending and foodservice operators. Net sales for our Bakeries and
Foodservice operations reached $1.03 billion in fiscal 2002 compared to $397
million in fiscal 2001, and operating profits before unusual items rose 60
percent to $146 million, reflecting the incremental contribution from
Pillsbury's operations and good growth in General Mills' foodservice business.
Comparable unit volume was essentially unchanged, reflecting overall weak
foodservice industry trends and lower results for our in-store retail bakery
segment.


                                                                              13
<PAGE>


INTERNATIONAL SEGMENT Our International operations include our business in
Canada, as well as our consolidated operations in Europe, Asia and Latin
America. With the addition of Pillsbury's international businesses, net sales
for our International operations totaled $778 million in fiscal 2002 compared to
$263 million in 2001. Operating profits before unusual items grew to $45
million, more than double last year's $17 million total. Comparable unit volume
rose 4 percent for the year, driven by good growth in Canada, Europe and Asia.

CORPORATE ITEMS Interest expense roughly doubled in fiscal 2002 to $416 million,
as we incurred additional debt related to our Pillsbury acquisition and our
repurchase of 55 million shares from Diageo. We have entered into interest rate
swap contracts to lock in our interest rate on floating-rate debt. These
contracts total a net $3.5 billion in notional amount and convert floating-rate
debt to an average fixed rate of approximately 6 percent with maturities
averaging three years. Taking into account the effect of these interest rate
swaps, the average interest rate on our total debt is approximately 6 1/2
percent. For fiscal 2003, we estimate our interest expense will be approximately
$600 million. Our effective tax rate in fiscal 2002 was 36 percent. We expect
our tax rate for fiscal 2003 to be a maximum of 35 1/2 percent, and we may be
able to reduce it further during the year.

JOINT VENTURE EARNINGS
(after tax, dollars in millions)

[BAR CHART]

98     -9
99    -15
00      3
01     17
02     33

JOINT VENTURES General Mills' proportionate share of joint venture net sales
grew to $777 million, compared to $666 million in fiscal 2001. Total after-tax
earnings from joint venture operations reached $33 million in fiscal 2002,
compared with $17 million reported a year earlier. Profits for Cereal Partners
Worldwide (CPW), our joint venture with Nestle, and Snack Ventures Europe (SVE),
our joint venture with PepsiCo, together grew to $31 million. In addition,
Haagen-Dazs joint ventures established by Pillsbury in Asia contributed profits
for the six months included in our results. These profit gains were partially
offset by introductory marketing expense of 8th Continent, the Company's soymilk
joint venture with DuPont.

FISCAL 2001 RESULTS VS. 2000 In fiscal 2001, net sales grew 5 percent to $5.45
billion. Operating profits grew 6 percent to $1.17 billion before an unusual
gain from a partial insurance settlement related to a 1994 oats handling
incident. Earnings after tax excluding unusual items grew 5 percent to $643
million. Excluding unusual items, diluted earnings per share comparable for
goodwill grew 10 percent to $2.28, up from $2.07 in fiscal 2000. Net earnings
after tax were $665 million in fiscal 2001 compared to $614 million in fiscal
2000. Net earnings per diluted share comparable for goodwill were $2.35 compared
to $2.07 in fiscal 2000. Net earnings per diluted share as reported were $2.28
vs. $2.00 in fiscal 2000.

Total U.S. Retail unit volume grew 4 percent in fiscal 2001, led by gains in Big
G cereals, Yoplait-Colombo and Snacks. Net sales grew 5 percent to $4.79
billion. Operating profits grew 4 percent to $1.06 billion. Foodservice results
in 2001 included 9 percent unit volume growth. Net sales and operating profit
each grew 12 percent, to $397 million and $91 million, respectively.
International unit volume grew 10 percent with gains across our business. Net
sales were up 2 percent to $263 million and operating profit was essentially
flat at $17 million.

Fiscal 2000 earnings before unusual items grew 8 percent to $614 million.
Diluted earnings per share before unusual items and comparable for goodwill grew
12 percent to $2.07 from $1.85. Net earnings after tax grew to $614 million
compared to $535 million for fiscal 1999. Net earnings per diluted share
comparable for goodwill grew to $2.07 from $1.75. Net earnings per diluted share
as reported increased to $2.00 from $1.70 in fiscal 1999. Net sales grew 7
percent to reach $5.2 billion.

It is our view that changes in the general rate of inflation have not had a
significant effect on profitability over the three most recent years. We attempt
to minimize the effects of inflation through appropriate planning and operating
practices. Our market risk management practices are discussed later in this
section.

CASH FLOWS Sources and uses of cash in the past three years are shown in the
following table. Over the most recent three-year period, General Mills'
operations have generated $2.4 billion in cash. In 2002, cash flow from
operations totaled $916 million. That was up from the previous year due to
higher operating earnings before depreciation, amortization and unusual items,
as well as decreased use of working capital, partially offset by components of
our earnings which did not generate operating cash flows: pension income and
joint venture earnings.

CASH FLOW FROM OPERATIONS
(dollars in millions)

[BAR CHART]

98     805
99     713
00     725
01     740
02     916


14
<PAGE>


CASH SOURCES (USES)

<TABLE>
<CAPTION>
In Millions, Fiscal Year                                         2002        2001        2000
- ---------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>         <C>
From continuing operations                                   $    916    $    740    $    725
From discontinued operations                                       (3)         (3)         (3)
Fixed assets, net                                                (485)       (306)       (262)
Investments in businesses, intangibles and affiliates, net     (3,688)        (96)       (295)
Change in marketable securities                                    24         (28)         (6)
Proceeds from disposition of businesses                           939          --          --
Other investments, net                                            (61)        (30)         (1)
Increase in outstanding debt, net                               5,746         183         956
Proceeds from minority investors                                  150          --          --
Common stock issued                                               139         107          76
Treasury stock purchases                                       (2,436)       (226)       (820)
Dividends paid                                                   (358)       (312)       (329)
Other                                                              28          10         (20)
- ---------------------------------------------------------------------------------------------
Increase in Cash and Cash Equivalents                        $    911    $     39    $     21
=============================================================================================
</TABLE>

In fiscal 2002, capital investment for fixed assets grew to $540 million,
including seven months of Pillsbury fixed asset spending. We expect capital
expenditures to increase in fiscal 2003, to approximately $750 million. Regular
capital investment will grow as we support a full year of Pillsbury-related
fixed asset spending. We also plan to add capacity for fast-growing businesses
such as YOPLAIT yogurt. In addition, we have two acquisition-related projects
requiring capital expenditures in 2003. We have construction costs to expand our
headquarters so that we can consolidate at one location. We also are integrating
Pillsbury into General Mills' information systems.

In order to obtain regulatory clearance for the acquisition of Pillsbury, we
arranged to divest certain businesses as described more fully in Note Two on
page 26 of this report. In addition, Nestle USAexercised its right, triggered by
the change of ownership of Pillsbury, to purchase our stake in a joint venture.
Net cash proceeds from these dispositions of $939 million were used to reduce
our debt level.

Dividends in 2002 totaled $1.10 per share, a payout of 65 percent of diluted
earnings per share before unusual items. We intend to maintain the prevailing
$1.10 annual dividend rate per share in fiscal 2003. We currently estimate that
average diluted shares outstanding in fiscal 2003 will increase to 382 million.

Cash used for share repurchases in 2002 totaled $2.44 billion. Of that, $2.32
billion was used to repurchase 55 million shares from Diageo at a price of
$42.14 per share. The company repurchased an additional 3.2 million shares on
the open market at an average price of approximately $28, net of put and call
option premiums. We do not expect to repurchase any significant number of shares
in fiscal 2003.

FINANCIAL CONDITION Our balance sheet changed significantly with the acquisition
of Pillsbury. As shown in the table below, our adjusted debt plus minority
interest grew to over $9 billion, and our stockholders' equity grew to $3.6
billion due to the net 79 million shares issued to Diageo. The market value of
General Mills stockholders' equity increased as well, due to price appreciation
and the increase in shares outstanding. As of May 26, 2002, our equity market
capitalization was $16.6 billion, based on a price of $45.10 per share with 367
million basic shares outstanding. Our total market capitalization, including
debt, minority interest and equity capital, is shown in the chart at right.

TOTAL CAPITALIZATION
(at fiscal year-end, dollars in billions)

[BAR CHART]

                                     ADJUSTED DEBT
       MARKET VALUE OF EQUITY    PLUS MINORITY INTEREST

00             11.7                       3.5
01             12.0                       3.6
02             16.6                       9.1


CAPITAL STRUCTURE

<TABLE>
<CAPTION>
In Millions                                           MAY 26, 2002      May 27, 2001
- ------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
Notes payable                                             $  3,600          $    858
Current portion of long-term debt                              248               349
Long-term debt                                               5,591             2,221
Deferred income taxes - tax leases                              71                74
- ------------------------------------------------------------------------------------
Total debt                                                   9,510             3,502
Debt adjustments:
   Leases - debt equivalent                                    423               266
   Certain cash and cash equivalents                          (894)               --
   Marketable investments, at cost                            (135)             (143)
- ------------------------------------------------------------------------------------
Adjusted debt                                                8,904             3,625
Minority interest                                              153                --
- ------------------------------------------------------------------------------------
Adjusted debt plus minority interest                         9,057             3,625
Stockholders' equity                                         3,576                52
- ------------------------------------------------------------------------------------
Total Capital                                             $ 12,633          $  3,677
====================================================================================
</TABLE>

On Oct. 31, 2001, when we acquired Pillsbury, the associated debt we took on was
primarily short term. In February 2002, we issued $3.5 billion in five- and
10-year bonds, replacing a portion of that short-term debt. As discussed
earlier, we have entered into interest rate swap contracts to lock in our
interest rate on our floating-rate debt. Combined, nearly 90 percent of our debt
is now fixed rate. We consider our leases and deferred income taxes related to
tax leases as part of our debt structure, and both are fixed-rate obligations.
The next table, when reviewed in conjunction with the capital structure table,
shows the composition of our debt structure including the impact of using
derivative instruments.


                                                                              15
<PAGE>


DEBT STRUCTURE

<TABLE>
<CAPTION>
In Millions                                     MAY 26, 2002         May 27, 2001
- ------------------------------------------------------------------------------------
<S>                                           <C>          <C>     <C>          <C>
Floating-rate                                 $  602         7%    $1,974        55%
Fixed-rate                                     7,961        88%     1,311        36%
Leases - debt equivalent                         423         4%       266         7%
Deferred income taxes - tax leases                71         1%        74         2%
- ------------------------------------------------------------------------------------
Adjusted Debt plus Minority Interest          $9,057       100%    $3,625       100%
====================================================================================
</TABLE>

At the end of fiscal 2002, approximately half of our debt was long term, 41
percent was short term (excluding the impact of reclassification from our
long-term credit facility), and the balance was leases and tax-benefit leases.
We plan to refinance the majority of our short-term debt with long-term debt in
fiscal 2003.

Commercial paper is a continuing source of short-term financing. We can issue
commercial paper in the United States and Canada, as well as in Europe through a
program established in fiscal 1999. The table below details the fee-paid credit
lines we had available as of May 26, 2002. We have $4 billion in committed
credit lines available to us, $2.1 billion as part of our core facilities and
$1.9 billion as part of a bridge facility we set up at the time of the
acquisition. Additionally, we have $45 million in uncommitted credit lines
available.

COMMITTED CREDIT FACILITIES

<TABLE>
<CAPTION>
                                                              Amount        Expiration
- --------------------------------------------------------------------------------------
<S>                                                    <C>                <C>
Core Facilities                                        $1.05 billion      January 2003
                                                       $1.05 billion      January 2006
Bridge Facility                                        $1.90 billion      October 2002
- --------------------------------------------------------------------------------------
Total Credit Lines                                     $4.00 billion
======================================================================================
</TABLE>

We believe that two important measures of financial strength are the ratios of
fixed charge coverage and cash flow to debt. With the increased debt associated
with our acquisition, our fixed charge coverage in fiscal 2002 was 2.9 times
before unusual items, and cash flow to debt was 10 percent. We do not expect to
pay down any significant amount of debt in 2003. However, given the cash
generating nature of our business, we expect that stronger cash flow over the
following years will allow us to reduce our debt and significantly strengthen
our ratios. Our goal is to return to a mid single-A rating for our long-term
debt, and to the top tier short-term rating, where we were prior to our
announcement of the Pillsbury acquisition.

Currently, Standard and Poor's Corporation has ratings of "BBB+" on our publicly
held long-term debt and "A-2" on our commercial paper. Moody's Investors
Services, Inc. has ratings of "Baa1" for our long-term debt and "P-2" for our
commercial paper. Fitch Ratings, Inc. rates our long-term debt "BBB+" and our
commercial paper "F-2." Dominion Bond Rating Service in Canada currently rates
General Mills as "A-low."

In fiscal 2002, we established a minority interest structure, which provides
some attractive opportunities for us to refinance some of our short-term debt.
In May, we sold a minority interest in a subsidiary to a third-party investor
for $150 million. This subsidiary holds some of our manufacturing assets and
trademarks. All assets, liabilities and results of operations of the subsidiary
are reflected in our financial statements, and the third party's investment is
reflected as minority interest on our balance sheet. We did not have any
preferred distribution obligations to the third-party investor in fiscal 2002.
We may sell additional minority interests, as this structure may provide
favorable financing terms, be viewed more positively by the rating agencies and
generate tax efficiencies. Subsequent to fiscal year end, we sold a minority
interest in another subsidiary for $150 million. For more information on these
minority interests, refer to Note Nine on page 32 of this report.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

LONG-TERM FINANCIAL OBLIGATIONS

<TABLE>
<CAPTION>
                                                 Less Than
In Millions, Payments Due by Period       Total     1 Year    1-3 Years   4-5 Years   After 5 Years
- ---------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>          <C>         <C>             <C>
Long-term debt, including
   current maturities                    $5,839     $  248       $  329      $1,590          $3,672
Operating leases                            287         59           79          53              96
- ---------------------------------------------------------------------------------------------------
Total                                    $6,126     $  307       $  408      $1,643          $3,768
===================================================================================================
</TABLE>

Our other commercial commitments as of May 26, 2002, include:

*  Guarantees of approximately $212 million of debt and other obligations of
   unconsolidated affiliates, primarily CPW and SVE.

*  Commitments for the purchase of goods, services and equipment to be used in
   the production of our products for approximately $500 million with terms up
   to three years. These commitments do not exceed projected requirements over
   the related terms and are in the normal course of business.

We are contingently liable for the payment of up to $395 million to Diageo,
depending on the General Mills stock price during the 20-day period preceding
April 30, 2003.

EURO CONVERSION Twelve of the 15 member countries of the European Economic and
Monetary Union adopted the euro as a common legal currency in January 2002.
General Mills' operating subsidiaries affected have addressed the systems and
business issues raised by the euro currency conversion. These issues included,
among others (1) the need to adapt computer and other business systems and
equipment to accommodate euro-denominated transactions; and (2) the competitive
impact of cross-border price transparency. The euro conversion has not had
material impact on General Mills' operations or financial results.


16
<PAGE>


MARKET RISK MANAGEMENT Our Company is exposed to market risk stemming from
changes in interest rates, foreign exchange rates and commodity prices. Changes
in these factors could cause fluctuations in our earnings and cash flows. In the
normal course of business, we actively manage our exposure to these market risks
by entering into various hedging transactions, authorized under company policies
that place clear controls on these activities. The counterparties in these
transactions are highly rated financial institutions. Our hedging transactions
include (but are not limited to) the use of a variety of derivative financial
instruments. We use derivatives only where there is an underlying exposure; we
do not use them for trading or speculative purposes. Additional information
regarding our use of financial instruments is included in Note Seven to the
consolidated financial statements.

INTEREST RATES - We manage our debt structure and our interest rate risk through
the use of fixed- and floating-rate debt, and through the use of derivatives. We
use interest rate swaps to hedge our exposure to interest rate changes, and also
to lower our financing costs. Generally under these swaps, we agree with a
counterparty to exchange the difference between fixed-rate and floating-rate
interest amounts based on an agreed notional principal amount. Our primary
exposure is to U.S. interest rates.

FOREIGN CURRENCY RATES - Foreign currency fluctuations can affect our net
investments and earnings denominated in foreign currencies. We primarily use
foreign currency forward contracts and option contracts to selectively hedge our
cash flow exposure to changes in exchange rates. These contracts function as
hedges, since they change in value inversely to the change created in the
underlying exposure as foreign exchange rates fluctuate. Our primary exchange
rate exposure is with the Canadian dollar, the euro, the Japanese yen and the
British pound against the U.S. dollar.

COMMODITIES - Certain ingredients used in our products are exposed to commodity
price changes. We manage this risk through an integrated set of financial
instruments, including purchase orders, noncancelable contracts, futures
contracts, futures options and swaps. Our primary commodity price exposures are
to cereal grains, sugar, vegetables, fruits, other agricultural products,
vegetable oils, packaging materials and energy costs.

VALUE AT RISK - These estimates are intended to measure the maximum potential
fair value General Mills could lose in one day from adverse changes in market
interest rates, foreign exchange rates or commodity prices, under normal market
conditions. A Monte Carlo (VAR) methodology was used to quantify the market risk
for our exposures. The models assumed normal market conditions and used a 95
percent confidence level.

The VAR calculation used historical interest rates, foreign exchange rates and
commodity prices from the past year to estimate the potential volatility and
correlation of these rates in the future. The market data were drawn from the
RiskMetrics(TM) data set. The calculations are not intended to represent actual
losses in fair value that we expect to incur. Further, since the hedging
instrument (the derivative) inversely correlates with the underlying exposure,
we would expect that any loss or gain in the fair value of our derivatives would
be generally offset by an increase or decrease in the fair value of the
underlying exposures. The positions included in the calculations were: debt;
investments; interest rate swaps; foreign exchange forwards and options; and
commodity swaps, futures and options. The calculations do not include the
underlying foreign exchange and commodities-related positions that are hedged by
these market-risk-sensitive instruments.

The table below presents the estimated maximum potential one-day loss in fair
value for our interest rate, foreign currency and commodity
market-risk-sensitive instruments outstanding on May 26, 2002. The amounts were
calculated using the VAR methodology described earlier.

<TABLE>
<CAPTION>
                                                               Fair Value Impact
- ------------------------------------------------------------------------------------------
In Millions                        AT MAY 26, 2002   Average during 2002   At May 27, 2001
- ------------------------------------------------------------------------------------------
<S>                                            <C>                   <C>               <C>
Interest rate instruments                      $39                   $36               $28
Foreign currency instruments                     1                     1                 1
Commodity instruments                            1                     1                 1
==========================================================================================
</TABLE>

FORWARD-LOOKING STATEMENTS Throughout this report to shareholders, we discuss
some of our expectations regarding the Company's future performance. All of
these forward-looking statements are based on our current expectations and
assumptions. Such statements are subject to certain risk and uncertainties that
could cause actual results to differ.

In particular, our predictions about future volume and earnings could be
affected by difficulties resulting from the Pillsbury acquisition, such as
integration problems; failure to achieve synergies; unanticipated liabilities;
inexperience in new business lines; and changes in the competitive environment.
Our future results also could be affected by a variety of additional factors
such as: competitive dynamics in the U.S. ready-to-eat cereal market, including
pricing and promotional spending levels by competitors; the impact of
competitive products and pricing; product development; actions of competitors
other than as described above; acquisitions or disposals of business assets;
changes in capital structure; changes in laws and regulations, including changes
in accounting standards; customer demand; effectiveness of advertising and
marketing spending or programs; consumer perception of health-related issues;
and economic conditions including currency rate fluctuations. The Company
undertakes no obligation to publicly revise any forward-looking statements to
reflect future events or circumstances.


                                                                              17
<PAGE>


SIX-YEAR FINANCIAL SUMMARY                              General Mills, Inc. 2002

<TABLE>
<CAPTION>
In Millions, Except per Share Data           MAY 26, 2002   May 27, 2001   May 28, 2000   May 30, 1999   May 31, 1998
- ---------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>            <C>            <C>            <C>
FINANCIAL RESULTS
Earnings per share - basic                        $  1.38        $  2.34        $  2.05        $  1.74        $  1.33
Earnings per share - diluted                         1.34           2.28           2.00           1.70           1.30
Dividends per share                                  1.10           1.10           1.10           1.08           1.06
Return on average total capital                       9.1%          23.6%          24.4%          23.7%          20.0%
Net sales                                           7,949          5,450          5,173          4,834          4,736
Costs and expenses:
   Cost of sales                                    4,767          2,841          2,698          2,593          2,538
   Selling, general and administrative              1,909          1,440          1,376          1,223          1,248
   Interest, net                                      416            206            152            119            117
   Unusual expenses (income)                          190            (35)            --             41            156
Earnings before taxes and earnings (losses) of
   joint ventures                                     667            998            947            858            677
Income taxes                                          239            350            336            308            246
Earnings (losses) of joint ventures                    33             17              3            (15)            (9)
Earnings before accounting changes                    461            665            614            535            422
Accounting changes                                     (3)            --             --             --             --
Earnings including accounting changes                 458            665            614            535            422
Earnings before interest, taxes and unusual items   1,273          1,169          1,099          1,018            950
Earnings before interest, taxes and unusual
   items as a % of sales                             16.0%          21.4%          21.2%          21.1%          20.1%
Earnings before interest, taxes, depreciation,
   amortization and unusual items                   1,569          1,392          1,308          1,212          1,145
Earnings as a % of sales                              5.8%          12.2%          11.9%          11.1%           8.9%
Average common shares:
   Basic                                              331            284            299            306            316
   Diluted                                            342            292            307            315            325
- ---------------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION
Total assets                                       16,540          5,091          4,574          4,141          3,861
Land, buildings and equipment, net                  2,764          1,501          1,405          1,295          1,186
Working capital at year-end                        (2,310)          (801)        (1,339)          (598)          (408)
Long-term debt, excluding current portion           5,591          2,221          1,760          1,702          1,640
Stockholders' equity                                3,576             52           (289)           164            190
- ---------------------------------------------------------------------------------------------------------------------
OTHER STATISTICS
Total dividends                                       358            312            329            331            336
Purchases of land, buildings and equipment            506            307            268            281            184
Research and development                              131             83             77             70             66
Advertising media expenditures                        489            358            361            348            366
Wages, salaries and employee benefits               1,105            666            644            636            608
Number of employees (actual)                       29,859         11,001         11,077         10,664         10,228
- ---------------------------------------------------------------------------------------------------------------------
Common stock price:
   High for year                                    52.86          46.35          43.94          42.34          39.13
   Low for year                                     41.61          31.38          29.38          29.59          30.00
   Year-end                                         45.10          42.20          41.00          40.19          34.13
=====================================================================================================================
</TABLE>

ALL SHARE AND PER SHARE DATA HAVE BEEN ADJUSTED FOR THE TWO-FOR-ONE STOCK SPLIT
IN NOVEMBER 1999.

ALL SALES-RELATED AND SELLING, GENERAL AND ADMINISTRATIVE INFORMATION PRIOR TO
FISCAL 2002 HAS BEEN RESTATED FOR THE ADOPTION OF EITF ISSUE 01-09.


18
<PAGE>


INDEPENDENT AUDITORS' REPORT

The Stockholders and the Board of Directors of General Mills, Inc.:

We have audited the accompanying consolidated balance sheets of General Mills,
Inc. and subsidiaries as of May 26, 2002 and May 27, 2001, and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the fiscal years in the three-year period ended May 26, 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of General Mills, Inc.
and subsidiaries as of May 26, 2002 and May 27, 2001, and the results of their
operations and their cash flows for each of the fiscal years in the three-year
period ended May 26, 2002 in conformity with accounting principles generally
accepted in the United States of America.


/s/ KPMG LLP

Minneapolis, Minnesota
June 24, 2002


                                                                              19
<PAGE>


CONSOLIDATED STATEMENTS OF EARNINGS                     General Mills, Inc. 2002

<TABLE>
<CAPTION>
In Millions, Except per Share Data, Fiscal Year Ended                    MAY 26, 2002    May 27, 2001    May 28, 2000
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>             <C>             <C>
Net Sales                                                                     $ 7,949         $ 5,450         $ 5,173
Costs and Expenses:
   Cost of sales                                                                4,767           2,841           2,698
   Selling, general and administrative                                          1,909           1,440           1,376
   Interest, net                                                                  416             206             152
   Unusual items - expense (income)                                               190             (35)             --
- ---------------------------------------------------------------------------------------------------------------------
      Total Costs and Expenses                                                  7,282           4,452           4,226
- ---------------------------------------------------------------------------------------------------------------------
Earnings before Taxes and Earnings from Joint Ventures                            667             998             947
Income Taxes                                                                      239             350             336
Earnings from Joint Ventures                                                       33              17               3
- ---------------------------------------------------------------------------------------------------------------------
Earnings before Cumulative Effect of Change in Accounting Principle               461             665             614
Cumulative Effect of Change in Accounting Principle                                (3)             --              --
- ---------------------------------------------------------------------------------------------------------------------
Net Earnings                                                                  $   458         $   665         $   614
=====================================================================================================================

Earnings per Share - Basic:
   Earnings before cumulative effect of change in accounting principle        $  1.39         $  2.34         $  2.05
   Cumulative effect of change in accounting principle                           (.01)             --              --
- ---------------------------------------------------------------------------------------------------------------------
      Net Earnings per Share - Basic                                          $  1.38         $  2.34         $  2.05
=====================================================================================================================
Average Number of Common Shares                                                   331             284             299
=====================================================================================================================

Earnings per Share - Diluted:
   Earnings before cumulative effect of change in accounting principle        $  1.35         $  2.28         $  2.00
   Cumulative effect of change in accounting principle                           (.01)             --              --
- ---------------------------------------------------------------------------------------------------------------------
      Net Earnings per Share - Diluted                                        $  1.34         $  2.28         $  2.00
=====================================================================================================================
Average Number of Common Shares - Assuming Dilution                               342             292             307
=====================================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


20
<PAGE>


CONSOLIDATED BALANCE SHEETS                             General Mills, Inc. 2002

<TABLE>
<CAPTION>
In Millions                                                                             MAY 26, 2002     May 27, 2001
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>              <C>
ASSETS
Current Assets:
   Cash and cash equivalents                                                                $    975         $     64
   Receivables, less allowance for doubtful accounts of $21 in 2002 and $6 in 2001             1,010              664
   Inventories                                                                                 1,055              519
   Prepaid expenses and other current assets                                                     156               99
   Deferred income taxes                                                                         241               62
- ---------------------------------------------------------------------------------------------------------------------
      Total Current Assets                                                                     3,437            1,408
Land, Buildings and Equipment at cost, net                                                     2,764            1,501
Goodwill                                                                                       8,473              804
Other Intangible Assets                                                                           90               66
Other Assets                                                                                   1,776            1,312
- ---------------------------------------------------------------------------------------------------------------------
Total Assets                                                                                $ 16,540         $  5,091
=====================================================================================================================

LIABILITIES AND EQUITY
Current Liabilities:
   Accounts payable                                                                         $  1,217         $    619
   Current portion of long-term debt                                                             248              349
   Notes payable                                                                               3,600              858
   Other current liabilities                                                                     682              383
- ---------------------------------------------------------------------------------------------------------------------
      Total Current Liabilities                                                                5,747            2,209
Long-term Debt                                                                                 5,591            2,221
Deferred Income Taxes                                                                            336              349
Deferred Income Taxes - Tax Leases                                                                71               74
Other Liabilities                                                                              1,066              186
- ---------------------------------------------------------------------------------------------------------------------
      Total Liabilities                                                                       12,811            5,039
- ---------------------------------------------------------------------------------------------------------------------
Minority Interest                                                                                153               --
Stockholders' Equity:
   Cumulative preference stock, none issued                                                       --               --
   Common stock, 502 shares issued in 2002 and 408 shares issued in 2001                       5,733              745
   Retained earnings                                                                           2,568            2,468
   Less common stock in treasury, at cost, 135 shares in 2002 and 123 shares in 2001          (4,292)          (3,014)
   Unearned compensation                                                                         (57)             (54)
   Accumulated other comprehensive income                                                       (376)             (93)
- ---------------------------------------------------------------------------------------------------------------------
      Total Stockholders' Equity                                                               3,576               52
- ---------------------------------------------------------------------------------------------------------------------
Total Liabilities and Equity                                                                $ 16,540         $  5,091
=====================================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                                                              21
<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS                   General Mills, Inc. 2002

<TABLE>
<CAPTION>
In Millions, Fiscal Year Ended                                                        MAY 26, 2002    May 27, 2001    May 28, 2000
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>             <C>             <C>
Cash Flows - Operating Activities:
   Net earnings                                                                            $   458         $   665         $   614
   Adjustments to reconcile net earnings to cash flow:
      Depreciation and amortization                                                            296             223             209
      Deferred income taxes                                                                     93              49              44
      Changes in current assets and liabilities, excluding effects from businesses
        acquired                                                                                37             (73)           (126)
      Tax benefit on exercised options                                                          46              33              34
      Cumulative effect of change in accounting principle                                        3              --              --
      Unusual items expense (income)                                                           190             (35)             --
      Other, net                                                                              (207)           (122)            (50)
- ----------------------------------------------------------------------------------------------------------------------------------
   Cash provided by continuing operations                                                      916             740             725
   Cash used by discontinued operations                                                         (3)             (3)             (3)
- ----------------------------------------------------------------------------------------------------------------------------------
         Net Cash Provided by Operating Activities                                             913             737             722
- ----------------------------------------------------------------------------------------------------------------------------------
Cash Flows - Investment Activities:
   Purchases of land, buildings and equipment                                                 (506)           (307)           (268)
   Investments in businesses, intangibles and affiliates, net of investment returns
     and dividends                                                                          (3,688)            (96)           (295)
   Purchases of marketable securities                                                          (46)            (98)            (18)
   Proceeds from sale of marketable securities                                                  70              70              12
   Proceeds from disposal of land, buildings and equipment                                      21               1               6
   Proceeds from disposition of businesses                                                     939              --              --
   Other, net                                                                                  (61)            (30)             (1)
- ----------------------------------------------------------------------------------------------------------------------------------
         Net Cash Used by Investment Activities                                             (3,271)           (460)           (564)
- ----------------------------------------------------------------------------------------------------------------------------------
Cash Flows - Financing Activities:
   Change in notes payable                                                                   2,688             295             566
   Issuance of long-term debt                                                                3,485             296             501
   Payment of long-term debt                                                                  (427)           (408)           (111)
   Proceeds from minority investors                                                            150              --              --
   Common stock issued                                                                         139             107              76
   Purchases of common stock for treasury                                                   (2,436)           (226)           (820)
   Dividends paid                                                                             (358)           (312)           (329)
   Other, net                                                                                   28              10             (20)
- ----------------------------------------------------------------------------------------------------------------------------------
         Net Cash Provided (Used) by Financing Activities                                    3,269            (238)           (137)
- ----------------------------------------------------------------------------------------------------------------------------------
Increase in Cash and Cash Equivalents                                                          911              39              21
Cash and Cash Equivalents - Beginning of Year                                                   64              25               4
- ----------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents - End of Year                                                    $   975         $    64         $    25
==================================================================================================================================

Cash Flows from Changes in Current Assets and Liabilities, Excluding Effects from
  Businesses Acquired:
   Receivables                                                                             $   265         $   (94)        $    11
   Inventories                                                                                 (12)             (9)            (51)
   Prepaid expenses and other current assets                                                    12             (17)             (5)
   Accounts payable                                                                            (90)              7             (50)
   Other current liabilities                                                                  (138)             40             (31)
- ----------------------------------------------------------------------------------------------------------------------------------
Changes in Current Assets and Liabilities                                                  $    37         $   (73)        $  (126)
==================================================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


22
<PAGE>


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY         General Mills, Inc. 2002

<TABLE>
<CAPTION>
                                                $.10 Par Value Common Stock
                                              (One Billion Shares Authorized)
                                             -----------------------------------                             Accumulated
                                                  Issued           Treasury                                        Other
                                             -----------------------------------   Retained      Unearned  Comprehensive
In Millions, Except per Share Data           Shares   Amount   Shares     Amount   Earnings  Compensation         Income      Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>   <C>        <C>     <C>        <C>           <C>            <C>        <C>
BALANCE AT MAY 30, 1999                         408   $  658     (104)   $(2,195)   $ 1,828       $   (69)       $   (57)   $   165
===================================================================================================================================
Comprehensive Income:
   Net earnings                                                                         614                                     614
   Other comprehensive income, net of tax:
      Unrealized losses on securities                                                                                 (8)        (8)
      Foreign currency translation                                                                                   (22)       (22)
      Minimum pension liability adjustment                                                                             1          1
- -----------------------------------------------------------------------------------------------------------------------------------
   Other comprehensive income                                                                                        (29)       (29)
                                                                                                                 ------------------
Total comprehensive income                                                                                                      585
- -----------------------------------------------------------------------------------------------------------------------------------
Cash dividends declared ($1.10 per share),
   net of income taxes of $1                                                           (328)                                   (328)
Stock compensation plans (includes income tax
  benefits of $39)                               --       25        4        101                                                126
Shares purchased                                                  (23)      (848)                                              (848)
Put and call option premiums/settlements, net    --       (2)      --          7                                                  5
Unearned compensation related to restricted
  stock awards                                                                                        (13)                      (13)
Earned compensation and other                                                                          19                        19
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 28, 2000                         408   $  681     (123)   $(2,935)   $ 2,114       $   (63)       $   (86)   $  (289)
===================================================================================================================================
Comprehensive Income:
   Net earnings                                                                         665                                     665
   Other comprehensive income, net of tax:
      Unrealized losses on securities                                                                                  5          5
      Foreign currency translation                                                                                    (7)        (7)
      Minimum pension liability adjustment                                                                            (5)        (5)
- -----------------------------------------------------------------------------------------------------------------------------------
   Other comprehensive income                                                                                         (7)        (7)
                                                                                                                 ------------------
Total comprehensive income                                                                                                      658
- -----------------------------------------------------------------------------------------------------------------------------------
Cash dividends declared ($1.10 per share),
   net of income taxes of $1                                                           (311)                                   (311)
Stock compensation plans (includes income tax
  benefits of $38)                               --       34        5        124                                                158
Shares purchased                                                   (5)      (198)                                              (198)
Put and call option premiums/settlements, net    --       30       --         (5)                                                25
Unearned compensation related to restricted
  stock awards                                                                                        (13)                      (13)
Earned compensation and other                                                                          22                        22
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 27, 2001                         408   $  745     (123)   $(3,014)   $ 2,468       $   (54)       $   (93)   $    52
===================================================================================================================================
Comprehensive Income:
   Net earnings                                                                         458                                     458
   Other comprehensive income, net of tax:
      Cumulative effect of adopting SFAS
        No. 133                                                                                                     (158)      (158)
      Unrealized losses on hedge derivatives                                                                        (114)      (114)
      Unrealized losses on securities                                                                                (11)       (11)
      Foreign currency translation                                                                                    (4)        (4)
      Minimum pension liability adjustment                                                                             4          4
- -----------------------------------------------------------------------------------------------------------------------------------
   Other comprehensive income                                                                                       (283)      (283)
                                                                                                                 ------------------
Total comprehensive income                                                                                                      175
- -----------------------------------------------------------------------------------------------------------------------------------
Cash dividends declared ($1.10 per share),
  net of income taxes of $1                                                            (358)                                   (358)
Shares issued for acquisition                    94    4,902       40        992                                              5,894
Shares repurchased from Diageo                                    (55)    (2,318)                                            (2,318)
Stock compensation plans (includes income tax
  benefits of $53)                               --       46        6        176                                                222
Shares purchased                                                   (3)      (119)                                              (119)
Put and call option premiums/settlements, net    --       40       --         (9)                                                31
Unearned compensation related to restricted
  stock awards                                                                                        (29)                      (29)
Earned compensation and other                                                                          26                        26
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 26, 2002                         502   $5,733     (135)   $(4,292)   $ 2,568       $   (57)       $  (376)   $ 3,576
===================================================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                                                              23
<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Preparing our consolidated financial statements in conformity with generally
accepted U.S. accounting principles requires us to make estimates and
assumptions that affect reported amounts of assets, liabilities, disclosures of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from our estimates. Certain prior years' amounts
have been reclassified to conform with the current year presentation.

(A) PRINCIPLES OF CONSOLIDATION - Our consolidated financial statements include
parent company operations and majority-owned subsidiaries as well as General
Mills' investment in and share of net earnings or losses of 20- to
50-percent-owned companies, which are recorded on an equity basis.

Our fiscal year ends on the last Sunday in May. Years 2002, 2001 and 2000 each
consisted of 52 weeks. Our wholly owned international operations, with the
exception of Canada and our export operations, are reported for the 12 calendar
months ending April 30. The results of the acquired Pillsbury operations are
reflected in our financial results from Nov. 1, 2001.

(B) LAND, BUILDINGS, EQUIPMENT AND DEPRECIATION - Buildings and equipment are
depreciated over estimated useful lives, primarily using the straight-line
method. Buildings are usually depreciated over 40 to 50 years, and equipment is
depreciated over three to 15 years. Depreciation charges for 2002, 2001 and 2000
were $283 million, $194 million and $183 million, respectively. Accelerated
depreciation methods generally are used for income tax purposes. When an item is
sold or retired, the accounts are relieved of its cost and related accumulated
depreciation; the resulting gains and losses, if any, are recognized.

(C) INVENTORIES - Inventories are valued at the lower of cost or market. We
generally use the LIFO method of valuing inventory because we believe that it is
a better match with current revenues. However, FIFO is used for most foreign
operations, where LIFO is not recognized for income tax purposes and the
operations often lack the staff to handle LIFO complexities accurately.

(D) INTANGIBLE ASSETS - Goodwill represents the difference between the purchase
prices of acquired companies and the related fair values of net assets acquired
and accounted for by the purchase method of accounting. On May 28, 2001, we
adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill
and Intangible Assets." This Statement eliminates the amortization of goodwill
and instead requires that goodwill be tested annually for impairment. See Note
One (N) for the effects of this adoption. The costs of patents, copyrights and
other amortizable intangible assets are amortized evenly over their estimated
useful lives.

(E) RECOVERABILITY OF LONG-LIVED ASSETS - We review long-lived assets, including
identifiable intangibles and goodwill, for impairment when events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. An asset is deemed impaired and written down to its fair value if
estimated related future cash flows are less than its carrying amount.

(F) FOREIGN CURRENCY TRANSLATION - For most of our foreign operations, local
currencies are considered the functional currency. Assets and liabilities are
translated using exchange rates in effect at the balance sheet date. Results of
operations are translated using the average exchange rates prevailing throughout
the period. Translation effects are classified within Accumulated Other
Comprehensive Income in Stockholders' Equity.

(G) FINANCIAL INSTRUMENTS - See Note One (N) for a description of our adoption
of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
See Note Seven for a description of our accounting policies related to financial
instruments.

(H) REVENUE RECOGNITION - We recognize sales upon shipment to our customers.

(I) RESEARCH AND DEVELOPMENT - All expenditures for research and development are
charged against earnings in the year incurred. The charges for 2002, 2001 and
2000 were $131 million, $83 million and $77 million, respectively.

(J) ADVERTISING COSTS - Advertising expenses (including production and
communication costs) for 2002, 2001 and 2000 were $489 million, $358 million and
$361 million, respectively. Prepaid advertising costs (including syndication
properties) of $36 million and $34 million were reported as assets at May 26,
2002, and May 27, 2001, respectively. We expense the production costs of
advertising the first time that the advertising takes place.

(K) STOCK-BASED COMPENSATION - We use the intrinsic value method for measuring
the cost of compensation paid in Company common stock. This method defines our
cost as the excess of the stock's market value at the time of the grant over the
amount that the employee is required to pay. Our stock option plans require that
the employee's payment (i.e., exercise price) be the market value as of the
grant date.

(L) EARNINGS PER SHARE - Basic Earnings per Share (EPS) is computed by dividing
net earnings by the weighted average number of common shares outstanding.
Diluted EPS includes the effect of all dilutive potential common shares
(primarily related to outstanding in-the-money stock options).

(M) CASH AND CASH EQUIVALENTS - We consider all investments purchased with an
original maturity of three months or less to be cash equivalents. Cash and cash
equivalents totaling $77 million are designated as collateral for certain
derivative liabilities.


24
<PAGE>


(N) ACCOUNTING RULES ADOPTED - On the first day of fiscal 2002, we adopted three
new accounting rules. SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," requires all derivatives to be recorded at fair value on
the balance sheet and establishes new accounting rules for hedging. We recorded
the cumulative effect of adopting this accounting change, as follows:

<TABLE>
<CAPTION>
                                                                               Included in
                                                                               Accumulated
                                                                  Included           Other
                                                                        in   Comprehensive
In Millions, Except per Share Data                                Earnings          Income
- ------------------------------------------------------------------------------------------
<S>                                                                  <C>             <C>
Pretax                                                               $  (5)          $(251)
Income tax effects                                                       2              93
- ------------------------------------------------------------------------------------------
   Total                                                             $  (3)           (158)
==========================================================================================
Per Diluted Share Net Earnings Effect                                $(.01)
==========================================================================================
</TABLE>

This cumulative effect was primarily associated with the impact of lower
interest rates on the fair-value calculation for delayed-starting interest rate
swaps we entered into in anticipation of our Pillsbury acquisition and other
financing requirements. Refer to Note Seven and Note Ten for more information.

We also adopted SFAS No. 141, "Business Combinations," which requires use of the
purchase method of accounting for all business combinations initiated after June
30, 2001.

The third Statement we adopted at the start of the year was SFAS No. 142,
"Goodwill and Intangible Assets." This Statement eliminates the amortization of
goodwill and instead requires that goodwill be tested annually for impairment.
Goodwill amortization expense in fiscal 2001 totaled $23 million pretax, $22
million after tax. Transitional impairment tests of our goodwill did not require
adjustment to any of our goodwill carrying values.

The following table adjusts earnings and earnings per share for the adoption of
SFAS No. 142.

<TABLE>
<CAPTION>
In Millions, Except per Share Data, Fiscal Year Ended     MAY 26, 2002   May 27, 2001   May 28, 2000
- ----------------------------------------------------------------------------------------------------
<S>                                                            <C>            <C>            <C>
Reported Net Earnings:                                         $   458        $   665        $   614
   Addback goodwill amortization                                    --             22             21
- ----------------------------------------------------------------------------------------------------
   Adjusted Net Earnings                                       $   458        $   687        $   635
====================================================================================================
Basic Earnings per Share:
   Reported EPS - basic                                        $  1.38        $  2.34        $  2.05
   Addback goodwill amortization                                    --            .08            .07
- ----------------------------------------------------------------------------------------------------
   Adjusted Basic EPS                                          $  1.38        $  2.42        $  2.12
====================================================================================================
Diluted Earnings per Share:
   Reported EPS - diluted                                      $  1.34        $  2.28        $  2.00
   Addback goodwill amortization                                    --            .07            .07
- ----------------------------------------------------------------------------------------------------
   Adjusted Diluted EPS                                        $  1.34        $  2.35        $  2.07
====================================================================================================
</TABLE>

The Financial Accounting Standard Board's (FASB's) Emerging Issues Task Force
(EITF) Issue 01-09, "Accounting for Consideration Given by a Vendor to a
Customer or a Reseller of the Vendor's Products," requires recording certain
coupon and trade promotion expenses as reductions of revenues and was effective
for us in our fourth quarter 2002. Since adopting this requirement resulted only
in the reclassification of certain expenses from selling, general and
administrative expense to a reduction of net sales, it did not affect our
financial position or net earnings. The impact was a reduction of net sales, and
a corresponding reduction in selling, general and administrative expense, of
$2,246 million, $1,628 million and $1,527 million in 2002, 2001 and 2000,
respectively.

(O) NEW ACCOUNTING RULES - In August 2001, the FASB issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144
requires that a single accounting model be used for long-lived assets to be
disposed of by sale, and broadens the presentation of discontinued operations to
include more disposal transactions. SFAS No. 144 is effective for us with the
beginning of fiscal 2003. We do not expect the adoption of SFAS No. 144 to have
a material impact on the Company's financial statements.

2. ACQUISITIONS

On Oct. 31, 2001, we acquired the worldwide Pillsbury operations from Diageo plc
(Diageo). Pillsbury, based in Minneapolis, Minn., has built a portfolio of
leading food brands, such as PILLSBURY refrigerated dough, GREEN GIANT, OLD EL
PASO, PROGRESSO and TOTINO'S. Pillsbury had sales of $6.1 billion (before EITF
Issue 01-09 reclassification) in its fiscal year ended June 30, 2001, including
businesses subsequently divested. We believe the addition of Pillsbury's
businesses will enhance our future growth and generate significant cost
synergies.

The transaction was accounted for as a purchase. Under terms of the agreement
between General Mills and Diageo, we acquired Pillsbury in a stock and cash
transaction. Consideration to Diageo included 134 million General Mills common
shares. Under a stockholders' agreement, Diageo had a put option to sell
directly to us 55 million shares of General Mills common stock at a price of
$42.14 per share, which Diageo exercised on Nov. 1, 2001. Therefore, those 55
million shares were valued at a total of $2,318 million. The 79 million shares
of General Mills common stock retained by Diageo were valued at $3,576 million
based on the three-day average trading price prior to the closing of $45.27 per
share. Therefore, the total stock consideration was $5,894 million. The cash
paid to Diageo and assumed debt of Pillsbury totaled $3,830 million. As a
result, the total acquisition consideration (exclusive of direct acquisition
costs) was approximately $9,724 million.

                                                                              25
<PAGE>


Under terms of the agreement, Diageo holds contingent value rights that may
require payment to Diageo on April 30, 2003, of up to $395 million, depending on
the General Mills stock price and the number of General Mills shares that Diageo
continues to hold on that date. If the General Mills stock price averages less
than $49 per share for the 20 trading days prior to that date, Diageo will
receive an amount per share equal to the difference between $49 and the General
Mills stock trading price, up to a maximum of $5 per share.

The stockholders' agreement between General Mills and Diageo includes a
standstill provision, under which Diageo is precluded from buying additional
shares in General Mills for a 20-year period following the close of the
transaction, or for three years following the date on which Diageo owns less
than 5 percent of General Mills' outstanding shares, whichever is earlier. The
agreement also generally requires pass-through voting by Diageo, so its shares
will be voted in the same proportion as the other General Mills shares are
voted. So long as Diageo owns at least 50 percent of the 134 million shares it
originally received in this transaction, Diageo may designate two individuals to
the General Mills Board of Directors.

The excess of the purchase price over the estimated fair value of the net assets
purchased was approximately $8 billion. The allocation of the purchase price is
based on preliminary estimates, subject to revisions when appraisals and
integration plans have been finalized. Revisions to the allocation, which may be
significant, will be reported as changes to various assets and liabilities,
including goodwill, other intangible assets, and deferred income taxes. As of
May 26, 2002, the goodwill balance includes all of the excess purchase price of
the Pillsbury acquisition, as the valuation of specific intangible assets has
not yet been completed. We expect the valuation to result in a significant value
for nonamortizable brands. We do not anticipate significant amounts to be
allocated to amortizable intangible assets and, therefore, the amount of
intangibles amortization is not expected to be material to the results of
operations in future periods.

In order to obtain regulatory clearance for the acquisition of Pillsbury, we
arranged to divest certain businesses. On Nov. 13, 2001, International
Multifoods Corporation (IMC) purchased the Pillsbury dessert and specialty
products businesses as well as certain General Mills brands and the General
Mills Toledo production facilities for $316 million. After-tax cash proceeds
from this transaction were used to reduce General Mills debt. Under the
agreement with IMC, General Mills expects to spend approximately $70 million for
the purchase and installation of certain production assets at the Toledo plant,
of which $47 million has been expended through May 26, 2002.

As part of the transaction, IMC received an exclusive royalty-free license to
use the DOUGHBOY trademark and PILLSBURY brand in the desserts and baking mix
categories. The licenses are renewable without cost in 20-year increments at
IMC's discretion. Since the sale of the assets to IMC was integral to the
Pillsbury acquisition, and because the assets sold were adjusted to fair market
value as part of the purchase of Pillsbury, there was no gain or loss recorded
on the sale in the Company's consolidated statement of earnings.

Pillsbury had a 50 percent equity interest in Ice Cream Partners USA LLC (ICP),
a joint venture Pillsbury formed with Nestle USA during fiscal 2000 for the
manufacture, marketing and distribution of HAAGEN-DAZS and Nestle ice cream
products in the United States. On Dec. 26, 2001, Nestle USA exercised its right,
triggered by the change of ownership of Pillsbury, to buy the 50 percent stake
of ICP that it did not already own. Nestle paid us $641 million for our 50
percent of the joint venture and a long-term, paid-in-full license for the
HAAGEN-DAZS brand in the United States. Net proceeds from this transaction also
were used to reduce our debt level.

We are reconfiguring our cereal production as a result of selling our Toledo,
Ohio, plant to IMC. We also incurred a number of one-time costs associated with
the acquisition of Pillsbury, and the associated divestiture of certain
businesses and assets to IMC. (See Note Three.)

In February 2002, we decided to close two Pillsbury facilities in order to
utilize the operating capacity of the newly combined companies more fully. We
closed the Geneva, Ill., plant, which produced frozen breakfast products; and
the Anthony, Texas, production facility, which produced various Mexican food
products. Our exit liabilities connected to these plant closures amount to $22
million and have been included in the purchase price allocation of Pillsbury.
Approximately 370 employees were affected by these two plant closures.

We continue to evaluate plans to consolidate manufacturing, warehouse and
distribution activities into fewer locations. The closure of additional
Pillsbury facilities could result in additional severance and other exit
liabilities, which would increase the excess purchase price. These amounts will
be recorded on our consolidated balance sheet as adjustments to the excess
purchase price when plans have been finalized and announced. The integration of
Pillsbury into General Mills' operations also may result in the restructuring of
certain General Mills activities. These actions could result in additional
unusual charges, which will be recorded as expense in our consolidated
statements of earnings in the period during which plans are finalized.

Actual results of acquired business operations are included in the consolidated
statement of earnings for the period from Nov. 1, 2001 through May 26, 2002. The
following unaudited pro forma information presents a summary of our consolidated


26
<PAGE>


results of operations and the acquired Pillsbury operations as if the
acquisition had occurred on May 29, 2000.

<TABLE>
<CAPTION>
In Millions, Except per Share Data, Fiscal Year Ended                 MAY 26, 2002   May 27, 2001
- -------------------------------------------------------------------------------------------------
<S>                                                                        <C>            <C>
Net sales                                                                  $ 9,936        $10,089
Earnings before cumulative effect of change in accounting principle            495            849
Net earnings                                                                   492            849
Earnings per Share - Basic
   EPS before cumulative effect of change in accounting principle             1.36           2.34
   Net EPS - Basic                                                            1.35           2.34
Earnings per Share - Diluted
   EPS before cumulative effect of change in accounting principle             1.32           2.29
   Net EPS - Diluted                                                          1.31           2.29
=================================================================================================
</TABLE>

These unaudited pro forma results have been prepared for comparative purposes
only and include certain adjustments, such as increased interest expense on
acquisition debt. They do not reflect the effect of synergies that would have
been expected to result from the integration of the Pillsbury businesses. The
pro forma information does not purport to be indicative of the results of
operations that actually would have resulted had the combination occurred on May
29, 2000, or of future results of the consolidated entities.

On Jan. 13, 2000, we acquired Small Planet Foods of Sedro-Woolley, Wash. Small
Planet Foods is a leading producer of branded organic food products marketed
under the CASCADIAN FARM and MUIR GLEN trademarks. On Aug. 12, 1999, we acquired
Gardetto's Bakery, Inc. of Milwaukee, Wis. GARDETTO'S is a leading national
brand of baked snack mixes and flavored pretzels. On June 30, 1999, we acquired
certain grain elevators and related assets from Koch Agriculture Company. The
aggregate purchase price of these acquisitions, which were accounted for using
the purchase method, was approximately $227 million, and associated goodwill was
$153 million. The results of the acquired businesses have been included in the
consolidated financial statements since their respective acquisition dates. Our
fiscal 2000 financial results would not have been materially different if we had
made these acquisitions at the beginning of the fiscal year.

Through fiscal 2001, the goodwill associated with the acquisitions made in
fiscal 2000 was amortized over 40 years on a straight-line basis. As described
in Note One (N), we adopted SFAS No. 142, which eliminated goodwill amortization
at the beginning of fiscal 2002.

3. UNUSUAL ITEMS

In fiscal 2002, we recorded unusual items totaling $190 million pretax expense,
$120 million after tax ($.35 per diluted share), consisting of $91 million
pretax of Pillsbury transaction and integration costs; $87 million pretax of
cereal reconfiguration charges; a $30 million pretax charge for a special
contribution to the General Mills Foundation to increase its post-acquisition
net assets to a level consistent with the guidelines of the Foundation; $9
million pretax of two flour mill and SQUEEZIT beverage restructuring/closing
charges; and $3 million, net of insurance recovery, associated with a flash
flood at our Cincinnati, Ohio, cereal plant. These expenses were partially
offset by insurance settlement proceeds of $30 million pretax stemming from a
1994 oats handling incident.

In 2001, we reached a partial settlement with a group of global insurance
companies that participated in the reinsurance of a property policy covering the
oats handling incident. We recorded this partial settlement, totaling $55
million pretax income net of associated costs, in the fourth quarter of 2001. We
also expensed certain transaction costs associated with our pending acquisition
of Pillsbury totaling $8 million pretax. Finally, in the fourth quarter of 2001,
we made the decision to exit the Squeezit beverage business. The charge
associated with this action, primarily noncash write-downs associated with asset
disposals, totaled $12 million pretax. At May 26, 2002, there was no remaining
reserve balance related to the exit of the Squeezit beverage business. The net
of these unusual items totaled income of $35 million pretax, $22 million after
tax ($.08 per diluted share).

Analysis of our restructuring and integration reserve activity is as follows:

<TABLE>
<CAPTION>
                                                     Supply Chain
                                  ----------------------------------------------
                                                     Asset                        Transaction/
In Millions                        Severance     Write-off      Other      Total   Integration      Other      Total
- --------------------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>        <C>        <C>           <C>        <C>        <C>
Reserve balance at May 30, 1999        $   3         $  14      $  14      $  31         $  --      $  13      $  44
- --------------------------------------------------------------------------------------------------------------------
   1998 Amounts utilized                  --            --         (9)        (9)           --         (2)       (11)
   1999 Amounts utilized                  (2)          (14)        --        (16)           --         (7)       (23)
- --------------------------------------------------------------------------------------------------------------------
Reserve balance at May 28, 2000            1            --          5          6            --          4         10
   2001 Charges                           --            --         --         --            --         12         12
   1998 Amounts utilized                  --            --         --         --            --         (2)        (2)
   1999 Amounts utilized                  --            --         (2)        (2)           --         (1)        (3)
   2001 Amounts utilized                  --            --         --         --            --         (8)        (8)
- --------------------------------------------------------------------------------------------------------------------
Reserve balance at May 27, 2001            1            --          3          4            --          5          9
   2002 Charges                           26            58         12         96            90          4        190
   1998 Amounts utilized                  --            (2)        (1)        (3)           --         --         (3)
   1999 Amounts utilized                  --            --         (1)        (1)           --         --         (1)
   2001 Amounts utilized                  --            --         --         --            --         (4)        (4)
   2002 Amounts utilized                  (3)           (5)       (12)       (20)          (51)        (4)       (75)
- --------------------------------------------------------------------------------------------------------------------
RESERVE BALANCE AT MAY 26, 2002        $  24         $  51      $   1      $  76         $  39      $   1      $ 116
====================================================================================================================
</TABLE>

4. INVESTMENTS IN JOINT VENTURES

We have a 50 percent equity interest in Cereal Partners Worldwide (CPW), a joint
venture with Nestle that manufactures and markets ready-to-eat cereals outside
the United States and Canada. We have a 40.5 percent equity interest in Snack
Ventures Europe (SVE), our joint venture with PepsiCo that manufactures and
markets snack foods in continental Europe. We have a 50 percent equity interest
in 8th Continent, LLC, a domestic joint venture formed in 2001 with DuPont to
develop and market soy


                                                                              27
<PAGE>


foods and beverages. As a result of the Pillsbury acquisition, we have 50
percent interests in the following joint ventures for the manufacture,
distribution and marketing of HAAGEN-DAZS frozen ice cream products and
novelties: Haagen-Dazs Japan K.K., Haagen-Dazs Korea Company Limited,
Haagen-Dazs Taiwan Limited, Haagen-Dazs Distributors (Thailand) Company Limited,
and Haagen-Dazs Marketing & Distribution (Philippines) Inc. We also have a 50
percent interest in Seretram, a joint venture with Co-op de Pau for the
production of GREEN GIANT canned corn in France.

The joint ventures are reflected in our financial statements on an equity
accounting basis. We record our share of the earnings or losses of these joint
ventures. (The table that follows reflects the joint ventures on a 100 percent
basis.) We also receive royalty income from certain of these joint ventures,
incur various expenses (primarily research and development) and record the tax
impact of certain of the joint venture operations that are structured as
partnerships.

Our cumulative investment in these joint ventures (including our share of
earnings and losses) was $326 million, $218 million and $198 million at the end
of 2002, 2001 and 2000, respectively. We made aggregate investments in the joint
ventures of $38 million, $25 million and $29 million (net of a $6 million loan
repayment) in 2002, 2001 and 2000, respectively. We received aggregate dividends
from the joint ventures of $17 million, $3 million and $5 million in 2002, 2001
and 2000, respectively.

Summary combined financial information for the joint ventures on a 100 percent
basis follows. Since we record our share of CPW results on a two-month lag, CPW
information is included as of and for the 12 months ended March 31. The
Haagen-Dazs and Seretram joint ventures are reported as of and for the six
months ended April 30, 2002. The SVE and 8th Continent information is consistent
with our May year-end.

COMBINED FINANCIAL INFORMATION - JOINT VENTURES - 100% BASIS

<TABLE>
<CAPTION>
In Millions, Fiscal Year                             2002           2001           2000
- ---------------------------------------------------------------------------------------
<S>                                                <C>            <C>            <C>
Net Sales                                          $1,693         $1,468         $1,429
Gross Profit                                          755            664            619
Earnings (losses) before Taxes                         94             61            (4)
Earnings (losses) after Taxes                          78             48            (22)
=======================================================================================
In Millions                                                 MAY 26, 2002   May 27, 2001
- ---------------------------------------------------------------------------------------
Current Assets                                                      $587           $476
Noncurrent Assets                                                    712            614
Current Liabilities                                                  630            585
Noncurrent Liabilities                                                 9              2
=======================================================================================
</TABLE>

Our proportionate share of joint venture sales was $777 million, $666 million
and $652 million for 2002, 2001 and 2000, respectively.

5. BALANCE SHEET INFORMATION

The components of certain balance sheet accounts are as follows:

<TABLE>
<CAPTION>
In Millions                                                               MAY 26, 2002    May 27, 2001
- ------------------------------------------------------------------------------------------------------
<S>                                                                            <C>             <C>
Land, Buildings and Equipment:
   Land                                                                        $    54         $    25
   Buildings                                                                     1,151             636
   Equipment                                                                     2,916           2,226
   Construction in progress                                                        497             292
- ------------------------------------------------------------------------------------------------------
      Total land, buildings and equipment                                        4,618           3,179
   Less accumulated depreciation                                                (1,854)         (1,678)
- ------------------------------------------------------------------------------------------------------
      Net land, buildings and equipment                                        $ 2,764         $ 1,501
======================================================================================================
Goodwill:
   Total goodwill                                                              $ 8,559         $   892
   Less accumulated amortization                                                   (86)            (88)
- ------------------------------------------------------------------------------------------------------
      Goodwill                                                                 $ 8,473         $   804
======================================================================================================
Intangible Assets:
   Intangible assets, primarily capitalized software                           $   129         $    93
   Less accumulated amortization                                                   (39)            (27)
- ------------------------------------------------------------------------------------------------------
      Intangible assets                                                        $    90         $    66
======================================================================================================
Other Assets:
   Prepaid pension                                                             $ 1,001         $   677
   Marketable securities, at market                                                160             187
   Investments in and advances to affiliates                                       320             214
   Miscellaneous                                                                   295             234
- ------------------------------------------------------------------------------------------------------
      Total other assets                                                       $ 1,776         $ 1,312
======================================================================================================
</TABLE>

The changes in the carrying amount of goodwill for the fiscal year ended May 26,
2002, are as follows:

<TABLE>
<CAPTION>
                                                                                  Pillsbury
                                                                                Unallocated
                                                                                     Excess
                                       Bakeries and                                Purchase
In Millions               U.S. Retail   Foodservice  International   Corporate        Price      Total
- ------------------------------------------------------------------------------------------------------
<S>                            <C>           <C>            <C>         <C>          <C>        <C>
Balance at May 27, 2001        $  745        $   59         $   --      $   --       $   --     $  804
Pillsbury transaction              --            --             --          --        7,669      7,669
- ------------------------------------------------------------------------------------------------------
BALANCE AT MAY 26, 2002        $  745        $   59         $   --      $   --       $7,669     $8,473
======================================================================================================
</TABLE>

The Pillsbury acquisition valuation and purchase price allocation has not yet
been completed. (See Note Two.) Therefore, all the excess purchase price is
currently accounted for in goodwill. When the purchase price allocation is
completed, the amount allocated to goodwill will change and the remaining
goodwill will be allocated to our operating segments.

Intangible asset amortization expense was $13 million, $6 million and $5 million
for fiscal 2002, 2001 and 2000, respectively. Excluding amortization for
intangible assets acquired as part of the Pillsbury acquisition, estimated
amortization expense for the next


28
<PAGE>


five fiscal years (in millions) is as follows: $15 in 2003, $12 in 2004, $11 in
2005, $9 in 2006 and $8 in 2007.

As of May 26, 2002, a comparison of cost and market values of our marketable
securities (which are debt and equity securities) was as follows:

<TABLE>
<CAPTION>
                                                                   Market       Gross     Gross
In Millions                                                Cost     Value        Gain      Loss
- -----------------------------------------------------------------------------------------------
<S>                                                        <C>       <C>         <C>       <C>
Held to maturity:
   Debt securities                                         $  3      $  3        $ --      $ --
   Equity securities                                          2         2          --        --
- -----------------------------------------------------------------------------------------------
     Total                                                 $  5      $  5        $ --      $ --
===============================================================================================
Available for sale:
   Debt securities                                         $130      $155        $ 25      $ --
   Equity securities                                         --        --          --        --
- -----------------------------------------------------------------------------------------------
     Total                                                 $130      $155        $ 25      $ --
===============================================================================================
</TABLE>

Realized gains from sales of marketable securities were $15 million, $4 million
and $3 million in 2002, 2001 and 2000, respectively. The aggregate unrealized
gains and losses on available-for-sale securities, net of tax effects, are
classified in Accumulated Other Comprehensive Income within Stockholders'
Equity.

Scheduled maturities of our marketable securities are as follows:

<TABLE>
<CAPTION>
                                                         Held to maturity    Available for sale
- -----------------------------------------------------------------------------------------------
                                                                   Market                Market
In Millions                                                Cost     Value        Cost     Value
- -----------------------------------------------------------------------------------------------
<S>                                                        <C>       <C>         <C>       <C>
Under one year (current)                                   $ --      $ --        $ --      $ --
From 1 to 3 years                                            --        --          45        52
From 4 to 7 years                                            --        --           5         5
Over 7 years                                                  3         3          80        98
Equity securities                                             2         2          --        --
- -----------------------------------------------------------------------------------------------
   Totals                                                  $  5      $  5        $130      $155
===============================================================================================
</TABLE>

6. INVENTORIES

The components of inventories are as follows:

<TABLE>
<CAPTION>
In Millions                                                       MAY 26, 2002     May 27, 2001
- -----------------------------------------------------------------------------------------------
<S>                                                                     <C>                <C>
Raw materials, work in process and supplies                             $  234             $129
Finished goods                                                             753              326
Grain                                                                       99               94
Reserve for LIFO valuation method                                          (31)             (30)
- -----------------------------------------------------------------------------------------------
   Total inventories                                                    $1,055             $519
===============================================================================================
</TABLE>

At May 26, 2002, and May 27, 2001, respectively, inventories of $720 million and
$282 million were valued at LIFO. LIFO accounting had negligible impact on 2002,
2001 and 2000 earnings. Results of operations were not materially affected by a
liquidation of LIFO inventory. The difference between replacement cost and the
stated LIFO inventory value is not materially different from the reserve for
LIFO valuation method.

7. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The carrying amounts and fair values of our financial instruments (based on
market quotes and interest rates at the balance sheet dates) were as follows:

<TABLE>
<CAPTION>
                                                     MAY 26, 2002               May 27, 2001
- -----------------------------------------------------------------------------------------------
                                                CARRYING        FAIR       Carrying        Fair
In Millions                                       AMOUNT       VALUE         Amount       Value
- -----------------------------------------------------------------------------------------------
<S>                                               <C>         <C>            <C>         <C>
Assets:
   Cash and cash equivalents                      $  975      $  975         $   64      $   64
   Receivables                                     1,010       1,010            664         664
   Marketable securities                             160         160            187         187
Liabilities:
   Accounts payable                                1,217       1,217            619         619
   Debt                                            9,439       9,507          3,428       3,500
Derivatives relating to:
   Debt                                             (435)       (435)            --        (250)
   Commodities                                         9           9             --          (3)
   Foreign currencies                                 (6)         (6)            --           4
===============================================================================================
</TABLE>

The Company is exposed to certain market risks as a part of its ongoing business
operations and uses derivative financial and commodity instruments, where
appropriate, to manage these risks. Derivatives are financial instruments whose
value is derived from one or more underlying financial instruments. Examples of
underlying instruments are currencies, equities, commodities and interest rates.
In general, instruments used as hedges must be effective at reducing the risk
associated with the exposure being hedged, and must be designated as a hedge at
the inception of the contract.

With the adoption of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as of May 28, 2001, we record the fair value of all
outstanding derivatives in receivables or other liabilities. Gains and losses
related to the ineffective portion of any hedge are recorded in various costs
and expenses, depending on the nature of the derivative.

Each derivative transaction we enter into is designated at inception as a hedge
of risks associated with specific assets, liabilities or future commitments, and
is monitored to determine if it remains an effective hedge. Effectiveness is
based on changes in the derivative's market value or cash flows being highly
correlated with changes in market value or cash flows of the underlying hedged
item. We do not enter into or hold derivatives for trading or speculative
purposes.

We use derivative instruments to reduce financial risk in three areas: interest
rates, foreign currency and commodities. The notional amounts of derivatives do
not represent actual amounts exchanged by the parties and, thus, are not a
measure of the Company's exposure through its use of derivatives. We enter into
interest rate swap, foreign exchange, and commodity swap agreements with a
diversified group of highly rated counterparties. We enter into commodity
futures transactions through various regulated


                                                                              29
<PAGE>


exchanges. These transactions may expose the Company to credit risk to the
extent that the instruments have a positive fair value, but we have not
experienced any material losses nor do we anticipate any losses. The Company
does not have a significant concentration of risk with any single party or group
of parties in any of its financial instruments.

Qualifying derivatives are reported as part of hedge arrangements as follows:

CASH FLOW HEDGES - Gains and losses on these instruments are recorded in Other
Comprehensive Income until the underlying transaction is recorded in earnings.
When the hedged item is realized, gains or losses are reclassified from
Accumulated Other Comprehensive Income to the Consolidated Statements of
Earnings on the same line item as the underlying transaction risk.

FOREIGN EXCHANGE TRANSACTION RISK - The Company is exposed to fluctuations in
foreign currency cash flows related primarily to third-party purchases,
intercompany product shipments, and intercompany loans. Forward contracts of
generally less than 12 months duration are used to hedge some of these risks.
Effective ness is assessed based on changes in forward rates.

INTEREST RATE RISK - The Company is exposed to interest rate volatility with
regard to existing variable-rate debt and planned future issuances of fixed-rate
debt. The Company uses interest rate swaps, including forward-starting swaps, to
reduce interest rate volatility, and to achieve a desired proportion of variable
vs. fixed-rate debt, based on current and projected market conditions.

Variable-to-fixed interest rate swaps are accounted for as cash flow hedges,
with effectiveness assessed based on either the hypothetical derivative method
or changes in the present value of interest payments on the underlying debt.

PRICE RISK - The Company is exposed to price fluctuations primarily as a result
of anticipated purchases of ingredient and packaging materials. The Company uses
a combination of long cash positions with suppliers, exchange-traded futures and
option contracts and over-the-counter hedging mechanisms to reduce price
fluctuations in a desired percentage of forecasted purchases over a period of
generally less than one year. Commodity contracts are accounted for as cash flow
hedges, with effectiveness assessed based on changes in futures prices.

We use a grain merchandising operation to provide us efficient access to and
more informed knowledge of various commodities markets. This operation uses
futures and options to hedge its net inventory position to minimize market
exposure. As of May 26, 2002, our grain merchandising operation had futures and
options contracts that essentially hedged its net inventory position. None of
the contracts extended beyond May 2003. All futures contracts and futures
options are exchange-based instruments with ready liquidity and determinable
market values. Neither results of operations nor the year-end positions from our
grain merchandising operation were material to the Company's overall results.

Unrealized losses from cash flow hedges recorded in Accumulated Other
Comprehensive Income as of May 26, 2002, totaled $432 million pretax, primarily
related to interest rate swaps we entered into in contemplation of future
borrowings and other financing requirements (primarily related to the Pillsbury
acquisition), which are being reclassified into interest expense over the life
of the interest rate hedge. (See Note Eight regarding swaps settled or
neutralized.) Other insignificant amounts related to foreign currency and
commodity price cash flow hedges will be reclassified, as appropriate, into
earnings during the next 12 months.

FAIR VALUE HEDGES - Fair value hedges involve recognized assets, liabilities or
firm commitments as the hedged risks.

FOREIGN EXCHANGE TRANSLATION RISK - The Company is exposed to fluctuations in
the value of foreign currency investments in subsidiaries and cash flows related
primarily to repatriation of these investments. Forward contracts, generally
less than 12 months duration, are used to hedge some of these risks.
Effectiveness is assessed based on changes in forward rates. Effective gains and
losses on these instruments are recorded as a foreign currency translation
adjustment in Other Comprehensive Income.

The Company enters into foreign currency forward contracts to reduce volatility
in the translation of foreign currency earnings to U.S. dollars. Gains and
losses on these instruments are recorded in selling, general and administrative
expense, generally reducing the exposure to translation volatility during a
full-year period.

Our net balance sheet exposure consists of the net investment in foreign
operations, translated using the exchange rates in effect at the balance sheet
date. The components of our net balance sheet exposure by geographic region are
as follows:

<TABLE>
<CAPTION>
In Millions                                                    MAY 26, 2002    May 27, 2001
- ------------------------------------------------------------------------------------------
<S>                                                                    <C>            <C>
Europe                                                                 $363           $181
North/South America                                                     248             37
Asia/Other                                                              101             16
- ------------------------------------------------------------------------------------------
   Net Balance Sheet Exposure                                          $712           $234
==========================================================================================
</TABLE>

INTEREST RATE RISK - The Company currently uses interest rate swaps to reduce
funding costs associated with certain debt issues and to achieve a desired
proportion of variable vs. fixed-rate debt, based on current and projected
market conditions.

Fixed-to-variable interest rate swaps are accounted for as fair value hedges
with effectiveness assessed based on changes in the fair value of the underlying
debt, using


30
<PAGE>


incremental borrowing rates currently available on loans with similar terms and
maturities. Effective gains and losses on these derivatives and the underlying
hedged items are recorded as interest expense.

The following table indicates the types of swaps used to hedge various assets
and liabilities, and their weighted average interest rates. Average variable
rates are based on rates as of the end of the reporting period. The swap
contracts mature during time periods ranging from 2003 to 2014.

<TABLE>
<CAPTION>
                                                    MAY 26, 2002            May 27, 2001
- ---------------------------------------------------------------------------------------------
In Millions                                      ASSET   LIABILITY         Asset    Liability
- ---------------------------------------------------------------------------------------------
<S>                                                <C>     <C>                <C>     <C>
Pay floating swaps - notional amount               --      $ 2,692            --      $   340
   Average receive rate                            --          5.4%           --          7.1%
   Average pay rate                                --          1.8%           --          4.0%
Pay fixed swaps - notional amount                  --      $ 6,814            --      $ 5,766
   Average receive rate                            --          1.8%           --          4.1%
   Average pay rate                                --          6.4%           --          6.6%
=============================================================================================
</TABLE>

The interest rate differential on interest rate swaps used to hedge existing
assets and liabilities is recognized as an adjustment of interest expense or
income over the term of the agreement.

8. DEBT

NOTES PAYABLE - The components of notes payable and their respective weighted
average interest rates at the end of the periods are as follows:

<TABLE>
<CAPTION>
                                                 MAY 26, 2002              May 27, 2001
- ---------------------------------------------------------------------------------------------
                                                         WEIGHTED                    Weighted
                                                          AVERAGE                     Average
                                              NOTES      INTEREST         Notes      Interest
In Millions                                 PAYABLE          RATE       Payable          Rate
- ---------------------------------------------------------------------------------------------
<S>                                         <C>               <C>       <C>               <C>
U.S. commercial paper                       $ 3,288           2.1%      $   733           4.4%
Canadian commercial paper                        34           2.3            27           4.6
Euro commercial paper                           809           2.2           768           4.9
Financial institutions                          519           2.1           330           4.4
Amounts reclassified to long-term debt       (1,050)           --        (1,000)           --
- ---------------------------------------------------------------------------------------------
   Total Notes Payable                      $ 3,600                     $   858
=============================================================================================
</TABLE>

SEE NOTE SEVEN FOR A DESCRIPTION OF RELATED INTEREST-RATE DERIVATIVE
INSTRUMENTS.

To ensure availability of funds, we maintain bank credit lines sufficient to
cover our outstanding short-term borrowings. As of May 26, 2002, we had $4.0
billion in committed lines and $45 million in uncommitted lines.

We have revolving credit agreements expiring in January 2006 covering the
fee-paid credit lines that provide us with the ability to refinance short-term
borrowings on a long-term basis; accordingly, a portion of our notes payable has
been reclassified to long-term debt. The revolving credit agreements provide for
borrowings of up to $1.05 billion.

LONG-TERM DEBT - During fiscal 2002, General Mills filed a Registration
Statement with the Securities and Exchange Commission covering the sale of up to
$8.0 billion in debt securities. In February 2002, we issued $3.5 billion of
notes: $2.0 billion of 6 percent notes due 2012 with an effective interest rate
of 7.75 percent; and $1.5 billion of 5 1/8 percent notes due 2007 with an
effective interest rate of 5.90 percent. Interest is payable semiannually on
Feb. 15 and Aug. 15, beginning Aug. 15, 2002. Proceeds from the notes were used
to repay short-term debt incurred in connection with the Pillsbury acquisition.
Following the February offering, $4.5 billion remains available under the
Registration Statement for future use.

In anticipation of the Pillsbury acquisition and other financing needs, we
entered into interest rate swap contracts during fiscal 2001 and fiscal 2002
totaling $7.1 billion to attempt to lock in our interest rate on associated
debt. In connection with the February notes offering, we closed out $3.5 billion
of these swaps. A portion was settled for cash, and the remainder was
neutralized with offsetting swaps. These swaps had been designated as cash flow
hedges. Therefore, the mark-to-market value for these swaps has been recorded in
Other Comprehensive Income. The amount currently recorded in Accumulated Other
Comprehensive Income ($242 million pretax) will be reclassified to interest
expense over the lives of the swap contracts (primarily five to 10 years).

<TABLE>
<CAPTION>
In Millions                                                      MAY 26, 2002    May 27, 2001
- ---------------------------------------------------------------------------------------------
<S>                                                                   <C>             <C>
6% notes due 2012                                                     $ 2,000         $    --
5 1/8% notes due 2007                                                   1,500              --
Medium-term notes, 4.8% to 9.1%, due 2003 to 2078                         922           1,274
7.0% notes due Sept. 15, 2004                                             150             157
Zero coupon notes, yield 11.1%, $261 due Aug. 15, 2013                     78              70
Zero coupon notes, yield 11.7%, $54 due Aug. 15, 2004                      42              38
8.2% ESOP loan guaranty, due through June 30, 2007                         21              30
Notes payable, reclassified                                             1,050           1,000
Other                                                                      76               1
- ---------------------------------------------------------------------------------------------
                                                                        5,839           2,570
Less amounts due within one year                                         (248)           (349)
- ---------------------------------------------------------------------------------------------
   Total Long-term Debt                                               $ 5,591         $ 2,221
=============================================================================================
</TABLE>

SEE NOTE SEVEN FOR A DESCRIPTION OF RELATED INTEREST-RATE DERIVATIVE
INSTRUMENTS.


                                                                              31
<PAGE>


In 2001, we issued $284 million of debt under our medium-term note program with
maturities up to two years and interest rates varying from 7.0 to 7.4 percent.

The Company has guaranteed the debt of the Employee Stock Ownership Plan;
therefore, the loan is reflected on our consolidated balance sheets as long-term
debt with a related offset in Unearned Compensation in Stockholders' Equity.

The sinking fund and principal payments due on long-term debt are (in millions)
$248, $104, $225, $54 and $1,536 in 2003, 2004, 2005, 2006 and 2007,
respectively. The 2005 and 2006 amounts are exclusive of $12 million and $5
million, respectively, of interest yet to be accreted on zero coupon notes. The
notes payable that are reclassified under our revolving credit agreement are not
included in these principal payments.

Our marketable securities (see Note Five) include zero coupon U.S. Treasury and
other top-rated securities. These investments are intended to provide funds for
the payment of principal and interest for the zero coupon notes due Aug. 15,
2004, and Aug. 15, 2013.

9. MINORITY INTEREST

In April 2002, the Company and certain of its wholly owned subsidiaries
contributed assets with an aggregate fair market value of approximately $4
billion to another subsidiary (GMC), a limited liability company. GMC is a
separate and distinct legal entity from the Company and its subsidiaries, and
has separate assets, liabilities, businesses and operations. The contributed
assets consist primarily of manufacturing assets and intellectual property
associated with the production and retail sale of Big G ready-to-eat cereals,
PROGRESSO soups and OLD EL PASO products. In exchange for the contribution of
these assets, GMC issued the managing membership interest and Class A and Class
B preferred membership interests to wholly owned subsidiaries of the Company.
The managing member directs the business activities and operations of GMC and
has fiduciary responsibilities to GMC and its members. Other than rights to vote
on certain matters, holders of the Class A and Class B interests have no right
to direct the management of GMC.

In May 2002, GMC sold approximately 30 percent of the Class A interests to an
unrelated third-party investor in exchange for $150 million. The Class A
interests receive quarterly preferred distributions at a floating rate equal to
the three-month LIBOR plus 90 basis points. The GMC limited liability company
agreement requires that the rate of the preferred distributions for the Class A
interests be reset by agreement between the third-party investors and GMC every
five years, beginning in May 2007. If GMC and the investors fail to mutually
agree on a new rate of preferred distributions, GMC must remarket the
securities. Upon a failed remarketing, the rate over LIBOR will be increased by
75 basis points (up to a maximum total of 300 basis points following a scheduled
reset date). In the event of four consecutive failed remarketings, the
third-party investors can force a liquidation and winding up of GMC.

GMC has a scheduled duration of 20 years. However, GMC, through the managing
member, may elect to redeem all of the Class A interests held by third-party
investors at any time for an amount equal to the investors' capital accounts,
plus an optional retirement premium if such retirement occurs prior to June
2007. Under certain circumstances, GMC also may be dissolved and liquidated
earlier. Events requiring liquidation include, without limitation, the
bankruptcy of GMC or its subsidiaries, failure to deliver the preferred
quarterly return, failure to comply with portfolio requirements, breaches of
certain covenants, and four consecutive failed attempts to remarket the Class A
interests. In the event of a liquidation of GMC, the third-party investors that
hold the Class A interests would be entitled to repayment from the proceeds of
liquidation prior to the subsidiaries of the Company that are members of GMC.
The managing member may avoid liquidation in most circumstances by exercising an
option to purchase the preferred interests. An election to redeem the preferred
membership interests could impact the Company's liquidity by requiring the
Company to refinance the redemption price or liquidate a portion of GMC assets.

Currently, all of the Class B interests are held by a subsidiary of the Company.
The Company may offer the Class B interests and the remaining, unsold Class A
interests to third-party investors on terms and conditions to be determined.

For financial reporting purposes, the assets, liabilities, results of
operations, and cash flows of GMC are included in the Company's consolidated
financial statements. The third-party investor's Class A interest in GMC is
reflected as a minority interest on the consolidated balance sheet of the
Company.

Subsequent to fiscal year end, General Mills Capital, Inc. (GM Capital), a
wholly owned subsidiary, sold $150 million of its Series A preferred stock to an
unrelated third-party investor. GM Capital regularly enters into transactions
with the Company to purchase receivables of the Company. These receivables are
included in the consolidated balance sheet and the $150 million purchase price
for the Series A preferred stock will be reflected as additional minority
interest on the balance sheet. The proceeds from the issuance of the preferred
stock were used to pay down commercial paper.


32
<PAGE>


10. STOCKHOLDERS' EQUITY

Cumulative preference stock of 5 million shares, without par value, is
authorized but unissued.

We have a shareholder rights plan that entitles each outstanding share of common
stock to one right. Each right entitles the holder to purchase one
two-hundredths of a share of cumulative preference stock (or, in certain
circumstances, common stock or other securities), exercisable upon the
occurrence of certain events. The rights are not transferable apart from the
common stock until a person or group has acquired 20 percent or more, or makes a
tender offer for 20 percent or more, of the common stock. Then each right will
entitle the holder (other than the acquirer) to receive, upon exercise, common
stock of either the Company or the acquiring company having a market value equal
to two times the exercise price of the right. The initial exercise price is $120
per right. The rights are redeemable by the Board of Directors at any time prior
to the acquisition of 20 percent or more of the outstanding common stock. The
shareholder rights plan has been specifically amended so that the Pillsbury
transaction described in Note Two does not trigger the exercisability of the
rights. The rights expire on Feb. 1, 2006. At May 26, 2002, there were 367
million rights issued and outstanding.

The Board of Directors has authorized the repurchase, from time to time, of
common stock for our treasury, provided that the number of treasury shares shall
not exceed 170 million.

Through private transactions in fiscal 2002 and 2001 that were a part of our
stock repurchase program, we issued put options and purchased call options
related to our common stock. In 2002 and 2001, we issued put options for 7
million and 17 million shares for $17 million and $36 million in premiums paid
to the Company, respectively. As of May 26, 2002, put options for 10 million
shares remained outstanding at exercise prices ranging from $37.00 to $47.00 per
share with exercise dates from June 14, 2002, to May 20, 2003. In 2002 and 2001,
we purchased call options for 4 million and 8 million shares for $16 million and
$34 million in premiums paid by the Company, respectively. As of May 26, 2002,
call options for 9 million shares remained outstanding at exercise prices
ranging from $34.00 to $54.84 per share with exercise dates from June 17, 2002,
to Nov. 20, 2003.

The following table provides details of Other Comprehensive Income:

<TABLE>
<CAPTION>
                                                                                 Other
                                                                     Tax       Compre-
                                                    Pretax      (Expense)      hensive
In Millions                                         Change       Benefit        Income
- --------------------------------------------------------------------------------------
<S>                                                  <C>           <C>           <C>
Fiscal year ended May 28, 2000
   Foreign currency translation                      $ (25)        $   3         $ (22)
   Minimum pension liability                             1            --             1
   Other fair value changes:
     Securities                                        (13)            5            (8)
- --------------------------------------------------------------------------------------
Other Comprehensive Income                           $ (37)        $   8         $ (29)
======================================================================================
Fiscal year ended May 27, 2001
   Foreign currency translation                      $  (8)        $   1         $  (7)
   Minimum pension liability                            (8)            3            (5)
   Other fair value changes:
     Securities                                          8            (3)            5
- --------------------------------------------------------------------------------------
Other Comprehensive Income                           $  (8)        $   1         $  (7)
======================================================================================
Fiscal year ended May 26, 2002
   Foreign currency translation                      $  (4)        $  --         $  (4)
   Minimum pension liability                             7            (3)            4
   Other fair value changes:
     Securities                                         (3)            1            (2)
     Hedge derivatives                                (343)          127          (216)
   Reclassification to earnings:
     Securities                                        (15)            6            (9)
     Hedge derivatives                                 163           (61)          102
   Cumulative effect of adopting SFAS No. 133         (251)           93          (158)
- --------------------------------------------------------------------------------------
OTHER COMPREHENSIVE INCOME                           $(446)        $ 163         $(283)
======================================================================================
</TABLE>

Except for reclassification to earnings, changes in Other Comprehensive Income
are primarily noncash items.

Accumulated Other Comprehensive Income balances were as follows:

<TABLE>
<CAPTION>
In Millions                                                MAY 26, 2002   May 27, 2001
- --------------------------------------------------------------------------------------
<S>                                                               <C>            <C>
Foreign currency translation adjustments                          $(113)         $(109)
Unrealized gain (loss) from:
   Securities                                                        16             27
   Hedge derivatives                                               (272)            --
Pension plan minimum liability                                       (7)           (11)
- --------------------------------------------------------------------------------------
Accumulated Other Comprehensive Income                            $(376)         $ (93)
======================================================================================
</TABLE>


                                                                              33
<PAGE>


11. STOCK PLANS

The Company uses broad-based stock plans to help ensure alignment with
stockholders' interests. A total of 8,984,631 shares are available for grant
under the 1998 senior management plan through Oct. 1, 2005, the 1998 employee
plan (which has no specified duration) and the 2001 director plan through Sept.
30, 2006. Shares available for grant are reduced by shares issued, net of shares
surrendered to the Company in stock-for-stock exercises. Options may be priced
only at 100 percent of the fair market value at the date of grant. No options
now outstanding have been re-priced since the original date of grant. Options
now outstanding include some granted under the 1988, 1990, 1993 and 1995 option
plans, under which no further rights may be granted. All options expire within
10 years and one month after the date of grant. The stock plans provide for full
vesting of options upon completion of specified service periods, or in the event
there is a change of control.

Stock subject to a restricted period and a purchase price, if any (as determined
by the Compensation Committee of the Board of Directors), may be granted to key
employees under the 1998 employee plan. Restricted stock, up to 50 percent of
the value of an individual's cash incentive award, may be granted through the
Executive Incentive Plan. Certain restricted stock awards require the employee
to deposit personally owned shares (on a one-for-one basis) with the Company
during the restricted period. The 2001 director plan allows each nonemployee
director to annually receive 1,000 restricted stock units convertible to common
stock at a date of the director's choosing following his or her one-year term.
In 2002, 2001 and 2000, grants of 691,115, 353,500 and 330,229 shares of
restricted stock or units were made to employees and directors with weighted
average values at grant of $46.93, $37.61 and $38.49 per share, respectively. On
May 26, 2002, a total of 1,634,158 restricted shares and units were outstanding
under all plans.

The 1988 plan permitted the granting of performance units corresponding to stock
options granted. The value of performance units was determined by return on
equity and growth in earnings per share measured against preset goals over
three-year performance periods. For seven years after a performance period,
holders may elect to receive the value of performance units (with interest) as
an alternative to exercising corresponding stock options. On May 26, 2002, there
were 48,614 options outstanding with corresponding performance unit accounts.
The value of these options exceeded the value of the performance unit accounts.

The following table contains information on stock option activity. Approximately
33 percent of the options outstanding at May 26, 2002, were granted under the
Salary Replacement Option and Deposit Stock OptionPlans, both of which have been
discontinued.

<TABLE>
<CAPTION>
                                                        Weighted                   Weighted
                                                         Average                    Average
                                            Options     Exercise       Options     Exercise
                                        Exercisable    Price per   Outstanding    Price per
                                         (Thousands)       Share    (Thousands)       Share
- -------------------------------------------------------------------------------------------
<S>                                          <C>          <C>           <C>          <C>
Balance at May 30, 1999                      24,232       $25.05        53,076       $28.17
   Granted                                                              11,445        37.49
   Exercised                                                            (5,679)       21.82
   Expired                                                                (552)       33.42
- -------------------------------------------------------------------------------------------
Balance at May 28, 2000                      25,412        26.40        58,290        30.57
   Granted                                                              11,600        38.07
   Exercised                                                            (5,651)       24.60
   Expired                                                                (741)       35.98
- -------------------------------------------------------------------------------------------
Balance at May 27, 2001                      27,724        27.79        63,498        32.40
   Granted                                                              14,567        48.17
   Exercised                                                            (6,569)       27.64
   Expired                                                                (421)       39.44
- -------------------------------------------------------------------------------------------
BALANCE AT MAY 26, 2002                      30,149       $29.18        71,075       $36.03
===========================================================================================
</TABLE>

The following table provides information regarding options exercisable and
outstanding as of May 26, 2002:

<TABLE>
<CAPTION>
                                         Weighted                    Weighted      Weighted
Range of                                  Average                     Average       Average
Exercise                    Options      Exercise       Options      Exercise     Remaining
Price                   Exercisable     Price per   Outstanding     Price per   Contractual
per Share                (Thousands)        Share    (Thousands)        Share   Life (Years)
- -------------------------------------------------------------------------------------------
<S>                           <C>          <C>            <C>          <C>             <C>
Under $25                     4,976        $22.61         4,982        $22.61          2.26
$25-$30                      12,392         26.46        12,401         26.47          2.53
$30-$35                       9,822         32.24        19,836         33.28          6.65
$35-$40                         173         36.96         8,464         37.43          6.25
Over $40                      2,786         41.77        25,392         45.02          8.91
- -------------------------------------------------------------------------------------------
                             30,149        $29.18        71,075        $36.03          6.38
===========================================================================================
</TABLE>

Stock-based compensation expense related to restricted stock for 2002, 2001 and
2000 was $16 million, $11 million and $9 million, respectively, using the
intrinsic value-based method of accounting for stock-based compensation plans.
Effective with 1997, we adopted the disclosure requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation." SFAS No. 123 allows either a fair
value-based method or an intrinsic value-based method of accounting for such
compensation plans. Had compensation expense for our stock option plan grants
been determined using the fair value-based method, net earnings, basic earnings
per share and diluted earnings per share would have been approximately $384
million, $1.16 and $1.13, respectively, for 2002; $621 million, $2.19 and $2.15,
respectively, for 2001; and, $575 million, $1.92 and $1.89, respectively, for
2000. The weighted average fair values at grant date of the options granted in
2002, 2001 and 2000 were estimated as $11.77, $8.78 and


34
<PAGE>


$8.89, respectively, using the Black-Scholes option-pricing model with the
following weighted average assumptions:

<TABLE>
<CAPTION>
                                                          2002         2001          2000
- -----------------------------------------------------------------------------------------
<S>                                                    <C>          <C>           <C>
Risk-free interest rate                                   5.1%         5.6%          6.3%
Expected life                                          7 YEARS      7 years       7 years
Expected volatility                                        20%          20%           18%
Expected dividend growth rate                               8%           8%            8%
=========================================================================================
</TABLE>

The Black-Scholes model requires the input of highly subjective assumptions and
may not provide a reliable measure of fair value.

12. EARNINGS PER SHARE

Basic and diluted earnings per share (EPS) were calculated using the following:

<TABLE>
<CAPTION>
In Millions, Fiscal Year                                  2002         2001          2000
- -----------------------------------------------------------------------------------------
<S>                                                       <C>          <C>           <C>
Net earnings                                              $458         $665          $614
- -----------------------------------------------------------------------------------------
Average number of common shares - basic EPS                331          284           299
- -----------------------------------------------------------------------------------------
Incremental share effect from:
   Stock options                                            11            8             8
   Restricted stock, stock rights and puts                  --           --            --
- -----------------------------------------------------------------------------------------
Average number of common shares - diluted EPS              342          292           307
=========================================================================================
</TABLE>

The diluted EPS calculation does not include 4 million, 8 million and 9 million
average anti-dilutive stock options, nor does it include 13 million, 15 million
and 8 million average anti-dilutive put options in 2002, 2001 and 2000,
respectively.

13. INTEREST EXPENSE

The components of net interest expense are as follows:

<TABLE>
<CAPTION>
In Millions, Fiscal Year                                  2002         2001          2000
- -----------------------------------------------------------------------------------------
<S>                                                       <C>          <C>           <C>
Interest expense                                          $445         $223          $168
Capitalized interest                                        (3)          (2)           (2)
Interest income                                            (26)         (15)          (14)
- -----------------------------------------------------------------------------------------
   Interest, net                                          $416         $206          $152
=========================================================================================
</TABLE>

During 2002, 2001 and 2000, we paid interest (net of amount capitalized) of $346
million, $215 million and $167 million, respectively.

14. RETIREMENT AND OTHER POSTRETIREMENT BENEFIT PLANS

We have defined-benefit retirement plans covering most employees. Benefits for
salaried employees are based on length of service and final average
compensation. The hourly plans include various monthly amounts for each year of
credited service. Our funding policy is consistent with the requirements of
federal law. Our principal retirement plan covering salaried employees has a
provision that any excess pension assets would vest in plan participants if the
plan is terminated within five years of a change in control.

We sponsor plans that provide health-care benefits to the majority of our
retirees. The salaried health-care benefit plan is contributory, with retiree
contributions based on years of service. We fund related trusts for certain
employees and retirees on an annual basis.

Trust assets related to the above plans consist principally of listed equity
securities, corporate obligations and U.S. government securities.

Reconciliation of the funded status of the plans and the amounts included in the
balance sheet are as follows:

<TABLE>
<CAPTION>
                                                                                Postretirement
                                                     Pension Plans              Benefit Plans
- ------------------------------------------------------------------------------------------------
In Millions                                          2002         2001         2002         2001
- ------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>          <C>          <C>
Fair Value of Plan Assets
   Beginning fair value                           $ 1,606      $ 1,578      $   237      $   230
   Actual return on assets                             (2)          83          (10)          (2)
   Acquisition                                      1,167           --           --           --
   Company contributions                                7           11           29           28
   Plan participant contributions                      --           --            5            2
   Benefits paid from plan assets                    (107)         (66)         (28)         (21)
- ------------------------------------------------------------------------------------------------
Ending Fair Value                                 $ 2,671      $ 1,606      $   233      $   237
================================================================================================
Projected Benefit Obligation
   Beginning obligations                          $ 1,077      $   958      $   286      $   231
   Service cost                                        34           18           11            6
   Interest cost                                      122           79           33           21
   Plan amendment                                      21            1          (13)          --
   Curtailment                                          5           --            2           --
   Plan participant contributions                      --           --            5            2
   Actuarial loss (gain)                              (15)          87           72           42
   Acquisition                                        963           --          248           --
   Actual benefits paid                              (107)         (66)         (33)         (16)
- ------------------------------------------------------------------------------------------------
Ending Obligations                                $ 2,100      $ 1,077      $   611      $   286
================================================================================================
Funded Status of Plans                            $   571      $   529      $  (378)     $   (49)
- ------------------------------------------------------------------------------------------------
   Unrecognized actuarial loss                        334          106          154           59
   Unrecognized prior service costs (credits)          49           36          (17)          (5)
   Unrecognized transition asset                       (3)         (18)          --           --
- ------------------------------------------------------------------------------------------------
Net Amount Recognized                             $   951      $   653      $  (241)     $     5
================================================================================================
Amounts Recognized on Balance Sheets
- ------------------------------------------------------------------------------------------------
   Prepaid asset                                  $ 1,001      $   677      $    82      $    75
   Accrued liability                                  (62)         (44)        (323)         (70)
   Intangible asset                                    --            1           --           --
   Minimum liability adjustment in equity              12           19
- ------------------------------------------------------------------------------------------------
Net Amount Recognized                             $   951      $   653      $  (241)     $     5
================================================================================================
</TABLE>


                                                                              35
<PAGE>


Plans with obligations in excess of plan assets:

<TABLE>
<CAPTION>
                                                                                               Postretirement
                                                                          Pension Plans        Benefit Plans
- --------------------------------------------------------------------------------------------------------------
In Millions                                                              2002       2001       2002       2001
- --------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>        <C>        <C>
Accumulated benefit obligation                                           $ 71       $ 44       $466       $166
Plan assets at fair value                                                   9         --         45         41
==============================================================================================================
</TABLE>

Assumptions as of year-end are:

<TABLE>
<CAPTION>
                                                                                                Postretirement
                                                                          Pension Plans         Benefit Plans
- --------------------------------------------------------------------------------------------------------------
                                                                         2002       2001       2002       2001
- --------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>        <C>        <C>
Discount rate                                                            7.50%      7.75%      7.50%      7.75%
Rate of return on plan assets                                            10.4       10.4       10.0       10.0
Salary increases                                                          4.4        4.4         --         --
Annual increase in cost of benefits                                        --         --        8.3        6.6
==============================================================================================================
</TABLE>

The annual increase in cost of postretirement benefits is assumed to decrease
gradually in future years, reaching an ultimate rate of 5.2 percent in the year
2007.

Components of net benefit (income) or expense each year are as follows:

<TABLE>
<CAPTION>
                                                                                         Postretirement
                                                          Pension Plans                  Benefit Plans
- --------------------------------------------------------------------------------------------------------------
In Millions                                        2002       2001       2000       2002       2001       2000
- --------------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>        <C>        <C>
Service cost                                      $  34      $  18      $  20      $  11      $   6      $   6
Interest cost                                       122         79         69         33         21         17
Expected return on plan assets                     (241)      (159)      (142)       (23)       (23)       (22)
Amortization of transition asset                    (15)       (15)       (14)        --         --         --
Amortization of (gains) losses                        2          2          1          3          1          1
Amortization of prior service costs (credits)         8          6          6         (1)        (2)        (2)
Settlement or curtailment losses                      5         --         --          2         --         --
- --------------------------------------------------------------------------------------------------------------
   Net (income) expense                           $ (85)     $ (69)     $ (60)     $  25      $   3      $  --
==============================================================================================================
</TABLE>

Assumed trend rates for health-care costs have an important effect on the
amounts reported for the postretirement benefit plans. If the health-care cost
trend rate increased by 1 percentage point in each future year, the aggregate of
the service and interest cost components of postretirement expense would
increase for 2002 by $5 million, and the postretirement accumulated benefit
obligation as of May 26, 2002, would increase by $51 million. If the health-care
cost trend rate decreased by 1 percentage point in each future year, the
aggregate of the service and interest cost components of postretirement expense
would decrease for 2002 by $4 million, and the postretirement accumulated
benefit obligation as of May 26, 2002, would decrease by $44 million.

The General Mills Savings Plan is a defined contribution plan that covers our
salaried and nonunion employees. It had net assets of $1,666 million at May 26,
2002, and $1,071 million at May 27, 2001. This plan is a 401(k) savings plan
that includes a number of investment funds and an Employee Stock Ownership Plan
(ESOP). The ESOP's only assets are Company common stock and temporary cash
balances. Company expense recognized in 2002, 2001 and 2000 was $9 million, $8
million and $8 million, respectively. The ESOP's share of this expense was $3
million, $7 million and $7 million, respectively. The ESOP's expense is
calculated by the "shares allocated" method.

The ESOP uses Company common stock to convey benefits to employees and, through
increased stock ownership, to further align employee interests with those of
shareholders. The Company matches a percentage of employee contributions to the
ESOP with a base match plus a variable year-end match that depends on annual
results. Employees receive the Company match in the form of common stock.

The ESOP originally purchased Company common stock principally with funds
borrowed from third parties (and guaranteed by the Company). The ESOP shares are
included in net shares outstanding for the purposes of calculating earnings per
share. The ESOP's third-party debt is described in Note Eight.

The Company treats cash dividends paid to the ESOP the same as other dividends.
Dividends received on leveraged shares (i.e., all shares originally purchased
with the debt proceeds) are used for debt service, while dividends received on
unleveraged shares are passed through to participants.

The Company's cash contribution to the ESOP is calculated so as to pay off
enough debt to release sufficient shares to make the Company match. The ESOP
uses the Company's cash contributions to the plan, plus the dividends received
on the ESOP's leveraged shares, to make principal and interest payments on the
ESOP's debt. As loan payments are made, shares become unencumbered by debt and
are committed to be allocated. The ESOP allocates shares to individual employee
accounts on the basis of the match of employee payroll savings (contributions),
plus reinvested dividends received on previously allocated shares. In 2002, 2001
and 2000, the ESOP incurred interest expense of $2 million, $3 million and $4
million, respectively. The ESOP used dividends of $8 million, $7 million and $9
million, along with Company contributions of $3 million, $6 million and $6
million to make interest and principal payments in the respective years.

The number of shares of Company common stock in the ESOP is summarized as
follows:

<TABLE>
<CAPTION>
Number of Shares, in Thousands                                   MAY 26, 2002   May 27, 2001
- --------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>
Unreleased shares                                                       1,170          1,652
Committed to be allocated                                                  15             24
Allocated to participants                                               5,500          5,680
- --------------------------------------------------------------------------------------------
   Total shares                                                         6,685          7,356
============================================================================================
</TABLE>


36
<PAGE>


15. PROFIT-SHARING PLAN

The Executive Incentive Plan provides incentives to key employees who have the
greatest potential to contribute to current earnings and successful future
operations. These awards are approved by the Compensation Committee of the Board
of Directors, which consists solely of independent, outside directors. Awards
are based on performance against pre-established goals approved by the
Committee. Profit-sharing expense was $11 million, $12 million and $10 million
in 2002, 2001 and 2000, respectively.

16. INCOME TAXES

The components of earnings before income taxes and earnings of joint ventures
and the corresponding income taxes thereon are as follows:

<TABLE>
<CAPTION>
In Millions, Fiscal Year                                       2002          2001          2000
- -----------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>           <C>
Earnings before income taxes:
   U.S                                                        $ 653         $ 991         $ 919
   Foreign                                                       14             7            28
- -----------------------------------------------------------------------------------------------
       Total earnings before income taxes                     $ 667         $ 998         $ 947
- -----------------------------------------------------------------------------------------------
Income taxes:
   Current:
     Federal                                                  $ 127         $ 283         $ 280
     State and local                                              8            20            14
     Foreign                                                     11            (2)           (2)
- -----------------------------------------------------------------------------------------------
       Total current                                            146           301           292
- -----------------------------------------------------------------------------------------------
   Deferred:
     Federal                                                     84            42            44
     State and local                                             15             5            (5)
     Foreign                                                     (6)            2             5
- -----------------------------------------------------------------------------------------------
       Total deferred                                            93            49            44
- -----------------------------------------------------------------------------------------------
         Total Income Taxes                                   $ 239         $ 350         $ 336
===============================================================================================
</TABLE>

During 2002, 2001 and 2000, we paid income taxes of $196 million, $231 million
and $284 million, respectively.

In fiscal 1982 and 1983 we purchased certain income tax items from other
companies through tax lease transactions. Total current income taxes charged to
earnings reflect the amounts attributable to operations and have not been
materially affected by these tax leases. Actual current taxes payable relating
to 2002, 2001 and 2000 operations were increased by approximately $3 million,
$16 million and $22 million, respectively, due to the current effect of tax
leases. These tax payments do not affect taxes for statement of earnings
purposes since they repay tax benefits realized in prior years. The repayment
liability is classified as Deferred Income Taxes - Tax Leases.

The following table reconciles the U.S. statutory income tax rate with the
effective income tax rate:

<TABLE>
<CAPTION>
Fiscal Year                                                    2002          2001          2000
- -----------------------------------------------------------------------------------------------
<S>                                                            <C>           <C>           <C>
U.S. statutory rate                                            35.0%         35.0%         35.0%
- -----------------------------------------------------------------------------------------------
State and local income taxes,
   net of federal tax benefits                                  2.3           1.6           1.3
Other, net                                                     (1.5)         (1.6)          (.8)
- -----------------------------------------------------------------------------------------------
   Effective Income Tax Rate                                   35.8%         35.0%         35.5%
===============================================================================================
</TABLE>

The tax effects of temporary differences that give rise to deferred tax assets
and liabilities are as follows:

<TABLE>
<CAPTION>
In Millions                                                         MAY 26, 2002   May 27, 2001
- -----------------------------------------------------------------------------------------------
<S>                                                                      <C>               <C>
Accrued liabilities                                                      $106              $ 65
Unusual charges                                                           104                 9
Compensation and employee benefits                                        111                73
Unrealized hedge losses                                                   163                --
Tax credit carryforwards                                                   51                 8
Other                                                                      23                14
- -----------------------------------------------------------------------------------------------
   Gross deferred tax assets                                              558               169
- -----------------------------------------------------------------------------------------------
Depreciation                                                              281               134
Prepaid pension asset                                                     289               255
Intangible assets                                                          22                10
Other                                                                      51                54
- -----------------------------------------------------------------------------------------------
   Gross deferred tax liabilities                                         643               453
- -----------------------------------------------------------------------------------------------
Valuation allowance                                                        10                 3
- -----------------------------------------------------------------------------------------------
   Net Deferred Tax Liability                                            $ 95              $287
===============================================================================================
</TABLE>

We have not recognized a deferred tax liability for unremitted earnings of $87
million from our foreign operations because we do not expect those earnings to
become taxable to us in the foreseeable future and because a determination of
the potential liability is not practicable. If a portion were to be remitted, we
believe income tax credits would substantially offset any resulting tax
liability.

17. LEASES AND OTHER COMMITMENTS

An analysis of rent expense by property leased follows:

<TABLE>
<CAPTION>
In Millions, Fiscal Year                                             2002       2001       2000
- -----------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Warehouse space                                                       $26        $25        $24
Equipment                                                              23         11          8
Other                                                                  19          7          7
- -----------------------------------------------------------------------------------------------
   Total Rent Expense                                                 $68        $43        $39
===============================================================================================
</TABLE>

Some leases require payment of property taxes, insurance and maintenance costs
in addition to the rent payments. Contingent and escalation rent in excess of
minimum rent payments and sublease income netted in rent expense were
insignificant.


                                                                              37
<PAGE>


Noncancelable future lease commitments (in millions) are: $59 in 2003, $44 in
2004, $35 in 2005, $31 in 2006, $22 in 2007 and $96 after 2007, with a
cumulative total of $287. These future lease commitments will be partially
offset by future sublease receipts of $46 million.

We are contingently liable under guaranties and comfort letters for $212
million. The guaranties and comfort letters are principally issued to support
borrowing arrangements, primarily for our joint ventures. We remain the
guarantor on certain leases and other obligations of Darden Restaurants, Inc.
(Darden), an entity we spun off as of May 28, 1995. However, Darden has
indemnified us against any related loss.

The Company is involved in various claims, including environmental matters,
arising in the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters, either individually or in aggregate, will
not have a material adverse effect on the Company's financial position or
results of operations.

18. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

We operate exclusively in the consumer foods industry, with multiple operating
segments organized generally by product categories.

Following the acquisition of Pillsbury, we restructured our management
organization. Consistent with our new organization and SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," we have
aggregated our operating segments into three reportable segments: 1) U.S.
Retail; 2) Bakeries and Foodservice; and 3) International. U.S. Retail consists
of cereals, meals, refrigerated and frozen dough products, baking products,
snacks, yogurt and other. Our Bakeries and Foodservice segment consists of
products marketed to bakeries and offered to the commercial and noncommercial
foodservice sectors throughout the United States and Canada. The International
segment includes our retail business outside the United States and our
foodservice business outside of the United States and Canada.

During 2002, there was one individual customer that generated 12 percent of our
net sales. There were no individual customers that generated more than 10
percent of our net sales during 2001 and 2000.

Management reviews operating results to evaluate segment performance. Operating
profit for the reportable segments excludes general corporate expenses. Interest
expense and income taxes are centrally managed at the corporate level and,
therefore, are not allocated to segments since they are excluded from the
measure of segment profitability reviewed by the Company's management. Under our
supply chain organization, our manufacturing, warehouse, distribution and sales
activities are substantially integrated across our operations in order to
maximize efficiency and productivity. As a result, fixed assets, capital
expenditures for long-lived assets, and depreciation and amortization expenses
are not maintained nor available by operating segment.

The measurement of operating segment results is generally consistent with the
presentation of the consolidated statements of earnings. Intercompany
transactions between reportable operating segments were not material in the
periods presented.

<TABLE>
<CAPTION>
In Millions, Fiscal Year                                    2002          2001          2000
- --------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>           <C>
Net Sales:
   U.S. Retail                                           $ 6,143       $ 4,790       $ 4,560
   Bakeries and Foodservice                                1,028           397           355
   International                                             778           263           258
- --------------------------------------------------------------------------------------------
     Total                                                 7,949         5,450         5,173
- --------------------------------------------------------------------------------------------
Operating Profit Before Unusual Items:
   U.S. Retail                                           $ 1,066       $ 1,057       $ 1,013
   Bakeries and Foodservice                                  146            91            81
   International                                              45            17            18
   Unallocated Corporate Items                                16             4           (13)
- --------------------------------------------------------------------------------------------
     Total                                                 1,273         1,169         1,099
- --------------------------------------------------------------------------------------------
Operating Profit Including Unusual Items:
   U.S. Retail                                           $   999       $ 1,100       $ 1,013
   Bakeries and Foodservice                                  144            91            81
   International                                              45            17            18
   Unallocated Corporate Items                              (105)           (4)          (13)
- --------------------------------------------------------------------------------------------
     Total                                                 1,083         1,204         1,099
Interest, net                                                416           206           152
Income Taxes                                                 239           350           336
Earnings from Joint Ventures                                  33            17             3
- --------------------------------------------------------------------------------------------
Earnings before cumulative effect of change in
   accounting principle                                      461           665           614
Cumulative effect of change in accounting principle           (3)           --            --
- --------------------------------------------------------------------------------------------
Net Earnings                                             $   458       $   665       $   614
============================================================================================
</TABLE>

The following table provides net sales information for our primary product
categories:

<TABLE>
<CAPTION>
In Millions, Fiscal Year                                    2002          2001          2000
- --------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>           <C>
Product Categories:
   U.S. Retail:
     Big G Cereals                                       $ 1,866       $ 1,963       $ 1,986
     Meals                                                 1,161           580           555
     Pillsbury USA                                           793            --            --
     Baking Products                                         786           824           804
     Snacks                                                  722           711           630
     Yogurt/Health Ventures/Other                            815           712           585
- --------------------------------------------------------------------------------------------
       Total U.S. Retail                                   6,143         4,790         4,560
- --------------------------------------------------------------------------------------------
   Bakeries and Foodservice                                1,028           397           355
- --------------------------------------------------------------------------------------------
   International:
     Canada                                                  283           177           178
     Rest of World                                           495            86            80
- --------------------------------------------------------------------------------------------
       Total International                                   778           263           258
- --------------------------------------------------------------------------------------------
         Consolidated Total                              $ 7,949       $ 5,450       $ 5,173
============================================================================================
</TABLE>


38
<PAGE>


The following table provides earnings information for our joint venture
activities by operating segment:

<TABLE>
<CAPTION>
In Millions, Fiscal Year                                     2002          2001         2000
- --------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>          <C>
Earnings (Loss) After Tax:
   U.S. Retail                                            $    (6)      $    --      $    --
   International                                               39            17            3
- --------------------------------------------------------------------------------------------
     Total                                                $    33       $    17      $     3
============================================================================================
</TABLE>

The following table provides financial information by geographic area:

<TABLE>
<CAPTION>
In Millions, Fiscal Year                                     2002          2001         2000
- --------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>          <C>
Net sales:
   U.S                                                    $ 7,139       $ 5,187      $ 4,915
   Non-U.S                                                    810           263          258
- --------------------------------------------------------------------------------------------
     Consolidated Total                                   $ 7,949       $ 5,450      $ 5,173
============================================================================================
Long-lived assets:
   U.S                                                    $ 2,549       $ 1,488      $ 1,395
   Non-U.S                                                    215            13           10
- --------------------------------------------------------------------------------------------
     Consolidated Total                                   $ 2,764       $ 1,501      $ 1,405
============================================================================================
</TABLE>


19. QUARTERLY DATA (UNAUDITED)

Summarized quarterly data for 2002 and 2001 follows:

<TABLE>
<CAPTION>
                                                           First Quarter     Second Quarter      Third Quarter      Fourth Quarter
- ----------------------------------------------------------------------------------------------------------------------------------
In Millions, Except per Share and Market Price Amounts      2002     2001      2002     2001      2002     2001      2002     2001
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>
Net sales                                                 $1,404   $1,306    $1,842   $1,500    $2,379   $1,323    $2,324   $1,321
Gross profit                                                 683      653       802      747       881      615       816      594
Earnings before cumulative effect of change in
 accounting principle                                        191      159       130      203        83      157        57      146
Net earnings                                                 188      159       130      203        83      157        57      146
Earnings per share before cumulative effect of change
 in accounting principle:
   Basic                                                     .67      .56       .43      .72       .23      .55       .16      .51
   Diluted                                                   .65      .55       .41      .70       .22      .54       .15      .50
Net earnings per share:
   Basic                                                     .66      .56       .43      .72       .23      .55       .16      .51
   Diluted                                                   .64      .55       .41      .70       .22      .54       .15      .50
Dividends per share                                         .275     .275      .275     .275      .275     .275      .275     .275
Market price of common stock:
   High                                                    45.36    41.75     51.16    43.44     52.86    45.40     50.39    46.35
   Low                                                     42.05    32.13     42.50    31.38     43.22    38.75     41.61    37.26
==================================================================================================================================
</TABLE>

See Note Three for a description of unusual items. In fiscal 2002, the net
earnings impact was $9 million income, $68 million expense, $24 million expense,
and $37 million expense in quarters one, two, three, and four, respectively. The
net impact per diluted share in fiscal 2002 was $.03 income, $.22 expense, $.06
expense and $.10 expense in quarters one, two, three, and four, respectively. In
fiscal 2001, the net earnings impact was under $1 million expense, $1 million
expense, and $1 million expense in quarters one, two and three, respectively.
There was no impact to diluted EPS in these quarters. The net earnings impact in
the fourth quarter of 2001 was $24 million income ($.08 per diluted share).


                                                                              39

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>11
<FILENAME>genmills023880_ex21.txt
<DESCRIPTION>SUBSIDIARIES OF THE REGISTRANT
<TEXT>
                                                                      Exhibit 21


                           SUBSIDIARIES OF THE COMPANY


     Certain active subsidiaries of the Company and their subsidiaries as of May
26, 2002, are listed below. The names of certain subsidiaries, which considered
in the aggregate would not constitute a significant subsidiary, have been
omitted.

Name                                            State or Country of Organization
- ----                                            --------------------------------
Gardetto's Bakery, Inc.                         Wisconsin
General Mills Canada Corporation                Canada
General Mills Canada, L.P.                      Canada
General Mills Capital, Inc.                     Nevada
General Mills Cereals, LLC                      Delaware
General Mills Cereals Properties, LLC           Delaware
General Mills Continental, Inc.                 Delaware
General Mills Direct Marketing, Inc.            Delaware
General Mills Factoring LLC                     Delaware
General Mills Finance, Inc.                     Delaware
General Mills International Business Two, Inc.  Delaware
General Mills International Limited             Delaware
General Mills International Businesses, Inc.    Delaware
General Mills International Holdings, LLC       Delaware
General Mills IP Holdings I, LLC                Delaware
General Mills IP Holdings II, LLC               Delaware
General Mills Marketing, Inc.                   Delaware
General Mills Missouri, Inc.                    Missouri
General Mills Operations, Inc.                  Delaware
General Mills Products Corp.                    Delaware
General Mills Properties, Inc.                  New York
General Mills Sales, Inc.                       Delaware
General Mills Services, Inc.                    Delaware
GM Cereals Holdings, Inc.                       Delaware
GM Cereals Operations, Inc.                     Delaware
HDIP, Inc.                                      Delaware
Lloyd's Barbecue Company                        Minnesota
Pet Incorporated                                Delaware
The Pillsbury Company                           Delaware
Popcorn Distributors, Inc.                      Delaware
Progresso Quality Foods Company                 Delaware
Small Planet Foods, Inc.                        Washington

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>12
<FILENAME>genmills023880_ex23.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
                                                                      EXHIBIT 23




                               CONSENT OF KPMG LLP


The Board of Directors
General Mills, Inc.:

     We consent to incorporation by reference in the Registration Statements
(No. 2-49637 and 333-75808) on Form S-3 and Registration Statements (Nos.
2-13460, 2-53523, 2-95574, 33-24504, 33-27628, 33-32059, 33-36892, 33-36893,
33-50337, 33-62729, 333-13089, 333-32509, 333-65311, 333-65313, 333-90010, and
333-90012) on Form S-8 of General Mills, Inc. of our report dated June 24, 2002,
relating to the consolidated balance sheets of General Mills, Inc. and
subsidiaries as of May 26, 2002 and May 27, 2001 and the related consolidated
statements of earnings, stockholders' equity, cash flows and our report dated
June 24, 2002 on the related financial statement schedule for each of the fiscal
years in the three-year period ended May 26, 2002, which reports are included or
incorporated by reference in the May 26, 2002 annual report on Form 10-K of
General Mills, Inc.



                                        /s/ KPMG LLP

Minneapolis, Minnesota
August 13, 2002

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
