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                                                                     EXHIBIT 4.2

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                             FISCAL AGENCY AGREEMENT

                                      Among

                      International Multifoods Corporation
                                    as Issuer

                                       and

                                   Diageo plc
                                  as Guarantor


                                       and

                               JPMorgan Chase Bank
                   as Fiscal Agent and Principal Paying Agent

                                       and

                        J. P. Morgan Bank Luxembourg S.A.
                                 as Paying Agent

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

                          Dated as of December 17, 2001

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

                                  $200,000,000

                        6.602% Guaranteed Notes due 2009


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      FISCAL AGENCY AGREEMENT, dated as of December 17, 2001, among
International Multifoods Corporation, a Delaware corporation (the "Issuer"),
Diageo plc, a company incorporated under the laws of England and Wales (the
"Guarantor"), JPMorgan Chase Bank, as fiscal agent, principal paying agent
and as authentication agent, and J.P. Morgan Bank Luxembourg S.A., as paying
agent.

      1. Pursuant to a subscription agreement (the "Subscription Agreement"),
dated December 13, 2001, among the Issuer, the Guarantor, and J.P. Morgan
Securities Ltd. ("JPMSL"), the Issuer has agreed to issue $200,000,000
principal amount of its 6.602% Guaranteed Notes due 2009 (the "Notes") and
the Guarantor has agreed to guarantee the Notes as set forth herein. The
Notes initially will be represented by a temporary global Note, without
interest coupons, substantially in the form set forth in EXHIBIT C (the
"Temporary Global Note"). The Temporary Global Note shall be dated December
17, 2001. The Temporary Global Note will be exchangeable for a permanent
global Note substantially in the form set forth as EXHIBIT D hereto (the
"Permanent Global Note" and, together with the Temporary Global Note, the
"Global Notes"). The Permanent Global Note will be exchangeable, as provided
below, for definitive Notes in bearer form (the "Definitive Notes") in
denominations of $10,000 and $100,000 substantially in the form set forth in
EXHIBITS A-1 AND A-2 hereto. The Definitive Notes shall have interest coupons
appertaining thereto (the "Coupons"), substantially in the form set forth in
EXHIBIT B hereto. The term "Notes" as used herein includes the Global Notes,
any Definitive Notes and the Terms (as defined herein), unless the context
suggests otherwise. The term "Holder", in the case of a Global Note, means
each person that appears in the records of Euroclear or Clearstream (each as
defined herein), as the case may be, as entitled to a particular principal
amount of Notes by reason of an interest in such Global Note, and with
respect to a Definitive Note or any Coupon, means the bearer thereof;
PROVIDED, HOWEVER, that the right to the payment of principal, interest,
additional amounts, if any, and any amount payable upon redemption with
respect to a Global Note shall be vested solely in the bearer thereof. The
term "Guarantee" refers to a guarantee of the due and punctual payment of
principal of and interest on the Notes and any additional amounts described
in Condition 7 of the Terms (as defined below) made by the Guarantor
substantially in the form of EXHIBIT G hereto.

      2. (a) The Issuer hereby appoints (i) JPMorgan Chase Bank, at present
having its main office at Trinity Tower, 9 Thomas More Street, London E1W
1YT, England, as fiscal agent, principal paying agent and authentication
agent; and (ii) J. P. Morgan Bank Luxembourg S.A., as paying agent, in
respect of the Notes and the Coupons, if any, upon the terms and subject to
the conditions set forth herein and in the Terms and Conditions of the Notes
attached hereto as EXHIBIT A-2 (the "Terms"). JPMorgan Chase Bank, in its
capacity as fiscal agent, principal paying agent and authentication agent,
and, subject to Section 10 hereof,


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any successor fiscal agent, is herein called the "Fiscal Agent". J.P. Morgan
Bank Luxembourg S.A. in its capacity as paying agent, together with the
Fiscal Agent in its capacity as principal paying agent and together with any
other paying agents appointed pursuant to Condition 4 of the Terms are herein
called the "Paying Agents" and each a "Paying Agent". The Fiscal Agent and
the Paying Agents shall have the powers and authority granted to and
conferred upon them herein and in the Notes, and such further powers and
authority acceptable to them, to act on behalf of the Issuer as the Issuer
may hereafter grant to or confer upon them.

     (b) The Issuer hereby appoints the offices of the Fiscal Agent and the
Paying Agents as specified in Condition 4 of the Terms, as its paying agents
outside the "United States" (which term for purposes hereof means the United
States of America, including the fifty States and the District of Columbia,
its territories and possessions, and other areas subject to its jurisdiction)
in respect of the Notes and Coupons upon the terms and subject to the
conditions set forth herein and in the Notes and the Coupons.

      3. (a) Upon the execution and delivery of this Agreement and the
Guarantee, Notes in an aggregate outstanding principal amount not in excess
of $200,000,000, from time to time thereafter, may be executed by the Issuer
and delivered to the Fiscal Agent for authentication, and the Fiscal Agent
shall thereupon authenticate and deliver such Notes upon the written order of
the Issuer, signed by any authorized officer of the Issuer (each an
"Officer") without any further action by the Issuer. Such signatures may be
the manual, reproduced or facsimile signatures of a present or any future
such Officer. Any Note that is required to be authenticated by the Fiscal
Agent pursuant to this Section 3 may be authenticated by a duly appointed
attorney-in-fact of the Fiscal Agent. Until a Note has been authenticated it
shall have no effect.

     (b) The Notes and Coupons shall be signed on behalf of the Issuer by any
Officer. Such signatures may be the manual, reproduced or facsimile
signatures of the present or any future such Officer. Typographical and other
minor errors or defects in any such signature shall not affect the validity
or enforceability of any Note (or any Coupons appertaining thereto) which has
been duly authenticated and delivered by the Fiscal Agent.

      In case any Officer who shall have signed any of the Notes or Coupons
shall cease to serve as such Officer before the Note so signed (or the Note
to which the Coupon so signed is attached) shall be authenticated and
delivered by the Fiscal Agent or disposed by the Issuer, such Note
nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Note had not ceased to serve as such Officer of the
Issuer, and any Note or Coupon may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Note or Coupon, shall
be the proper Officers,


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although at the date of the execution and delivery of this Agreement any such
person was not such an Officer.

     (c) Notes and Coupons will be replaced by the Fiscal Agent in accordance
with Condition 13 of the Terms. Title to the Notes and Coupons will pass by
delivery.

      4. (a) The Notes initially will be issued in the form of a Temporary
Global Note in bearer form without coupons, in the denomination of
$200,000,000, substantially in the form set forth in EXHIBIT C hereto. The
Temporary Global Note shall be signed on behalf of the Issuer by any Officer.
The Temporary Global Note shall be authenticated by the Fiscal Agent upon the
same conditions, in substantially the same manner and with the same effect as
the Permanent Global Note or Definitive Notes. The Fiscal Agent will, upon
the order of the Issuer, deposit the Temporary Global Note with JPMorgan
Chase Bank, as the common depositary (the "Common Depositary") for Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and
Clearstream Banking, societe anonyme ("Clearstream"). The Temporary Global
Note will be held on deposit with the Common Depositary for credit to JPMSL's
securities clearance account (or to such other accounts as JPMSL may have
specified). Execution in facsimile of any Notes and any photostatic copying
or other duplication of Global Notes (in authenticated form, but executed
manually on behalf of the Issuer as stated above) shall be binding upon the
Issuer in the same manner as if such Notes were signed manually by such
signatories.

     (b) For purposes of this Agreement, "Exchange Date" shall mean the date
which is not earlier than 40 days after the closing date as defined in the
Subscription Agreement (the "Closing Date"). Without unnecessary delay but in
any event not less than five days prior to the Exchange Date, the Issuer will
execute and deliver, or procure the delivery of, to the London office of the
Fiscal Agent the Permanent Global Note in bearer form without Coupons.

     (c) On or after the Exchange Date, the Temporary Global Note may be
surrendered to the Fiscal Agent at such office to be exchanged, as a whole or
in part, for interests in the Permanent Global Note in denominations of
$10,000 or $100,000 or integral multiples thereof without charge, and the
Fiscal Agent shall authenticate and deliver, in exchange for such Temporary
Global Note or the portions thereof to be exchanged, an equal aggregate
principal amount of the Permanent Global Note, but only upon presentation to
the Fiscal Agent by the Common Depository of a certificate or certificates in
substantially the form set forth in EXHIBIT F hereto of Euroclear or
Clearstream, with respect to the Temporary Global Note or portions thereof
being exchanged, to the effect that it has received in writing or by
facsimile a certification or certifications in substantially the form set
forth in EXHIBIT E hereto signed by the person appearing


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in its records as the owner of the Temporary Global Note or portions thereof
being exchanged. On exchange in part of the Temporary Global Note, the
principal amount of the Temporary Global Note so exchanged shall be endorsed
by or on behalf of the Fiscal Agent in accordance with the Terms of the Notes
endorsed thereon. Payments of interest or principal on the Temporary Global
Note and any exchange of the Temporary Global Note for Definitive Notes will
only be made upon certification as to non-U.S. beneficial ownership in
substantially the same form as set forth in this paragraph with respect to
the Exchange Date.

     (d) The Permanent Global Note will become exchangeable in whole, but not
in part (free of charge to the Holder), for Definitive Notes in denominations
of $10,000 or $100,000 (i) at any time upon request of any Holder thereof
(including any Accountholder (as defined below)) upon 60 days' prior written
notice to the Fiscal Agent, specifying a Definitive Exchange Date (as defined
below), (ii) if the Issuer or the Guarantor would suffer a material
disadvantage as a result of a change in laws or regulations (taxation or
otherwise) or as a result of a change in the practice of Euroclear or
Clearstream, which would not be suffered were the Notes in definitive form
and a certificate to such effect signed by two duly authorized officers of
the Issuer is given to the Fiscal Agent, or (iii) if Euroclear or Clearstream
is closed for business for a continuous period of 14 days (other than by
reason of legal holidays) or announces an intention permanently to cease
business. Thereupon (in the case of (ii) or (iii) above) the Issuer may give
notice to the Fiscal Agent and the Holders of Notes of its intention to
exchange the Permanent Global Note for Definitive Notes on the Definitive
Exchange Date.

      On any Definitive Exchange Date, the Permanent Global Note shall be
surrendered to or to the order of the Fiscal Agent. In exchange for the
Permanent Global Note, the Issuer will deliver to the relevant Holders, or
procure the delivery of, in either case at its own expense, an equal
aggregate principal amount of Definitive Notes (having attached to them all
Coupons in respect of interest which has not already been paid on the
Permanent Global Note), printed in accordance with any applicable legal and
stock exchange requirements and in or substantially in the form set out in
this Agreement. On exchange of the Permanent Global Note, the Fiscal Agent
will ensure that it is canceled and, if the Issuer so requests, returned to
the Issuer. From and after such time as Definitive Notes are issued in
exchange for the Permanent Global Note, any remaining interest in the
Temporary Global Note will be exchangeable only for Definitive Notes. Such
exchange shall be made free of charge to the Holders of the Permanent Global
Note and to the Holders of the Definitive Notes issued in exchange as
provided above, except that a Holder receiving Definitive Notes must bear the
cost of insurance, postage, transportation and like costs in the event that
such Holder does not receive such Definitive Notes in person at the offices
of the Fiscal Agent. No Definitive Notes delivered in exchange for the
Permanent


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Global Note will be mailed or otherwise delivered to any location in the
United States in connection with such exchange.

      Upon exchange in full of the Permanent Global Note for Definitive
Notes, the Permanent Global Note shall become void; PROVIDED, HOWEVER, that
if the Issuer does not perform or comply with any one or more of its
obligations under any Definitive Notes, then any right or remedy relating in
any way to the obligation(s) in question may be exercised or pursued on the
basis of the Permanent Global Note despite its stated cancellation after its
exchange in full, as an alternative, or in addition, to the Definitive Notes
(or the Coupons appertaining to them as appropriate).

      "Accountholder" means a person who is for the time being shown in the
records of Euroclear or Clearstream, as the holder of a particular principal
amount of the Notes, in which regards any certificate or other document
issued by Euroclear or Clearstream as to the principal amount of such Notes
standing to the account of any person shall be conclusive and binding for all
purposes.

      "Definitive Exchange Date" means a day specified in the notice
requiring exchange falling not less than 60 days after that date on which
such notice is given and on which date banks are open for business in the
city in which the specified office of the Fiscal Agent is located and in the
city in which the relevant clearing system is located.

     (e) The delivery to the Fiscal Agent by the Common Depositary of the
certificate or certificates referred to in subsection (c) above may be relied
upon by the Issuer and the Fiscal Agent as conclusive evidence that a
corresponding certificate or certificates has or have been delivered to the
Common Depositary, as the case may be, pursuant to the terms of this
Agreement and the Terms.

     (f) Title to the Notes (including interests therein) that are deposited
in Euroclear or Clearstream will pass in accordance with the rules and
procedures of Euroclear and Clearstream, respectively. If Definitive Notes
are issued in exchange for the Permanent Global Note, title to the Definitive
Notes and any Coupons appertaining thereto will pass by delivery. The
Definitive Notes will be in bearer form, with Coupons attached, in
denominations of $10,000 and $100,000.

     (g) Each of the persons shown in the records of Euroclear or Clearstream
as the beneficial owner of a Note represented by an interest in a Global Note
will be treated by the Issuer, the Guarantor, the Fiscal Agent, the Paying
Agents and any of their agents (except as ordered by a court of competent
jurisdiction or as required by law) as the Holder of such Notes for all
purposes; PROVIDED, HOWEVER, that the right to the payment of principal,
interest, additional amounts, if any, and


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any amount payable upon redemption, with respect to a Global Note shall be
vested solely in the bearer thereof, and the term "Holder" shall be construed
accordingly.

     (h) Cancellation of any Temporary Global Note or Permanent Global Note
required by the Terms to be canceled following its redemption or exchange
shall be effected by endorsement by or on behalf of the Fiscal Agent of the
reduction in the principal amount of the relevant Temporary Global Note or
Permanent Global Note, as the case may be, on the relevant schedule thereto.

      5. (a) In order to provide for the payment of principal of and interest
on the Notes as the same shall become due and payable, the Issuer hereby
agrees to pay to the Fiscal Agent by 10:00 a.m. New York time in the lawful
coin or currency of the United States (the "U.S. dollar" or "$"), on any
interest payment date or the maturity date of the Notes or any date fixed for
redemption of the Notes, as the case may be, an amount in immediately
available funds which (together with any amounts then held by the Fiscal
Agent and available for the applicable purpose) shall be sufficient to pay
the entire amount of principal or interest becoming due on such interest
payment, maturity or redemption date, as the case may be, and the Fiscal
Agent shall hold such amount in trust and apply it to the payment of such
principal or interest on such interest payment, maturity or redemption date.
The Issuer further agrees to confirm to the Fiscal Agent not later than 2:00
p.m., London time, two Business Days (as defined herein) prior to any such
interest payment date or the maturity date of the Notes or any such date
fixed for redemption of the Notes, as the case may be, that it has issued
irrevocable instructions for such payment to the Fiscal Agent. All sums
payable to the Fiscal Agent hereunder shall be paid to such U.S. dollar
denominated account maintained by the Fiscal Agent and with such bank located
outside the United States and its territories as the Fiscal Agent may from
time to time designate. The Fiscal Agent hereby agrees to notify the Issuer
of its account designation not less than five Business Days (as defined
herein) before any such sum is due and payable. Payments to Holders of Notes
or Coupons shall be made by the Fiscal Agent in accordance with Condition 4
of the Terms. As used in this Section 5, "Business Day" means in connection
with the payment of principal of and interest on the Notes or Coupons, as the
case may be, any day other than a Saturday or Sunday on which banks in The
City of New York and any place of presentation are open for presentation and
payment of bearer debt securities and for dealing in foreign currencies.

     (b) Subject to the payments set out in Section 5(a) being duly made, the
Fiscal Agent shall pay or cause to be paid on behalf of the Issuer the
amounts due to be paid in respect of the Notes in accordance with the Terms,
and the terms of this Agreement. Without prejudice to the obligations of the
Issuer to make payments in accordance with the provisions of Section 5(a), if
payment of the


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appropriate amount mentioned in Section 5(a) shall be made by or on behalf of
the Issuer later than the time, but otherwise in accordance with the
provisions, mentioned therein, the Fiscal Agent will act as paying bank for,
and agent of, the Issuer in respect of the Notes and make or cause to be made
payments as mentioned in this Section 5(b). Notwithstanding the foregoing
provisions of this Section 5(b), if for any reason the amounts received by
the Fiscal Agent pursuant to Section 5(a) shall be insufficient to satisfy
all claims for all principal, interest or other sums due and payable in
respect of the Notes, it shall not be bound (but shall be entitled) to pay
any such claim until it has received the full amount of the moneys then due
and payable in respect of the Notes.

     (c) (i) If the Fiscal Agent pays any amounts to Holders of Notes or
Coupons or to any other Paying Agent on or after the due date therefor, or
becomes liable to pay out funds on the assumption that the corresponding
payment by the Issuer has been or will be made and such payment has in fact
not been so made by the Issuer, then the Issuer shall on demand reimburse the
Fiscal Agent for the relevant amount, and pay interest to the Fiscal Agent on
such amount from the date on which it is paid out to the date of
reimbursement at a rate per annum equal to the cost to the Fiscal Agent of
funding the amount paid out, as certified by the Fiscal Agent and expressed
as a rate per annum.

    (ii) If the Fiscal Agent pays any amounts to Holders of Notes or Coupons
or to any other Paying Agent at a time when it has not received payment in
full in respect of such Notes (the excess of the amounts so paid over the
amounts so received being the "Shortfall"), the Issuer will, in addition to
paying amounts due under Section 5(a), pay to the Fiscal Agent on demand
interest (at a rate determined by the Fiscal Agent to represent the cost to
the Fiscal Agent of funding the Shortfall) on the Shortfall (or the
unreimbursed portion thereof) until the receipt in full by the Fiscal Agent
of the Shortfall.

     (d) The Fiscal Agent shall notify the other Paying Agents of the Issuer
with respect to the Notes or Coupons and the Issuer and the Guarantor by
telex, facsimile, swift or cable if it has not received the full amount of
the payment due to be made to it by the Issuer pursuant to Section 5(a)
hereof by the time specified in such Section.

     (e) At least five Business Days prior to each date of payment of
principal of or interest on the Notes, the Issuer shall furnish the Fiscal
Agent and each other Paying Agent of the Issuer with a certificate of an
Officer of the Issuer instructing the Fiscal Agent and each other Paying
Agent as to whether payments of principal of or interest on the Notes due on
such date shall be made without deduction or withholding for or on account of
any taxes described in Condition 7 of the Terms. In the absence of such
certificate, the Fiscal Agent or other Paying Agent shall make payment in
full to each Holder. If any such deduction or


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withholding shall be required and if the Issuer becomes liable to pay
additional amounts pursuant to Condition 7 of the Terms, then, at least five
Business Days prior to the date of any such payment of principal or interest
to which such payment of additional amounts relates, the Issuer will furnish
the Fiscal Agent and each other Paying Agent of the Issuer with a certificate
which specifies, by country, the percentage, if any, required to be withheld
on such payment to Holders of the Notes and the additional amounts, if any,
due to the Holders of the Notes, and will pay to the Fiscal Agent such
amounts as shall be required to be paid to such Holders. The Issuer hereby
agrees to indemnify the Fiscal Agent and each other Paying Agent of the
Issuer for, and to hold them harmless against any loss, liability or expense
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
certificate furnished pursuant to this Section 5(e).

     (f) The Fiscal Agent agrees to ensure that all payments in respect of
the Notes shall be made subject to applicable laws and regulations by an
authorized Paying Agent outside the United States. Each Paying Agent agrees
that payments will be made, at the Holder's option, by check or by transfer
to or for an account maintained with a bank located outside the United
States. Each Paying Agent further agrees that payments will not be made
pursuant to presentation of a Note or Coupon to a Paying Agent within the
United States or the making of any other demand for payment to a Paying Agent
within the United States and that payments will not be made by mail to an
address in the United States or by transfer to or for an account maintained
in the United States. Notwithstanding the foregoing, payments in respect of
the Notes may be made at offices of a Paying Agent in the United States to be
appointed at such time that (i) payment of the full amount of such principal,
premium, if any, or interest at all offices of such Paying Agent outside the
United States is illegal or effectively precluded by exchange controls or
other similar restrictions, and (ii) such payment is then permitted under
United States law, without adverse federal tax or other adverse consequences
to the Issuer.

      6. If, under the circumstances described in Condition 6(2) of the
Terms, the Issuer shall be required, or shall elect, to redeem the
outstanding Notes or any of them, the following provisions shall be
applicable:

     (a) The Issuer shall, at least 60 days before the date designated for
such redemption, give written notice to the Fiscal Agent and the Guarantor of
its election to redeem the Notes on the redemption date specified in such
notice. Such notice to the Fiscal Agent shall be accompanied by the
certificate and the opinion of counsel referred to in Condition 6(2) of the
Terms.

     (b) Upon receipt of notice from the Issuer of its election to redeem the
Notes, the Fiscal Agent shall cause to be published on behalf of, and at the


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expense of, the Issuer a notice of redemption in the form delivered to the
Fiscal Agent by or on behalf of the Issuer, specifying the date fixed for
redemption, the redemption price, the place or places of payment, that
(except in the case of redemption prior to the Definitive Exchange Date)
payment will be made upon presentation and surrender of the Notes to be
redeemed together with all Coupons appertaining thereto, if any, maturing
subsequent to the date fixed for redemption, and that on and after said date
the sole right of a Holder shall be to receive the redemption price plus
interest accrued on the Note to the date fixed for redemption. Such notice
shall state that the conditions precedent to such redemption have occurred
and shall describe the same.

     (c) Such notice shall be published in a leading newspaper having general
circulation in London and, so long as the Notes are listed on the Luxembourg
Stock Exchange and the rules of that exchange so require, in Luxembourg.
Unless otherwise advised by the Issuer, such publication will be made in the
FINANCIAL TIMES in London and the LUXEMBURGER WORT in Luxembourg. Such notice
shall be published at least once, the first such publication to be not less
than 30 days nor more than 60 days prior to the date fixed for redemption or
as otherwise provided in the Terms. If by reason of the temporary or
permanent suspension of publication of any newspaper or by reason of any
other cause, it shall be impossible to make publication of such notice in a
leading newspaper as herein provided, then such publication or other notice
in lieu thereof as shall be made by the Fiscal Agent shall constitute
sufficient publication of such notice, if such publication or other notice
shall, so far as may be possible, approximate the terms and conditions of the
publication in lieu of which it is given. The Fiscal Agent shall promptly
furnish to the Issuer, the Guarantor and each other Paying Agent a copy of
any notice of redemption so published.

      7. (a) The Fiscal Agent shall, upon the written request of the Issuer
and in accordance with Condition 13 of the Terms, from time to time
authenticate and deliver Notes or deliver new Coupons in exchange for or in
lieu of Notes or Coupons, as the case may be, which become mutilated,
defaced, or apparently lost, stolen or destroyed. Each Note authenticated and
delivered in exchange for or in lieu of any such Note shall carry all the
rights to interest accrued and unpaid and to accrue that were carried by such
Note before such mutilation, defacement or apparent loss, theft or
destruction. Any Note so exchanged shall have attached thereto Coupons such
that neither gain nor loss in interest shall result from such exchange or
substitution.

     (b) All Notes and Coupons surrendered for payment, redemption, transfer
or exchange shall be delivered to the Fiscal Agent for cancellation. The
Fiscal Agent shall cancel and destroy all such Notes and Coupons and shall
deliver a certificate of destruction to the Issuer.


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     (c) The Fiscal Agent shall verify in the case of an allegedly lost, stolen
or destroyed Note or Coupon in respect of which the serial number is known or
believed to be known, that such Note or Coupon has not been redeemed or paid by
the Issuer. The Fiscal Agent shall not issue any replacement Note or Coupon
unless and until the Holder thereof shall have:

           (i)   paid such costs as may be incurred in connection
      therewith,

          (ii) furnished such evidence (including evidence as to the serial
      number of the Note in question, if known) and such indemnity as the Issuer
      and the Fiscal Agent may require, and

         (iii)   surrendered to the Fiscal Agent any mutilated or
      defaced Note or Coupon to be replaced.

     (d) The Fiscal Agent shall, on issuing any replacement Note or Coupon,
immediately inform the Issuer and the other Paying Agents of the Issuer of the
serial number of any replacement Note or Coupon and (if known) the serial number
of the Note or Coupon in place of which such replacement Note or Coupon has been
issued. Whenever replacement Coupons are issued pursuant to the provisions of
this Section 7, the Fiscal Agent shall also notify the Issuer, the Guarantor and
the other Paying Agents of the maturity dates of the allegedly lost, stolen or
destroyed Coupons and of the replacement Coupons issued.

     (e) The Fiscal Agent shall keep a full and complete record of all
replacement Notes and Coupons issued and shall make such records available at
all reasonable times to the Issuer, the Guarantor and the other Paying Agents of
the Issuer.

     (f) Whenever any of the Notes or Coupons alleged to have been lost, stolen
or destroyed in replacement for which a new Note or Coupon has been issued shall
be presented to any Paying Agent of the Issuer for payment, such Paying Agent
shall immediately send notice thereof to the Fiscal Agent, which shall, on
receipt of such notice and after consultation with the Issuer, take such
appropriate steps (subject to being indemnified to its satisfaction as to costs)
to recover the amount indemnified with respect to such allegedly lost, stolen or
destroyed Note or Coupon and upon the recovery thereof shall (subject as
aforesaid) account to the Issuer for the amount so collected.

      8. Each of the Fiscal Agent and each other Paying Agent accepts its
obligations set forth herein and in the Notes upon the terms and conditions
hereof and thereof, including the following, to all of which the Issuer agrees
and to all of which the rights of the Holders from time to time of the Notes and
Coupons shall be subject:


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     (a) The Fiscal Agent and each other Paying Agent shall be entitled to the
compensation to be agreed upon with the Issuer for all services rendered by each
of them, and the Issuer agrees promptly to pay such compensation and to
reimburse the Fiscal Agent and each other Paying Agent for properly incurred
out-of-pocket expenses (including properly incurred fees and expenses of
counsel) incurred by the Fiscal Agent and each other Paying Agent in connection
with the services rendered by them hereunder. The Issuer also agrees to
indemnify the Fiscal Agent and each other Paying Agent and each of their
respective officers, directors and employees for, and to hold them harmless
against, any loss, liability or expense (including the costs and expenses of
defending against any claim of liability) incurred without negligence or bad
faith on their part arising out of or in connection with their acting as Fiscal
Agent or Paying Agent of the Issuer hereunder, as the case may be, or performing
any other duties pursuant to the terms and conditions hereof. The obligations of
the Issuer under this Section 8(a) shall survive the payment of the Notes and
the resignation or removal of the Fiscal Agent and any other Paying Agent.

     (b) In acting under this Agreement and in connection with the Notes and
Coupons, the Fiscal Agent and each other Paying Agent are acting solely as
agents of the Issuer and do not assume any obligation towards or relationship of
agency or trust for or with any of the owners or Holders of the Notes or Coupons
except that all funds held by the Fiscal Agent or any other Paying Agent of the
Issuer for the payment of principal of and interest (including any additional
amounts) on the Notes shall be held in trust by the Fiscal Agent or such Paying
Agent, as the case may be, and applied as set forth herein and in the Notes, but
need not be segregated from other funds held by the Fiscal Agent or such Paying
Agent, as the case may be, except as required by law; PROVIDED that monies paid
by the Issuer to the Fiscal Agent or any other Paying Agent of the Issuer for
the payment of principal of or interest (including any additional amounts) on
any of the Notes and remaining unclaimed at the end of two years after the date
on which such principal or interest shall have become due and payable shall be
repaid as provided and in the manner set forth in Condition 4 of the Terms,
whereupon the aforesaid trust shall terminate and all liability of the Fiscal
Agent or any other Paying Agent of the Issuer to the Issuer with respect to such
monies shall cease.

     (c) The Fiscal Agent and each other Paying Agent may consult with counsel,
and any written advice or written opinion of such 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.

     (d) The Fiscal Agent and each other Paying Agent shall be protected and
shall incur no liability for or in respect of any action reasonably taken or
omitted


                                       11
<Page>


to be taken or thing suffered by it in reliance upon any Note, Coupon,
instrument of transfer, notice, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by it to be genuine
and to have been presented or signed by the proper party or parties.

     (e) The Fiscal Agent, and each other Paying Agent of the Issuer, and
each of their respective officers, directors and employees, in its individual
capacity or any other capacity, may become the owner of, or acquire any
interest in, any Notes or Coupons or other obligations of the Issuer or the
Guarantor with the same rights that it would have if it were not the Fiscal
Agent or such other Paying Agent of the Issuer or an officer, director or
employee thereof, as the case may be, and may engage or be interested in any
financial or other transaction with the Issuer and the Guarantor and may act
on, or as depositary, trustee or agent for, any committee or body of holders
of Notes or Coupons or other obligations of the Issuer or the Guarantor, as
freely as if it were not the Fiscal Agent or such Paying Agent of the Issuer
or an officer, director or employee thereof, as the case may be.

     (f) Neither the Fiscal Agent nor any other Paying Agent of the Issuer
shall be under any liability for interest on any monies received by it
pursuant to any of the provisions of this Agreement or the Notes except as
may be otherwise agreed with the Issuer.

     (g) The recitals contained herein and in the Notes (except in the Fiscal
Agent's certificate of authentication) shall be taken as the statements of
the Issuer, and the Fiscal Agent and each other Paying Agent assume no
responsibility for the correctness of the same. The Fiscal Agent makes no
representation as to the validity or sufficiency of this Agreement or the
Notes or the Coupons, except as to the due execution by it of this Agreement
and the due authentication by it of the Notes and Coupons. Neither the Fiscal
Agent nor any other Paying Agent of the Issuer shall be accountable for the
use or application by the Issuer of the proceeds of any Notes authenticated
and delivered by the Fiscal Agent in conformity with the provisions of this
Agreement.

     (h) The Fiscal Agent and each other Paying Agent of the Issuer shall be
obligated to perform such duties and only such duties as are herein and in
the Notes specifically set forth, and no implied duties or obligations shall
be read into this Agreement or the Notes against the Fiscal Agent or any
other such Paying Agent. The Fiscal Agent shall be under no obligation to
take any action hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it, and shall promptly give notice to the
Issuer of such a decision not to take action.

     (i) Except as otherwise specifically provided herein or in the Notes,
any order, certificate, notice, request, direction or other communication
from the

                                       12
<Page>


Issuer made or given under any provision of this Agreement shall be
sufficient if signed by an Officer of the Issuer.

      9. (a) The Issuer agrees that, until the Notes have been delivered to
the Fiscal Agent for cancellation, or monies sufficient to pay the principal
of and interest (including any additional amounts) on the Notes have been
made available for payment and either paid or returned to the Issuer as
provided in Condition 4 of the Terms and subject to applicable law, there
shall at all times be (i) a Fiscal Agent hereunder and (ii) a Paying Agent in
Luxembourg. The Fiscal Agent shall at all times be a responsible financial
institution which is authorized by law to exercise the powers and duties of
the Fiscal Agent hereunder and shall, in respect of its responsibilities as
principal Paying Agent for the Notes, act through a branch or office outside
the United States.

     (b) The Fiscal Agent may at any time resign by giving written notice of
its resignation to the Issuer and the Guarantor specifying the date on which
its resignation shall become effective; PROVIDED that such date shall be at
least 90 days after the receipt of such notice by the Issuer unless the
Issuer agrees to accept shorter notice, which notice shall expire at least 30
days before or after any due date for payment on the Notes. Upon receiving
such notice of resignation, the Issuer shall promptly appoint a successor
Fiscal Agent, qualified as aforesaid, by written notice in duplicate signed
on behalf of the Issuer, one copy of which shall be delivered to the
resigning Fiscal Agent and one copy to the successor Fiscal Agent. Such
resignation shall become effective upon the acceptance of appointment by the
successor Fiscal Agent as provided in Section 9(d) hereof. The Issuer may,
for any reason, remove the Fiscal Agent and appoint a successor Fiscal Agent,
qualified as aforesaid, by written notice in duplicate signed on behalf of
the Issuer, one copy of which shall be delivered to the Fiscal Agent being
removed and one copy to the successor Fiscal Agent, which notice shall be 60
days prior to the date of such removal and which shall expire at least 30
days before or after any due date for payment on the Notes. Any removal of
the Fiscal Agent and any appointment of a successor Fiscal Agent shall become
effective upon acceptance of appointment by the successor Fiscal Agent as
provided in Section 9(d). Upon resignation or removal, the Fiscal Agent shall
be entitled to the payment by the Issuer of its compensation for the services
rendered hereunder and to the reimbursement of all out-of-pocket expenses
properly incurred in connection with the services rendered by it hereunder
(including properly incurred fees and expenses of counsel).

     (c) In case at any time the Fiscal Agent shall resign, or shall be
removed, or shall become incapable of acting, or be adjudged a bankrupt or
insolvent, or shall file a voluntary petition in bankruptcy, or shall make an
assignment for the benefit of its creditors, or shall consent to the
appointment of a receiver of all or any substantial part of its property, or
shall admit in writing its inability to pay or

                                       13
<Page>


meet its debts as they mature, or if an order of any court shall be entered
approving any petition filed by or against it under the provisions of any
applicable bankruptcy or insolvency law, or if a receiver of it or of all or
any substantial part of its property shall be appointed, or if any public
officer shall take charge or control of it or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor
Fiscal Agent, qualified as aforesaid, shall be appointed by the Issuer by an
instrument in writing. Upon the appointment as aforesaid of a successor
Fiscal Agent and acceptance by it of such appointment, the Fiscal Agent so
superseded shall cease to be such Fiscal Agent hereunder. If after 90 days,
no successor Fiscal Agent shall have been so appointed, or if so appointed,
shall not have accepted appointment as hereinafter provided, any Holder of a
Note, on behalf of itself and all others similarly situated, or the Fiscal
Agent may petition any court of competent jurisdiction for the appointment of
a successor Fiscal Agent.

     (d) Any successor Fiscal Agent appointed hereunder shall execute,
acknowledge, and deliver to its predecessor and to the Issuer and the
Guarantor an instrument accepting such appointment hereunder, and thereupon
such successor Fiscal Agent, without any further act, deed or conveyance,
shall become vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as Fiscal
Agent hereunder, and such predecessor, upon payment of its compensation and
out-of-pocket expenses then unpaid, shall pay over to such successor Fiscal
Agent all monies or other property at the time held by it hereunder.

     (e) Any corporation or bank into which the Fiscal Agent may be merged or
converted, or with which the Fiscal Agent may be consolidated, or any
corporation or bank resulting from any merger, conversion or consolidation to
which the Fiscal Agent shall be a party, or any corporation or bank to which
the Fiscal Agent shall sell or otherwise transfer all or substantially all
its assets and business, or any corporation or bank succeeding to the
corporate trust business of the Fiscal Agent shall be the successor to the
Fiscal Agent hereunder, without the execution or filing of any document or
any further act on the part of the parties hereto, PROVIDED that such
corporation shall be qualified as aforesaid, and PROVIDED FURTHER that the
Fiscal Agent agrees to give notice to the Issuer and the Guarantor not later
than 30 days prior to such merger, conversion, consolidation, sale, transfer
or successor (PROVIDED, HOWEVER, that any failure of the Fiscal Agent to give
such notice pursuant to this Section 9(e) will not relieve any successor
Fiscal Agent of any of its obligations as successor Fiscal Agent pursuant to
this Agreement).

     (f) The Fiscal Agent shall give Holders of Notes not more than 45 nor
less than 30 days' notice of any proposed appointment, termination,
resignation or change under paragraph (a) or (b) and, as soon as practicable,
notice of any

                                       14
<Page>


succession under paragraph (e) of which it is aware. The Issuer shall give
Holders of Notes, as soon as practicable, notice of any termination under
paragraph (c) of which it is aware. All such notices shall be given in
accordance with Condition 15 of the Terms.

     10. So long as any of the Notes or Coupons are outstanding, the Issuer
shall maintain agents for the payment of the principal of and interest
(including any additional amounts) on the Notes in accordance with Condition
4 of the Terms. Until the Issuer shall obtain approval from the Fiscal Agent
in writing, the sole such Paying Agents shall be those set forth in the
Terms. The Fiscal Agent shall arrange with all such Paying Agents for the
payment, from funds furnished by the Issuer to the Fiscal Agent pursuant to
this Agreement, of the principal of, and interest (including any additional
amounts) on, the Notes and of the compensation of such Paying Agents for
their services as such.

     11. Nothing contained in this Agreement or in any of the Notes shall
prevent any consolidation of the Issuer with, or merger of the Issuer into,
any other entity or entities (whether or not affiliated with the Issuer), or
successive consolidations or mergers to which the Issuer or its successors
and assigns shall be a party or parties, or shall prevent any sale, transfer
or conveyance of the property of the Issuer as an entirety or substantially
as an entirety to any entity; PROVIDED that, the Issuer hereby covenants and
agrees, the entity formed by such consolidation or into which the Issuer is
merged or the entity which acquires by sale, transfer or conveyance the
property of the Issuer as an entirety or substantially as an entirety (for
the purposes of this Section 11, the "Successor Corporation") shall:

     (a) expressly assume, by supplemental agreement satisfactory in form and
executed and delivered to the Fiscal Agent, the due and punctual payment of
the principal of and interest on all the Notes, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of this Agreement and of the Notes to be performed or observed by
the Issuer;

     (b) in the case of a Successor Corporation that is incorporated outside
of the United States, expressly indemnify by such supplemental agreement the
Holders of Notes and Coupons for any tax, assessment or other governmental
charge imposed on or as a result of such consolidation, merger, sale, lease
or conveyance;

     (c) provide to the Fiscal Agent a certificate signed by a duly
authorized officer of the Successor Corporation stating that immediately
after such consolidation, merger, sale, lease or conveyance, the Successor
Corporation shall not be in default under any provision of this Agreement or
the Notes; and

                                       15
<Page>


     (d) provide to the Fiscal Agent a written opinion of legal counsel of
recognized national standing (or, in the case of a Successor Corporation that
is incorporated in the United States, of legal counsel who may be an employee
of or counsel to the Successor Corporation) stating that such consolidation,
merger, sale, lease or conveyance complies with the provisions of Condition
11 of the Terms, in that all conditions precedent therein provided for
relating to such transaction have been complied with.

      In case of any such consolidation, merger, sale or conveyance and upon
compliance with this Section 11 and the covenants and provisions of the
Notes, the Successor Corporation shall succeed to and be substituted for the
Issuer with the same effect as if it had been named herein and in the Notes
and Coupons as the Issuer; the Issuer shall thereupon be relieved of any
further obligation or liability hereunder or upon the Notes and Coupons, and
the Issuer, as the predecessor corporation may thereupon or at any time
thereafter be dissolved, wound up or liquidated. The Successor Corporation
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Issuer, any or all of the Notes and Coupons issuable
hereunder which theretofore shall not have been signed by the Issuer and
delivered to the Fiscal Agent; and, upon the order of the Successor
Corporation, subject to all the terms, conditions and limitations in this
Agreement prescribed, the Fiscal Agent shall authenticate and shall deliver
any Notes which previously shall have been signed and delivered by the
appropriate persons, as specified in Section 3 hereof, to the Fiscal Agent
for authentication, and any Notes which the Successor Corporation thereafter
shall cause to be signed and delivered to the Fiscal Agent for that purpose.
All the Notes and any Coupons so issued shall in all respects have the same
legal rank and benefit under this Agreement as the Notes and Coupons
theretofore or thereafter issued in accordance with the terms of this
Agreement as though all of such Notes and Coupons had been issued at the date
of the execution hereof. In any case of any such consolidation, merger, sale
or conveyance, such changes in phraseology and form (but not in substance)
may be made in the Notes or Coupons thereafter to be issued as may be
appropriate.

     12.   (a) To evidence its guarantee of the payment of principal and
interest and any additional amounts in respect of the Notes, a Guarantee duly
executed by the Guarantor shall be endorsed on each Note.

     (b) The Guarantee will constitute a direct, unsecured and unsubordinated
obligation of the Guarantor (subject, in certain circumstances, to early
termination) and will rank PARI PASSU with all other present and future
unsecured and unsubordinated obligations of the Guarantor.

     (c) Conditions 8, 12, 14 and 16 of the Terms as they relate to the
Guarantor shall be valid and binding obligations of the Guarantor.

                                       16
<Page>


     (d) In the event that the Guarantor is required, by the terms of the
Guarantee, to make any payment in respect of the Notes, references to the
Issuer in Sections 2(a), 5 (other than the last sentence of Section 5(e)), 7,
8(b), 8(i), 9 (other than the last sentence of Section 9(b)) and 10 of this
Agreement shall be deemed to mean and include the Guarantor (in addition to
the Issuer) except where the context otherwise requires; PROVIDED, however,
that the Guarantor shall not be obliged to pay any amounts to the Fiscal
Agent hereunder (including, but not limited to, any fees, indemnities or
expenses of the Fiscal Agent) other than amounts in respect of the Notes
guaranteed by the Guarantor pursuant to the terms of the Guarantee.

     (e) On the date hereof and within fifteen days of each date the Issuer
files an Annual Report on Form 10-K with the United States Securities and
Exchange Commission (the "SEC") for as long as the Notes remain outstanding,
the Issuer shall provide to the Guarantor a certificate of an authorized
officer of the Issuer substantially in the form of EXHIBIT H hereto setting
forth (i) the rating from Standard & Poor's Rating Services, a division of
McGraw-Hill Companies, Inc. ("S&P") for any non-credit enhanced senior
unsecured long-term debt of the Issuer or, if no such rating has been given,
the Issuer's corporate credit rating, (ii) the Issuer's senior unsecured
issuer credit rating from Moody's Investors Service, Inc. ("Moody's"), based
on a confirmation of such rating by each of S&P and Moody's, (iii) the amount
of outstanding secured debt of the Issuer and its consolidated subsidiaries
plus the amount of any secured debt available to the Issuer and its
consolidated subsidiaries under any credit facility, and (iv) the amount of
total assets of the Issuer and its consolidated subsidiaries (the "Ratings
Certificate"). The amounts required to be certified in clauses (iii) and (iv)
shall be determined by reference to the Annual Report on Form 10-K or
Quarterly Report on 10-Q of the Issuer most recently filed with the SEC or,
in the case of material changes in these amounts not reflected in such
reports, based on a good faith estimate by the officer providing the Ratings
Certificate. If at any such time the Issuer is not assigned a corporate
credit rating from S&P or a senior unsecured issuer credit rating from
Moody's, the Issuer shall obtain such rating prior to the date on which it is
required to provide a certificate to the Guarantor hereunder. The Issuer
shall also give the Guarantor written notice of not less than five business
days after the Issuer receives notice of any change in such credit ratings by
either S&P or Moody's and shall also provide the Ratings Certificate.

      Based on the foregoing, if, at any such time, the Issuer's and the
Guarantor's ratings are such that, pursuant to the terms of the Guarantee,
the Guarantee will terminate, the Guarantor shall provide to the Fiscal Agent
a certificate by an authorized officer of the Guarantor to that effect, and
the date on which such certificate is provided shall be deemed to be a
Termination Date (as defined in the Guarantee). The Fiscal Agent shall
promptly notify the Issuer and

                                       17
<Page>


the Holders of its receipt of the Guarantor's certificate. Notice to the
Holders shall be given in accordance with Condition 15 of the Terms.

     13. This Agreement or the Terms may be amended by the Issuer and the
Fiscal Agent without the consent of the Holder of any Note or Coupon for the
purpose of curing any ambiguity, or of curing, correcting or supplementing
any defective provision contained herein or therein or in any manner which
the Issuer and the Fiscal Agent may mutually deem necessary or desirable and
which will not be inconsistent with the Notes or the Coupons and which will
not adversely affect the interests of Holders of the Notes or Coupons.

     14. (a) Modifications and amendments to this Agreement or to the Terms
may also be made, and future compliance therewith or past default by the
Issuer or the Guarantor may be waived, with the consent of the Holders of at
least 50% in aggregate principal amount of the Notes at the time outstanding
(or such lesser amount as shall have acted at a meeting of Holders of the
Notes as described below), subject in each case to the limitations set forth
in Condition 12 of the Terms.

     (b) The Issuer, the Fiscal Agent or the Holders of at least 10% in
aggregate principal amount of the Notes then outstanding may at any time call
a meeting of the Holders of the Notes (the "Noteholders"), such meeting to be
held at such time and at such place as those calling the meeting shall
determine, for the purpose of taking any action authorized to be taken by the
Noteholders. Notice of any meeting of the Noteholders, setting forth the time
and place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be published by the Fiscal Agent at least once a
week for two successive weeks prior to the date fixed for the meeting in a
daily newspaper in the English language of general circulation in London and,
so long as the Notes are listed on the Luxembourg Stock Exchange, at least
once a week for two successive weeks in a daily newspaper of general
circulation in Luxembourg, the first publication to be not less than 20 or
more than 180 days prior to the date fixed for such meeting. To be entitled
to vote at any meeting of the Noteholders, a person must be (i) a Holder of
one or more of the Notes or (ii) a person appointed by an instrument in
writing as proxy by the Holder of one or more of the Notes. The only persons
who shall be entitled to be present or to speak at any meeting of the
Noteholders shall be the persons entitled to vote at such meeting and their
counsel, any representatives of the Issuer and its counsel and any
representatives of the Fiscal Agent and its counsel.

     (c) At any meeting of Noteholders, two or more persons entitled to vote
50% in aggregate principal amount of the Notes at the time outstanding shall
constitute a quorum. No business shall be transacted in the absence of a
quorum, unless a quorum is present when the meeting is called to order. In
the absence of

                                       18
<Page>


a quorum within an hour of the time appointed for any such meeting, the
meeting, if convened at the request of the Fiscal Agent or a Noteholder or
Noteholders, shall be dissolved, or if convened at the request of the Issuer,
the meeting shall be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting. In the absence of a quorum at any
such reconvened meeting, such reconvened meeting shall be further adjourned
for a period of not less than 10 additional days as determined by the
chairman of the meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 14(b) hereof except that such notice
need be published only once, but must be given not less than five days prior
to the date on which the meeting is scheduled to be reconvened. Subject to
the foregoing, at the reconvening of any meeting further adjourned for lack
of a quorum, two or more persons entitled to vote 25% in aggregate principal
amount of the Notes at the time outstanding shall constitute a quorum for the
taking of any action set forth in the notice of the original meeting. Notice
of the reconvening of an adjourned meeting shall state expressly the
percentage of the aggregate principal amount of the outstanding Notes which
shall constitute a quorum. Any Noteholder who has executed an instrument in
writing appointing a person as proxy shall be deemed to be present for the
purposes of determining a quorum and be deemed to have voted; PROVIDED that
such Noteholder shall be considered as present or voting only with respect to
the matters covered by such instrument in writing (which may include
authorization to vote on any other matters as may come before the meeting).

     (d) Subject to Sections 13, 14(a), 14(b), 14(c) and 14(h) hereof and to
Condition 12 of the Terms, any modifications, amendments, or waivers to this
Agreement as it applies to the Notes or the Terms shall require (i) the
written consent of the Holders of 50% in aggregate principal amount of the
outstanding Notes or (ii) the approval of persons entitled to vote 50% of the
aggregate principal amount of such Notes represented and voting at a meeting
of the Noteholders duly called in accordance with the provisions hereof. Any
such modifications, amendments or waivers shall be conclusive and binding on
all Noteholders, whether or not they have given such consent or were present
at such meeting, and on all future holders of Notes, whether or not notation
of such modification, amendment or waiver is made on the Notes. Any
instrument given by or on behalf of any Holder of a Note in connection with
any consent to any such modification, amendment or waiver will be irrevocable
once given and will be conclusive and binding on all subsequent Holders of
such Note and any Coupon appertaining thereto.

     (e) The holding of Notes shall be proved by the production of such Notes
or by a certificate executed by any trust company, bank, banker, clearing
system or recognized security dealer satisfactory to the Issuer, wherever
situated, if such certificate shall be deemed by the Issuer to be
satisfactory. Each such certificate shall be dated and shall state that on
the date thereof a Note bearing a

                                       19
<Page>

specified identifying number was deposited with or exhibited to such trust
company, bank, banker or recognized security dealer by the person named in
such certificate. Any such certificate may be issued in respect of one or
more Notes specified therein. The holding by the person named in any such
certificate of any Note 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 (i) another certificate bearing a later
date issued in respect of the same Note shall be produced, (ii) the Note
specified in such certificate shall be produced by some other person or (iii)
the Note specified in such certificate shall have ceased to be outstanding.
The appointment of any proxy shall be proved by having the signature of the
person executing the proxy witnessed or guaranteed by any bank, banker, trust
company or recognized security dealer satisfactory to the Issuer.

     (f) The Issuer shall appoint a temporary chairman of the meeting. A
permanent chairman and a permanent secretary of the meeting shall be elected
by vote of persons entitled to vote a majority in principal amount of the
Notes represented at the meeting. At any meeting each Noteholder or proxy
shall be entitled to one vote for each $10,000 principal amount of the Notes
as to which he is a Noteholder or proxy; PROVIDED, that no vote shall be cast
or counted at any meeting in respect of any Note 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
Noteholder or proxy. Any meeting of the Noteholders duly called at which a
quorum is present may be adjourned from time to time by vote of the
Noteholders of a majority in aggregate principal amount of the Notes
represented and voting at such meeting, and the meeting may be held as so
adjourned without further notice.

     (g) The vote upon any resolution submitted to any meeting of Noteholders
shall be by written ballot on which shall be subscribed the signatures of the
Noteholders or proxies and on which shall be inscribed an identifying number
or numbers or to which shall be attached a list of identifying numbers of the
Notes entitled to be voted 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 Noteholders 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 an affidavit 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 published as provided above. 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 Issuer and
the other to the Fiscal Agent to be preserved by the Fiscal Agent, the latter
to have attached thereto the ballots voted at the meeting.

                                       20

<Page>

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

     (h) Notwithstanding the above, no modification or amendment to this
Agreement or the Terms may, without the written consent of the Holders of at
least 75% in aggregate principal amount of the outstanding Notes, (i) change
the stated maturity of the principal of or interest on any such Note; (ii)
reduce the principal amount of or interest on any such Note; (iii) change the
coin or currency of payment of principal of, or interest on, any such Note or
any other amounts payable on any such Note; (iv) impair the right to
institute suit for the enforcement of any such payment on or with respect to
any such Note; (v) reduce the above-stated percentage of the principal amount
of the Notes, the consent of whose Holders is necessary to modify or amend
this Agreement or the Terms or reduce the percentage of Notes required for
the taking of action or the quorum required at any such meeting of Holders of
Notes; or (vi) modify the foregoing requirements to reduce the percentage of
outstanding Notes necessary to waive any future compliance or past default.

      (i) Prior to the Termination Date, this Agreement and the Terms may not
be amended without the prior written consent of the Guarantor, other than for
the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein or therein. Any such
amendment approved without the Guarantor's consent shall have no force or
effect. In the case of amendments to this Agreement, the Guarantor may not
unreasonably withhold its prior written consent.

     15. The Issuer will pay all stamp or other documentary taxes or duties,
if any, which may be imposed on issuers of securities with respect to the
execution or delivery of this Agreement or the issuance of the Notes or
Coupons, except as otherwise provided herein or in the Notes. Purchasers of
the Notes will be required to pay all stamp or other documentary taxes or
duties, if any, in accordance with the laws and practices of the country of
purchase.

     16. All notices hereunder to the parties hereto shall be deemed to have
been given when sent by certified or registered mail, postage prepaid,
addressed to any party hereto as follows:


                                       21
<Page>

                                   ADDRESS
<Table>
<S>                                <C>
           Issuer..........        International Multifoods Corporation
                                   110 Cheshire Lane, Suite 300
                                   Minnetonka, Minnesota 55305

                                   Telephone: 952-594-3300
                                   Fax: 952-594-3362
                                   Attention: Vice President and Treasurer

                                   with a copy to:

                                   International Multifoods Corporation
                                   110 Cheshire Lane, Suite 300
                                   Minnetonka, Minnesota 55305

                                   Telephone: 952-594-3300
                                   Fax: 952-594-3367
                                   Attention: General Counsel

           Guarantor.......        Diageo plc
                                   8 Henrietta Place
                                   London W1G 0NB

                                   Telephone: +44 20 7927 5200
                                   Fax: +44 20 7927 4602
                                   Attention: The Treasury Department

           Fiscal Agent....        JPMorgan Chase Bank
                                   Trinity Tower
                                   9 Thomas More Street
                                   London E1W 1YT

                                   Telephone: 44 (0) 1202 34 7430
                                   Fax: 44 (0) 1202 34 7601
                                   Attention: Manager, Institutional Trust Services

           Paying Agent . .        J.P. Morgan Bank Luxembourg S.A.
                                   5 Rue Plaetis
                                   L-2338 Luxembourg

                                   Telephone: 00 352 4626 85236
                                   Fax: 00 352 4626 85380
                                   Attention: Manager, Institutional Trust Services
</Table>

      or at any other address of which any of the foregoing shall have
notified the others in writing. Any notice to Noteholders by publication in a
daily newspaper shall be deemed to have been given on the date of such
publication, or if published more than once, on the date of the first such
publication.


                                       22
<Page>

     17. THIS AGREEMENT, THE NOTES AND THE COUPONS SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

     18. Each of the Issuer and the Guarantor hereby irrevocably submits to
the non-exclusive jurisdiction of any court of the State of New York or court
of the United States sitting in The City of New York over any suit, action or
proceeding arising out of or relating to this Agreement or the Notes. Each of
the Issuer and the Guarantor irrevocably waives, to the fullest extent
permitted by law, any objection which it may have to the laying of the venue
of any such suit, action or proceeding brought in such a court and any claim
that any such suit, action or proceeding brought in such a court has been
brought in an inconvenient forum. As long as any of the Notes or any of the
Coupons remain outstanding, the Issuer will at all times have an authorized
agent in The City of New York, upon whom process may be served in any suit,
action or proceeding arising out of or relating to this Agreement or any Note
or any of the Coupons appertaining thereto. Service of process upon such
agent and written notice of such service mailed or delivered to the Issuer
shall to the extent permitted by law be deemed in every respect effective
service of process upon the Issuer in any such suit, action or proceeding.
The Issuer has appointed CT Corporation System as its agent for such purpose,
and covenants and agrees that (i) service of process in any such suit, action
or proceeding may be made upon it at the specified office of such agent (or
such other address or at the office of any other authorized agent which the
Issuer may designate by written notice to the Fiscal Agent) and (ii) prior to
any termination of such agency for any reason, it will appoint a successor
thereto as agent hereunder. The Guarantor hereby agrees that service of
process in any suit, action or proceeding arising out of or relating to this
Agreement or any Note or any Coupon appertaining thereto may be effected by
mailing a copy thereof by registered or certified or any substantial similar
form of mail postage prepaid, to the Guarantor at its registered office at 8
Henrietta Place, London, W1G 0NB, United Kingdom.

     19. This Agreement may be signed, manually, or by reproduction or
facsimile of such manual signature, in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. Such counterparts shall together
constitute but one and the same instrument.

     20. This Agreement shall become effective upon the issuance of the
Temporary Global Note on the Closing Date and until that date this Agreement
shall have no force or effect.


                                       23
<Page>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of this, the 17th day of December, 2001.


      INTERNATIONAL MULTIFOODS CORPORATION

      By:   /s/ GREGORY J. KEUP
         ----------------------------------------
         Name:   GREGORY J. KEUP
         Title:  VICE PRESIDENT AND TREASURER


      DIAGEO PLC

      By:   /s/ ROBERT J. MOORE
         ----------------------------------------
         Name:   ROBERT J. MOORE
         Title:  AUTHORISED SIGNATORY


      JPMorgan Chase Bank
        as Fiscal Agent

      By:   /s/ JENNY PENNELL
         ----------------------------------------
         Name:   JENNY PENNELL
         Title:  AUTHORISED SIGNATORY


      J. P. MORGAN BANK LUXEMBOURG S.A.,
        as Paying Agent

      By:   /s/ JENNY PENNELL
         ----------------------------------------
         Name:   JENNY PENNELL
         Title:  AUTHORISED SIGNATORY


                                       24
<Page>

Denomination: [$10,000/$100,000]
Common Code: 014050116
ISIN: XS0140501163
                                                                     EXHIBIT A-1

                 [FORM OF FACE OF DEFINITIVE NOTE]

      THIS NOTE, INCLUDING THE GUARANTEE ENDORSED HEREON, HAS NOT BEEN AND WILL
      NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR
      INDIRECTLY IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE
      DISTRICT OF COLUMBIA), ITS POSSESSIONS, ITS TERRITORIES OR OTHER AREAS
      SUBJECT TO ITS JURISDICTION (THE "UNITED STATES") OR TO, OR FOR THE
      ACCOUNT OR BENEFIT OF, ANY CITIZEN OR RESIDENT OF THE UNITED STATES, ANY
      CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER
      THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF OR
      THEREIN, AN ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL
      INCOME TAXATION REGARDLESS OF ITS SOURCE OR A TRUST IF BOTH A COURT WITHIN
      THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS
      ADMINISTRATION AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO
      CONTROL ALL OF ITS SUBSTANTIAL DECISIONS OR A TRUST THAT HAS MADE A VALID
      ELECTION TO BE TREATED AS A DOMESTIC TRUST FOR UNITED STATES FEDERAL
      INCOME TAX PURPOSES ("UNITED STATES PERSONS"); PROVIDED, HOWEVER, THAT THE
      TERM "UNITED STATES PERSON" SHALL NOT INCLUDE A BRANCH OR AGENCY OF A
      UNITED STATES BANK OR INSURANCE COMPANY THAT IS OPERATING OUTSIDE THE
      UNITED STATES FOR VALID BUSINESS REASONS AS A LOCALLY REGULATED BRANCH OR
      INSURANCE BUSINESS AND NOT SOLELY FOR THE PURPOSE OF INVESTING IN
      SECURITIES NOT REGISTERED UNDER THE SECURITIES ACT.

      ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
      LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
      LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
      REVENUE CODE.

                               [$10,000/$100,000]


                                     A-1-1
<Page>

                      INTERNATIONAL MULTIFOODS CORPORATION
                            (A DELAWARE CORPORATION)

                        6.602% Guaranteed Notes due 2009

                  guaranteed, subject to early termination, by

                                   DIAGEO PLC


      INTERNATIONAL MULTIFOODS CORPORATION, a Delaware corporation (the
"Issuer"), for value received, hereby promises to pay to the bearer on
November 13, 2009, upon surrender hereof, the principal amount of

                [TEN THOUSAND/ONE HUNDRED THOUSAND] U.S. DOLLARS
                               [$10,000/$100,000]

and to pay interest at the rate of 6.602% per annum in arrear from the date
of issuance or the later date to which interest has been paid or provided for
on said principal amount annually on each November 13, beginning November 13,
2002, until payment of said principal amount has been made or duly provided
for, but only, in the case of interest due on or before maturity, upon
presentation and surrender of interest coupons attached hereto (the
"Coupons") as they shall severally mature. Such payments shall be made in
U.S. dollars, or such other coin or currency of the United States as at the
time of payment shall be legal tender for the payment of public and private
debts.

        Reference is made to the further provisions set forth under Terms and
   Conditions of the Note endorsed on the reverse hereof.  Such
further provisions shall for all purposes have the same effect as
   though fully set forth at this place.

      Holders of this Note and holders of the Coupons appertaining hereto are
deemed to have notice of all of the provisions of the Fiscal Agency Agreement
applicable to them. Copies of the Fiscal Agency Agreement are available for
inspection at the specified offices of the Fiscal Agent.

      Title to this Note and to the Coupons appertaining hereto shall pass by
delivery. The Issuer may treat the bearer hereof as the absolute owner of
this Note for all purposes (whether or not this Note shall be overdue and
notwithstanding any notice of ownership or writing hereon or notice or any
previous loss of theft or trust or other interest herein).


                                     A-1-2
<Page>

      Neither this Note nor any Coupon nor the Guarantee endorsed hereon
shall be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Fiscal Agent.


                                     A-1-3
<Page>

      IN WITNESS WHEREOF, International Multifoods Corporation has caused
this Note to be duly executed.

      Dated:

      INTERNATIONAL MULTIFOODS CORPORATION

      By:   _________________________________
      Name:
      Title:


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Notes described in the within-mentioned Fiscal Agency
                              Agreement.

                              JPMorgan Chase Bank
                              as Fiscal Agent without recourse, warranty
                              or liability

                              By: _________________________
                              Name:
                              Authorized Officer


                              [TERMS AND CONDITIONS]

                                   [GUARANTEE]


                                     A-1-4
<Page>

                                                                     EXHIBIT A-2

                      [FORM OF REVERSE OF DEFINITIVE NOTE]
                        TERMS AND CONDITIONS OF THE NOTES

The 6.602% Guaranteed Notes due 2009 (the "NOTES") are to be issued pursuant
to a Fiscal Agency Agreement (the "FISCAL AGENCY AGREEMENT") dated as of 17
December 2001 among International Multifoods Corporation (the "ISSUER"),
Diageo plc (the "GUARANTOR") and JPMorgan Chase Bank, as fiscal agent,
principal paying and authentication agent (the "FISCAL AGENT", which term
shall include its successors and assigns as Fiscal Agent) and the other
paying agent named therein. The holders of the Notes (the "NOTEHOLDERS") and
the holders of the coupons appertaining thereto (the "COUPONS") whether or
not attached thereto, will be entitled to the benefit of and be bound by, and
be deemed to have notice of, all the provisions of the Fiscal Agency
Agreement. Copies of the Fiscal Agency Agreement are available for inspection
at the offices of the Fiscal Agent and of each of the paying agents (the
"PAYING AGENTS") referred to in Condition 4 below.

1.1.  STATUS

The Notes and the Coupons are direct, unconditional, unsecured and
unsubordinated obligations of the Issuer and rank PARI PASSU among themselves
and with all other present and future unsecured and unsubordinated
obligations of the Issuer.

2.2.  INTEREST

The Notes bear interest from 17 December 2001 at the rate of 6.602% per annum
payable annually in arrear on each 13 November, commencing on 13 November
2002, until and including 13 November 2009, upon surrender of the relevant
Coupon subject to and in accordance with Condition 4 below.

The Notes will cease to bear interest on the date on which they are due to be
redeemed or repaid unless (i) payment of principal is improperly withheld or
refused upon presentation thereof or (ii) such redemption is pursuant to the
provisions under Condition 10 below. In either such event, the affected Notes
will continue to bear interest (both before and after judgment) until such
Notes shall be paid in full or until the seventh day after the date on which
notice is given to the affected Noteholders to the effect that the funds for
the payment of principal in respect of all outstanding Notes have been
received by the Fiscal Agent and are available for collection; PROVIDED that
sufficient funds have actually been received and are available for such
purpose, whichever is earlier.

Whenever it is necessary to compute any amount of interest in respect of the
Notes for a period of less than a full year, such interest shall be
calculated on a "30/360" basis. Accordingly, in such circumstances interest
will be calculated based on the number of days in the relevant period from
and including the most recent interest payment date (or, if no interest
payment date has occurred, 17 December 2001) to but excluding the relevant
payment date (such number of days being calculated on the basis of a year of
360 days with 12 30-day months) divided by 360.

3.3.  FORM AND DENOMINATIONS

The Notes initially will be represented by a temporary global note, without
interest coupons (the "TEMPORARY GLOBAL NOTE"), which is exchangeable not
earlier than 40 days after the issue date of the Temporary Global Note in
whole or in part (free of charge to the holder) for interests in a


                                     A-2-1
<Page>

permanent global note (the "PERMANENT GLOBAL NOTE" and, together with the
Temporary Global Note, the "GLOBAL NOTES") upon certification as to non-U.S.
beneficial ownership by Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("EUROCLEAR") or Clearstream Banking, societe anonyme
("CLEARSTREAM") substantially in the form set out as EXHIBIT F to the Fiscal
Agency Agreement, with respect to the Temporary Global Note or portions
thereof being exchanged, to the effect that it had received in writing or by
facsimile a certification or certifications in substantially the form set
forth in EXHIBIT E to the Fiscal Agency Agreement signed by the person
appearing in its records as the owner of the Temporary Global Note or
portions thereof being exchanged. The Permanent Global Note will be
exchangeable in whole but not in part (free of charge to the holder) for
definitive notes in bearer form (the "DEFINITIVE NOTES") (1) at any time upon
request of any Noteholder thereof (including any Accountholder (as defined
below)) upon 60 days' prior written notice to the Fiscal Agent specifying a
Definitive Exchange Date (as defined below), (2) if the Issuer or the
Guarantor would suffer a material disadvantage as a result of a change in
laws or regulations (taxation or otherwise) or as a result of a change in the
practice of Euroclear or Clearstream that would not be suffered were the
Notes in definitive form and a certificate to such effect signed by two duly
authorised officers of the Issuer is given to the Fiscal Agent or (3) if
Euroclear or Clearstream is closed for business for a continuous period of 14
days (other than by reason of legal holidays) or announces an intention
permanently to cease business. Thereupon (in the case of (2) or (3) above)
the Issuer may give notice to the Fiscal Agent and the Noteholders of its
intention to exchange the Permanent Global Note for Definitive Notes on the
Definitive Exchange Date (as defined below).

Upon exchange in full of the Permanent Global Note for Definitive Notes, the
Permanent Global Note shall become void; PROVIDED, HOWEVER, that if the
Issuer does not perform or comply with any one or more of its obligations
under any Definitive Notes, then any right or remedy relating in any way to
the obligation(s) in question may be exercised or pursued on the basis of the
Permanent Global Note despite its stated cancellation after its exchange in
full, as an alternative, or in addition, to the Definitive Notes (or the
Coupons appertaining to them as appropriate).

On the Definitive Exchange Date, the Permanent Global Note shall be
surrendered to or to the order of the Fiscal Agent. In exchange for the
Permanent Global Note, the Issuer will deliver to the relevant holders, or
procure the delivery of, an equal aggregate principal amount of Definitive
Notes (having attached to them all Coupons in respect of interest that has
not already been paid on the Permanent Global Note), printed in accordance
with any applicable legal and stock exchange requirements and in or
substantially in the form set out in the Fiscal Agency Agreement. On exchange
of the Permanent Global Note, the Fiscal Agent will ensure that it is
cancelled and, if the Issuer so requests, returned to the Issuer. From and
after such time as Definitive Notes are issued in exchange for the Permanent
Global Note, any remaining interest in the Temporary Global Note will be
exchangeable only for Definitive Notes. No Definitive Notes delivered in
exchange for the Permanent Global Note or Temporary Global Note will be
mailed or otherwise delivered to any location in the United States in
connection with such exchange.

The Global Notes will be in bearer form and interests therein will be in
denominations of $10,000 and $100,000 or integral multiples thereof. Title to
the Global Notes (including interests therein) that are deposited with a
common depositary for Euroclear or Clearstream will pass in accordance with
the rules and procedures of Euroclear and Clearstream, respectively. The
Definitive Notes will be serially numbered and in bearer form in
denominations of $10,000 and $100,000 each with Coupons attached, and title
thereto will pass by delivery. Notes of one denomination may not be exchanged
for notes of any other denomination.

In the case of a Global Note, the terms "HOLDER" and "NOTEHOLDER" include
each person that appears in the records of Euroclear or Clearstream, as the
case may be, as entitled to a particular


                                     A-2-2
<Page>

principal amount of Notes by reason of an interest in such Global Note, and
with respect to a Definitive Note, such terms mean the bearer thereof;
PROVIDED, HOWEVER, that the right to the payment of principal, additional
amounts pursuant to Condition 7 hereof, if any, interest, if any, and any
amount payable upon redemption with respect to a Global Note shall be vested
solely in the bearer thereof.

"ACCOUNTHOLDER" means a person who is for the time being shown in the records
of Euroclear or Clearstream as the holder of a particular principal amount of
the Notes, in which regard any certificate or other document issued by
Euroclear or Clearstream as to the principal amount of such Notes standing to
the account of any person shall be conclusive and binding for all purposes.

"DEFINITIVE EXCHANGE DATE" means a day specified in the notice requiring
exchange falling not less than 60 days after that date on which such notice
is given and on which date banks are open for business in the city in which
the specified office of the Fiscal Agent is located and in the city in which
the relevant clearing system is located.

4.4.  PAYMENTS AND PAYING AGENTS

(1) Payments in respect of Notes and Coupons will be made against
presentation and surrender of Notes or, as the case may be, Coupons only at
the specified offices of the Paying Agents or at the offices of such other
paying agents outside the United States as the Issuer may appoint from time
to time. Such payments will be made in U.S. dollars, at the direction of the
holder of any Note or Coupon, and subject to applicable laws and regulations,
by a U.S. dollar check drawn on or by credit or transfer to a U.S. dollar
denominated account (or any other account to which U.S. dollars may be
credited or transferred) maintained by the holder with a bank located outside
the United States and its territories and possessions. No payment on the
Notes will be made by mail to an address in the United States or its
possessions or by transfer to an account maintained by the holder in the
United States or its possessions.

The Issuer, with the approval of the Fiscal Agent, may at any time vary or
terminate the appointment of any Paying Agent or appoint additional or other
paying agents outside the United States or approve any change in the office
through which any Paying Agent acts, PROVIDED that, (a) so long as any Note
remains outstanding and the Notes are listed on the Luxembourg Stock Exchange
and the rules of that exchange so require, a paying agent will be maintained
in Luxembourg and (b) if the conclusions of the ECOFIN Council meeting of
26th-27th November 2000 are implemented, so far as is reasonably possible, a
paying agent will be maintained in a member state of the European Union (the
"EU") that will not be obliged to withhold or deduct tax pursuant to any EU
directive on the taxation of savings implementing such conclusions, in each
case for payments on Notes and Coupons. Any variation, termination,
appointment or removal shall take effect (other than in the case of
insolvency, when it shall be of immediate effect) after not more than 45 nor
less than 30 days' prior notice thereof shall have been given to the
Noteholders as described in Condition 15 below.

The initial paying agents and their initial specified offices are as follows:

PRINCIPAL PAYING AGENT
JPMorgan Chase Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT


                                     A-2-3
<Page>

LUXEMBOURG PAYING AGENT
J.P. Morgan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338 Luxembourg

Notice of any change in the Paying Agents or their specified offices will
promptly be given to the Noteholders in accordance with Condition 15. In
acting as agents in connection with the Notes, the Fiscal Agent and the
Paying Agents act solely as agents of the Issuer and do not assume any
obligations towards or relationship of agency or trust for or with the
Noteholders.

(2) In the case of the redemption of any Note prior to maturity, such Note
shall be presented for payment together with all unmatured Coupons. Failing
presentation of all unmatured Coupons, the payment of principal will be made
only upon the Noteholder giving such indemnity in respect of the missing
unmatured Coupons as the Issuer may require. In the case of any such
redemption, the unmatured Coupons (if any) appertaining thereto shall become
void and no payment shall be due in respect thereof.

If the due date for payment of any amount of principal of or interest on any
Notes is not a Business Day (as defined below) in the relevant place of
presentation, then the holder thereof shall not be entitled to payment of the
amount due until the next succeeding Business Day in such place and shall not
be entitled to any further interest or other payment in respect of such delay.

The term "BUSINESS DAY" means, in connection with the payment of principal of
and interest on the Notes or Coupons, as the case may be, any day other than
a Saturday or Sunday on which banks in The City of New York and any place of
presentation are open for presentation and payment of bearer debt securities
and for dealing in foreign currencies.

Any monies paid by the Issuer or the Guarantor to the Fiscal Agent for the
payment of principal or interest which remain unclaimed for two years after
such monies have become due and payable will be repaid to the Issuer or the
Guarantor, as the case may be, upon its written request and the holder may
thereafter look only to the Issuer or the Guarantor, as the case may be, for
payment thereof.

5.    GUARANTEE

Pursuant to the Guarantee set forth in the Fiscal Agency Agreement and
endorsed on every Note (the "GUARANTEE"), the Guarantor guarantees the due
and punctual payment of principal of and interest on the Notes and any
additional amounts described in "Payment of Additional Amounts" below as and
when the same shall become due and payable, whether upon stated maturity,
acceleration for default, call for redemption or otherwise.

The Guarantee is a direct, unsecured and unsubordinated obligation of the
Guarantor and shall rank PARI PASSU with all other present and future
unsecured and unsubordinated obligations of the Guarantor.

The Guarantee shall remain in full force and effect until the Termination
Date. The "TERMINATION DATE" shall be the earlier of (a) the maturity of the
Notes or such later date on which the principal, interest accrued on the
Notes and any additional amounts in respect thereof have been fully paid or
(b) the date on which the Guarantor provides a certificate to the Fiscal
Agent confirming (i) that the Issuer's senior unsecured issuer credit rating
from Moody's Investor Service, Inc. ("MOODY'S") is the same or higher than
the Guarantor's senior unsecured issuer credit rating from Moody's and (ii)
that the rating from Standard & Poor's Rating Services, a division of
McGraw-Hill Companies,


                                     A-2-4
<Page>

Inc., ("S&P") for any non-credit enhanced senior unsecured long-term debt of
the Issuer is the same or higher than the rating from S&P for any non-credit
enhanced senior unsecured long-term debt of the Guarantor or, if no such
rating has been given for the Issuer, the Issuer's Adjusted Credit Rating (as
defined below) is the same or higher than the Guarantor's corporate credit
rating from S&P. The Issuer's "ADJUSTED CREDIT RATING", as used herein, shall
mean (x) the Issuer's corporate credit rating from S&P, as adjusted down by
two rating designations if such corporate credit rating is below BBB-, or the
Issuer's corporate credit rating from S&P, as adjusted down by one rating
designation if such corporate credit rating is equal to or higher than BBB-,
for so long as the outstanding secured debt of the Issuer and its
consolidated subsidiaries plus any secured debt available to the Issuer and
its consolidated subsidiaries under any credit facility is equal to 20% or
more of the total assets of the Issuer and its consolidated subsidiaries, or
(y) the Issuer's corporate credit rating from S&P, at all other times.

The Guarantor including its successors may not (i) assign any or all of its
rights or obligations under the Guarantee prior to the Termination Date, or,
in the event that the Guarantee is reinstated thereafter pursuant to its
terms, prior to the payment in full of all amounts payable by the Guarantor
upon such reinstatement, or (ii) make any modification to the terms of the
Guarantee (other than for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provisions contained therein or in
any other manner that the Guarantor may deem necessary or desirable and which
will not be inconsistent with the Notes or Coupons and which will not
adversely affect the interests of the holders of the Notes and Coupons),
without the written consent of the holders of at least 75% in aggregate
principal amount of the Notes at the time outstanding.

6.6.  REDEMPTION

(1)   Maturity

Unless previously redeemed, the Issuer will repay the Notes at 100% of their
principal amount on 13 November 2009.

(2)   Redemption for Tax Reasons

If in the written opinion of independent counsel chosen by the Issuer and
reasonably acceptable to the Fiscal Agent, the Issuer has or will become (or
if the Guarantor is required to make payment under the Guarantee and in
making payment, in the written opinion of independent counsel chosen by the
Guarantor and reasonably acceptable to the Fiscal Agent, the Guarantor has or
will become) obligated to pay additional amounts on the Notes as described in
Condition 7 below, as a result of any of the following events which have
actually occurred on or after 13 December 2001 (or, in the case of a
Successor Corporation (as defined below) that is incorporated in a
jurisdiction other than the United States (a "SUCCESSOR JURISDICTION"), the
date such corporation became a Successor Corporation (the "SUCCESSOR
CORPORATION DATE") and in the case of a successor or assign of the Guarantor
incorporated in a jurisdiction other than in the United Kingdom (a "SUCCESSOR
GUARANTOR JURISDICTION"), the date on which such person became a successor or
assign of the Guarantor (the "SUCCESSOR GUARANTOR DATE")), (a) any change in,
or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of the Relevant Jurisdiction or any political subdivision or
taxing authority thereof or therein, or any change in official position
regarding the application or interpretation of such laws, regulations or
rulings, (b) any action taken by a taxing authority of the Relevant
Jurisdiction or any political subdivision thereof or therein affecting
taxation, which action is generally applied or is taken with respect to the
Issuer and/or the Guarantor, (c) a decision rendered by a court of competent
jurisdiction in the Relevant Jurisdiction or any political subdivision
thereof or therein, whether or not such decision was rendered with


                                     A-2-5
<Page>

respect to the Issuer and/or the Guarantor, (d) a private letter ruling,
technical advice memorandum, or other official pronouncement issued by the
national office of the revenue service of the Relevant Jurisdiction on
substantially the same facts as those affecting the Issuer and/or the
Guarantor or (e) any change, amendment, application, interpretation or
execution of the laws of the Relevant Jurisdiction (or any regulations or
rulings promulgated thereunder) shall have become effective on or after 13
December 2001, the Successor Corporation Date or the Successor Guarantor
Date, as the case may be, and the Issuer and/or Guarantor determines that
such obligation cannot be avoided by the use of reasonable measures then
available to the Issuer and/or the Guarantor, then the Issuer may, at its
option, upon not less than 30 nor more than 60 days' prior notice to the
holders for the time being of the Notes, redeem the Notes in whole, but not
in part, at a redemption price equal to 100% of the principal amount thereof
plus accrued interest, if any, to the date fixed for redemption; PROVIDED
that no such notice of redemption shall be given earlier than 90 days prior
to the earliest date on which the Issuer, or as the case may be, the
Guarantor, would be obligated to pay such additional amounts were a payment
in respect to the Notes due on such date and, at the time such notification
of redemption is given, such obligation to pay such additional amounts
remains in effect. Prior to the publication of any notice of redemption
pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent (1)
a certificate stating that the Issuer is entitled to effect such redemption
and that the conditions precedent to the right of the Issuer to so redeem
have occurred and (2) an opinion of independent counsel chosen by the Issuer
and reasonably acceptable to the Fiscal Agent to the effect that the Issuer,
or as the case may be, the Guarantor, has or will become obligated to pay
additional amounts on the Notes.

"RELEVANT JURISDICTION" means the United Kingdom, the United States of
America, a Successor Jurisdiction or a Successor Guarantor Jurisdiction.

(3)   Cancellations

All Notes so redeemed and any unmatured Coupons attached to or surrendered
with them will be cancelled and may not be re-issued or resold.

7.7.  PAYMENT OF ADDITIONAL AMOUNTS

The Issuer will (or, with respect to the Guarantee, the Guarantor will),
subject to the exceptions and limitations set forth below, pay to the holder
of any Note or any Coupon such additional amounts as may be necessary so that
every net payment on such Note or Coupon, after deduction or withholding for
or on account of any present or future tax, assessment or other governmental
charge imposed upon or as a result of such payment by the United States (or
any political subdivision or taxing authority thereof or therein), the United
Kingdom (or any political subdivision or taxing authority thereof or
therein), a Successor Jurisdiction or a Successor Guarantor Jurisdiction,
will not be less than the amount provided for in such Note or such Coupon to
be then due and payable. However, neither the Issuer nor the Guarantor shall
be required to make any payment of additional amounts for or on account of:

(a) any tax, assessment or other governmental charge that would not have been
imposed but for (i) the existence of any present or former connection between
such holder (or between a fiduciary, settlor, or beneficiary of, or a person
holding a power over, such holder, if such holder is an estate or trust, or a
member or shareholder of such holder, if such holder is a partnership or
corporation) and the United States or the United Kingdom, as the case may be,
including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, person holding a power, member or shareholder) being or having
been a citizen or resident or treated as a resident thereof or being or
having been engaged in trade or business or present therein or having or
having had a permanent establishment therein, or (ii) the presentation by the
holder of a Note or Coupon for payment more


                                     A-2-6
<Page>

than 15 days after the date on which such payment became due and payable or
on which payment thereof was duly provided for, whichever occurs later;

(b) any withholding or deduction that is imposed on a payment to an
individual and that is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the
ECOFIN Council meeting of 26th-27th November 2000 or any law implementing or
complying with, or introduced in order to conform to, such Directive;

(c) any holder who would have been able to avoid such withholding or
deduction by presenting the relevant Note or Coupon to another paying agent
in a member state of the EU;

(d) any estate, inheritance, gift, sales, transfer, personal property or any
similar tax, assessment or other governmental charge;

(e) any tax, assessment or other governmental charge that would not have been
imposed but for such holder's past or present status as a personal holding
company, foreign personal holding company, controlled foreign corporation,
passive foreign investment company (or qualified electing fund), foreign
investment company or foreign private foundation or other tax exempt
organisation with respect to the United States or as a corporation that
accumulates earnings to avoid United States Federal income tax;

(f) any tax, assessment or other governmental charge that is payable
otherwise than by deduction or withholding from a payment on a Note or Coupon;

(g) any tax, assessment or other governmental charge that would not have been
imposed but for the failure to comply with a request of the Issuer, or other
person making such payment, made upon reasonable notice prior to such
payment, addressed to the holder or beneficial owner to provide any
applicable certification, information, documentation or other reporting
requirement concerning the nationality, residence, identity or connection
with the United States, the United Kingdom, a Successor Jurisdiction or a
Successor Guarantor Jurisdiction, of the holder or beneficial owner of a Note
or Coupon if, without regard to any tax treaty, such compliance is required
by statute or regulation of the United States, the United Kingdom, a
Successor Jurisdiction or a Successor Guarantor Jurisdiction as a
precondition to relief or exemption from such tax, assessment or other
governmental charge; or

(h) any combination of items (a), (b), (c), (d), (e), (f) and (g);

nor shall such additional amounts be paid with respect to any payment on a
Note or Coupon to a holder that is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner would not have been entitled to the additional amounts had
such beneficiary, settlor, member or beneficial owner been the holder of such
Note or Coupon.

Any reference in these Terms and Conditions to principal or interest or both
in respect of the Notes shall be deemed to include reference to any
additional amounts payable under this Condition 7.

8.    GUARANTOR NEGATIVE PLEDGE

Prior to the Termination Date, the Guarantor will not and the Guarantor will
procure that no Restricted Subsidiary (as defined below) will, create or
permit to subsist any Encumbrance (as defined below) on the whole or any part
of any Principal Property (as defined below) or upon any shares or stock of
any Restricted Subsidiary to secure any present or future indebtedness for


                                     A-2-7
<Page>

borrowed money without making, or causing such Restricted Subsidiary to make,
effective provision whereby the Notes (together with, if the Guarantor shall
so determine, any other indebtedness of the Guarantor or such Restricted
Subsidiary then existing or thereafter created which is not subordinate to
the Notes) shall be secured equally and rateably with (or, at the option of
the Guarantor or such Restricted Subsidiary, prior to) such indebtedness for
borrowed money, so long as such indebtedness for borrowed money will be so
secured. However, such limitation will not apply to:

(a) any Encumbrance subsisting on or prior to the date of the Fiscal Agency
Agreement;

(b) any Encumbrance arising by operation of law and not securing amounts more
than 90 days overdue or otherwise being contested in good faith;

(c) judgment Encumbrances not giving rise to an Event of Default (as defined
in Condition 10);

(d) any Encumbrance subsisting over a Principal Property, shares or stock of
any Restricted Subsidiary (which becomes a Restricted Subsidiary after the
date of the Fiscal Agency Agreement) prior to the date of such Restricted
Subsidiary becoming a Restricted Subsidiary; PROVIDED that such Encumbrance
was not created in contemplation of such Restricted Subsidiary becoming a
Restricted Subsidiary;

(e) any Encumbrance over any Principal Property (or documents of title
thereto), shares or stock of any Restricted Subsidiary acquired by the
Guarantor or any Restricted Subsidiary as security for, or for indebtedness
incurred, to finance all or part of the price of its acquisition,
development, redevelopment, modification or improvement;

(f) any Encumbrance over any Principal Property (or documents of title
thereto), shares or stock of any Restricted Subsidiary that is acquired by
the Guarantor or any Restricted Subsidiary subject to such Encumbrance;

(g) any Encumbrance to secure indebtedness for borrowed money incurred in
connection with a specifically identifiable project where the Encumbrance
relates to a Principal Property involved in such project and acquired by the
Guarantor or any Restricted Subsidiary after such date of the Fiscal Agency
Agreement and the recourse of the creditors in respect of such indebtedness
is limited to such project and Principal Property;

(h) any Encumbrance arising solely by operation of law over any credit
balance or cash held in any account with a financial institution;

(i) rights of financial institutions to offset credit balances in connection
with the operation of cash management programmes established for the benefit
of the Guarantor and/or any Restricted Subsidiary;

(j) any Encumbrance securing indebtedness of the Guarantor of any Restricted
Subsidiary for borrowed money incurred in connection with the financing of
accounts receivable;

(k) any Encumbrance incurred or deposits made in the ordinary course of
business, including, but not limited to:

    (i)   any mechanics', materialmen's, carriers', workmen's, vendor's
    or other like Encumbrances;


                                     A-2-8
<Page>

    (ii)  any Encumbrances securing amounts in connection with workers'
    compensation, unemployment insurance and other types of social security;
    and

    (iii) any easements, rights-of-way, restrictions and other similar
    charges;

(l) any Encumbrance upon specific items of inventory or other goods and
proceeds of the Guarantor or any Restricted Subsidiary securing the
Guarantor's or any such Restricted Subsidiary's obligations in respect of
bankers' acceptances issued or created for the account of such person to
facilitate the purchase, shipment or storage of such inventory or other goods;

(m) any Encumbrance incurred or deposits made securing the performance of
tenders, bids, leases, statutory obligations, surety and appeal bonds,
government contracts, performance and return-of-money bonds and other
obligations of like nature incurred in the ordinary course of business;

(n) any Encumbrance on any Principal Property of the Guarantor or any
Restricted Subsidiary in favour of the Federal Government of the United
States or the government of any State thereof, or the government of the
Untied Kingdom, or the European Communities, or any instrumentality of any of
them, securing the obligations of the Guarantor or any Restricted Subsidiary
pursuant to any contract or payments owed to such entity pursuant to
applicable laws, rules, regulations or statutes;

(o) any Encumbrance securing taxes or assessments or other applicable
governmental charges or levies;

(p) any Encumbrance securing industrial revenue, development or similar bonds
issued by or for the benefit of the Guarantor or any of its Restricted
Subsidiaries; PROVIDED that such industrial revenue, development or similar
bonds are non-recourse to the Guarantor or such Restricted Subsidiary;

(q) any extension, renewal or replacement (or successive extensions, renewals
or replacements), as a whole or in part, of any Encumbrance referred to in
paragraphs (a) to (p), inclusive, for amounts not exceeding the principal
amount of the borrowed money secured by the Encumbrance so extended, renewed
or replaced; PROVIDED that such extension, renewal or replacement Encumbrance
is limited to all or part of the same Principal Property, shares or stock of
the Restricted Subsidiary that secured the Encumbrance extended, renewed or
replaced (plus improvements on such Principal Property); and

(r) Encumbrances in favour of the Guarantor or any Subsidiary of the
Guarantor.

Notwithstanding the foregoing, the Guarantor or any Restricted Subsidiary may
create or permit to subsist Encumbrances over any Principal Property, shares
or stock of any of the Restricted Subsidiaries so long as the aggregate
amount of indebtedness for borrowed money secured by all such Encumbrances
(excluding therefrom the amount of the indebtedness secured by Encumbrances
set forth in paragraphs (a) to (r), inclusive, above) does not exceed 15% of
the consolidated shareholders' equity of the Guarantor.

Prior to the Termination Date, the Guarantor will not, and the Guarantor will
procure that no Restricted Subsidiary will, enter into any arrangement with
any bank, insurance company or other lender or investor (not including the
Guarantor or any Subsidiary), or to which any such lender or investor is a
party, providing for the leasing by the Guarantor or a Restricted Subsidiary
for a period, including renewals, in excess of three years of any Principal
Property that has been owned by the Guarantor or a Restricted Subsidiary for
more than six months and that has been or is to be


                                     A-2-9

<Page>

sold or transferred by the Guarantor or any Restricted Subsidiary to such
lender or investor or to any person to whom funds have been or are to be
advanced by such lender or investor on the security of such Principal
Property (herein referred to as a "SALE AND LEASEBACK TRANSACTION") unless
either:

(a) the Guarantor or such Restricted Subsidiary could create indebtedness
secured by an Encumbrance (pursuant to the provisions governing limitations
on the creation of Encumbrances set out above) on the Principal Property to
be leased back in an amount equal to the indebtedness attributable to such
sale and leaseback transaction without equally and rateably securing the
Notes; or

(b) the Guarantor, within one year after the sale or transfer will have been
made by the Guarantor or a Restricted Subsidiary, applies an amount equal to
the greater of (i) the net proceeds of the sale of the Principal Property
sold and leased back pursuant to such arrangement or (ii) the fair market
value of the Principal Property so sold and leased back at the time of
entering into such arrangement (as determined by any two directors of the
Guarantor) to the retirement of indebtedness for money borrowed, incurred or
assumed by the Guarantor or any Restricted Subsidiary which by its terms
matures at, or is extendible or renewable at the option of the obligor to, a
date more than twelve months after the date of incurring, assuming or
guaranteeing such indebtedness or to investment in any Principal Property.

For the purposes of this Condition 8, the following terms have the following
meanings:

<Table>
<S>                           <C>

"ENCUMBRANCE"                 means any mortgage, pledge, security
                              interest or lien;

"PRINCIPAL PROPERTY"          means any building, structure or other
                              facility together with the land upon
                              which it is erected and fixtures
                              comprising a part thereof, located in
                              the United States or the United
                              Kingdom, owned or leased by the
                              Guarantor or any Restricted
                              Subsidiary, the gross book value
                              (without deduction of any depreciation
                              reserves) of which on the date as of
                              which the determination is being made
                              exceeds 2% of the consolidated
                              shareholders' equity of the Guarantor,
                              other than (i) any such building,
                              structure or other facility or portion
                              thereof which, in the opinion of the
                              Board of Directors of the Guarantor,
                              is not of material importance to the
                              total business conducted by the
                              Guarantor and its Subsidiaries as an
                              entirety or (ii) any portion of any
                              such property which, in the opinion of
                              the Board of Directors of the
                              Guarantor, is not of material
                              importance to the use or operation of
                              such property;

"RESTRICTED SUBSIDIARY"       means any Subsidiary (i) substantially
                              all of the physical properties of
                              which are located, or substantially
                              all of the operations of which are
                              conducted, within the United States or
                              the United Kingdom and (ii) which owns
                              a Principal Property; PROVIDED,
                              HOWEVER, that the term "Restricted
                              Subsidiary" does not include any
                              Subsidiary which is principally
                              engaged in leasing or in financing


                                     A-2-10
<Page>


                              instalment receivables or which is
                              principally engaged in financing the
                              operations of the Guarantor and its
                              consolidated Subsidiaries; and

"SUBSIDIARY"                  means a company in respect of which
                              more than 50% of the outstanding
                              voting stock or equity interest having
                              by the terms thereof ordinary voting
                              power to elect a majority of the board
                              of directors of such company
                              (irrespective of whether at the time
                              stock of any other class or classes of
                              such company shall have or might have
                              voting power by reason of the
                              happening of the contingency) is at
                              the time directly or indirectly owned
                              or controlled by the Guarantor or by
                              one or more of its Subsidiaries, or by
                              the Guarantor and one or more
                              Subsidiaries.

</Table>


9. ISSUER NEGATIVE PLEDGE

After a Termination Date pursuant to clause (b) of the definition thereof,
the Issuer will not pledge, mortgage, encumber or otherwise grant a security
interest in any properties or assets owned by the Issuer or any significant
subsidiary of the Issuer as defined in Rule 1.02(w) of Regulation S-X of the
United States Securities Act of 1933 (a "SIGNIFICANT SUBSIDIARY") in
connection with a public offering of securities consisting of or evidenced by
bonds, notes, debentures or other debt securities that are listed, quoted or
traded on any stock exchange or over-the-counter or other public securities
market without securing the Notes equally and ratably with all other
obligations and indebtedness secured by such security interest; PROVIDED,
however, that compliance with this covenant shall be determined without
regard to any extension, renewal or refunding (or successive extensions,
renewals or refundings), in whole or in part (but without increase in
amount), of the $450 million senior secured credit agreement dated 28
September 2001 among the Issuer, its subsidiary Robin Hood Multifoods Inc.
and a syndicate of banks, financial institutions and other entities.

10.   EVENTS OF DEFAULT

The following events each constitute an event of default (an "EVENT OF DEFAULT")
in relation to the Notes:

(a) failure to pay any interest or additional amounts in respect of interest on
any Notes when due, and such failure continues for 30 days;

(b) failure to pay principal or additional amounts in respect of payment of
principal of any Notes when due (and, in the case of technical or administrative
difficulties only, such failure continues for five days);

(c) failure by the Issuer or the Guarantor to perform any other covenant of the
Issuer or the Guarantor, as the case may be, under the Notes, the Guarantee or
the Fiscal Agency Agreement, and such failure continues for 90 calendar days
after written notice to the Issuer and the Guarantor or a Paying Agent (which
Paying Agent shall deliver such notice to the Issuer and the Guarantor) by the
holders of at least 10% in aggregate principal amount of the outstanding Notes
specifying such default or breach and requiring it to be remedied;


                                     A-2-11
<Page>

(d) the entry by a court having jurisdiction in the premises of (i) a decree
or order for relief in respect of the Issuer or the Guarantor in an
involuntary case or proceeding under any applicable bankruptcy, insolvency,
examination, reorganisation or other similar law, or (ii) a decree or order
adjudging the Issuer or the Guarantor a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganisation, examination,
arrangement, adjustment or composition of or in respect of the Issuer or the
Guarantor under any applicable United States federal or state law in the case
of the Issuer or, in the case of the Guarantor, any applicable law of England
and Wales, or appointing a custodian, receiver, liquidator, examiner,
assignee, trustee, sequestrator or other similar official of the Issuer or
the Guarantor or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in
effect for a period of 90 consecutive days;

(e) the commencement by the Issuer or the Guarantor of a voluntary case or
proceeding under any applicable bankruptcy, insolvency, examination,
reorganisation or other similar United States federal or state law in the
case of the Issuer or, in the case of the Guarantor, other similar law of
England and Wales, or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Issuer or the Guarantor in an involuntary case
or proceeding under any applicable bankruptcy, insolvency, examination,
reorganisation or other similar United States federal or state law in the
case of the Issuer or, in the case of the Guarantor, other similar law of
England and Wales, or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or
consent seeking reorganisation, examination or relief under any applicable
United States federal or state law in the case of the Issuer or, in the case
of the Guarantor, any applicable law of England and Wales, or the consent by
it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, examiner, assignee, trustee,
sequestrator or other similar official of the Issuer or the Guarantor or of
any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of
corporate action by the Issuer or the Guarantor in furtherance of any such
action;

(f) after a Termination Date pursuant to clause (b) of the definition
thereof, there is a default under any indebtedness for money borrowed by the
Issuer or any Significant Subsidiary, and such default shall have resulted in
an outstanding principal amount in excess of $10 million becoming or being
declared due and payable prior to the date on which it otherwise would have
become due and payable, without such acceleration having been rescinded or
annulled, or such indebtedness being discharged; PROVIDED that the amount
outstanding at any time of any indebtedness issued with original issue
discount is the principal amount of such indebtedness less the remaining
unamortised portion of the original issue discount of such indebtedness at
such time as determined in conformity with U.S. GAAP; or

(g) the Guarantee is not in full force and effect other than in accordance
with its terms.

Notwithstanding the foregoing, no event in relation to the Guarantor shall
constitute an Event of Default after the Termination Date.

If an Event of Default with respect to any Notes shall occur and be
continuing, the holders of at least 25% in aggregate principal amount of the
outstanding Notes may give notice to the Issuer or a Paying Agent (which
Paying Agent shall deliver such notice to the Issuer) that the Notes and all
interest then accrued on such Notes are to be forthwith due and payable,
whereupon each such Note shall become immediately due and payable at its
early termination amount (the "EARLY TERMINATION AMOUNT"), which shall be its
outstanding principal amount, together with all interest


                                     A-2-12
<Page>

accrued thereon, without presentment, demand, protest or other notice of any
kind, all of which the Issuer will expressly waive, anything contained in such
Notes to the contrary notwithstanding, unless prior to the time when the Issuer
or such Paying Agent receives such notice all Events of Default in respect of
all such Notes shall have been cured.

11. CONSOLIDATION, MERGER OR TRANSFER

Nothing contained in the Fiscal Agency Agreement or in any of the Notes shall
prevent any consolidation of the Issuer with, or merger of the Issuer into,
any other entity or entities (whether or not affiliated with the Issuer), or
successive consolidations or mergers to which the Issuer or its successors
and assigns shall be a party or parties, or shall prevent any sale, transfer
or conveyance of the property of the Issuer as an entirety or substantially
as an entirety to any entity; PROVIDED that, the Issuer hereby covenants and
agrees, the entity formed by such consolidation or into which the Issuer is
merged or the entity which acquires by sale, transfer or conveyance the
property of the Issuer as an entirety or substantially as an entirety (the
"SUCCESSOR CORPORATION") shall:

(a) expressly assume, by supplemental agreement satisfactory in form and
executed and delivered to the Fiscal Agent, the due and punctual payment of
the principal of, interest on, and any additional amounts in respect of all
the Notes, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of the Fiscal Agency
Agreement and of the Notes to be performed or observed by the Issuer;

(b) in the case of a Successor Corporation that is incorporated outside of
the United States, expressly indemnify by such supplemental agreement the
holders of Notes and Coupons for any tax, assessment or other governmental
charge imposed on or as a result of such consolidation, merger, sale, lease
or conveyance;

(c) provide to the Fiscal Agent a certificate signed by a duly authorised
officer of the Successor Corporation stating that immediately after such
consolidation, merger, sale, lease or conveyance, the Successor Corporation
shall not be in default under any provision of the Fiscal Agency Agreement or
the Notes; and

(d) provide to the Fiscal Agent a written opinion of legal counsel of
recognised national standing (or, in the case of a Successor Corporation that
is incorporated in the United States, of legal counsel who may be an employee
of or counsel to the Successor Corporation) stating that such consolidation,
merger, sale, lease or conveyance complies with the provisions of this
Condition 11, in that all conditions precedent therein provided for relating
to such transaction have been complied with.

12. MODIFICATION OF FISCAL AGENCY AGREEMENT AND NOTES

The Fiscal Agency Agreement or the terms and conditions of the Notes may be
amended by the Issuer and the Fiscal Agent, without the consent of the holder
of any Note or Coupon, for the purposes of curing any ambiguity, or of
curing, correcting or supplementing any defective provisions contained
therein or in any other manner which the Issuer and the Fiscal Agent may deem
necessary or desirable and which will not be inconsistent with the Notes or
any Coupons and which will not adversely affect the interests of the holders
of Notes or any Coupons.

Modifications and amendments to the Fiscal Agency Agreement or to the terms
and conditions of the Notes also may be made, and future compliance therewith
or past default by the Issuer and/or the Guarantor may be waived, either with
the written consent of the holders of at least 50% in aggregate principal
amount of the Notes at the time outstanding, or with the approval of 50% of
the

                                     A-2-13
<Page>

aggregate principal amount of such Notes as are represented at a meeting of
Noteholders duly called as provided below; PROVIDED, HOWEVER, that no such
modification or amendment to the Fiscal Agency Agreement or to the terms and
conditions of the Notes may, without the written consent of the holders of at
least 75% in aggregate principal amount of the Notes at the time outstanding
(a) change the stated maturity of the principal of or interest on any such
Notes; (b) reduce the principal amount of or interest on any such Notes; (c)
change the coin or currency of payment of principal of, or interest on, any
such Notes; (d) impair the right to institute suit for the enforcement of any
such payment on or with respect to any such Notes; (e) reduce the
above-stated percentage of Noteholders necessary to modify or amend the
Fiscal Agency Agreement or the terms and conditions of the Notes or reduce
the percentage of Notes required for the taking of action or the quorum
required at any meeting of Noteholders; or (f) modify the foregoing
requirements to reduce the percentage of outstanding Notes necessary to waive
any future compliance or past default.

Any modification, amendment or waiver will be conclusive and binding on all
Noteholders, whether or not they have given consent or were present at a
meeting as described above, and on all future Noteholders, whether or not
notification of such modification, amendment or waiver is made on the Notes.
Any instrument given by or on behalf of any holder of a Note in connection
with any consent to any modification, amendment or waiver will be irrevocable
once given and will be conclusive and binding on all subsequent holders of
such Notes.

In addition, prior to the Termination Date, the Fiscal Agency Agreement and
the terms and conditions of the Notes may not be amended without the prior
written consent of the Guarantor (other than for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision
contained therein) and any such amendment approved without the Guarantor's
consent shall have no force or effect. In the case of amendments to the
Fiscal Agency Agreement, the Guarantor may not unreasonably withhold its
prior written consent.

The Fiscal Agency Agreement provides that the Fiscal Agent, the Issuer or the
holders of Notes representing at least 10% in aggregate principal amount of
the Notes then outstanding may call a meeting of Noteholders for any of the
purposes and upon the notice specified in the Fiscal Agency Agreement. Two or
more persons entitled to vote 50% in aggregate principal amount of the Notes
outstanding shall constitute a quorum at a meeting of Noteholders except as
hereinafter provided. In the absence of such a quorum, a meeting of
Noteholders called by the Issuer shall be adjourned for a period of not less
than 10 days, and, in the absence of a quorum at any such meeting reconvened
pursuant to an adjournment, the meeting shall be adjourned further for
another period of not less than 10 days, at which further meeting reconvened
pursuant to an adjournment two or more persons entitled to vote 25% in
aggregate principal amount of such Notes at the time outstanding shall
constitute a quorum.

13. REPLACEMENT OF NOTES AND COUPONS

Should any Note or Coupon be mutilated or defaced or be apparently destroyed,
lost or stolen, it may be replaced at the specified office of any Paying
Agent or the Fiscal Agent subject to all applicable laws and stock exchange
requirements upon payment by the claimant of the expenses incurred in
connection therewith and on such terms and with such indemnity as the Issuer,
the Guarantor and the Fiscal Agent may require. Mutilated or defaced Notes or
Coupons must be surrendered before replacements will be issued.

14. CURRENCY OF PAYMENT


                                     A-2-14
<Page>

To the fullest extent permitted by applicable law, judgments in respect of
any amounts due in respect of the Notes or any Coupon shall be given in U.S.
dollars. The obligations of the Issuer or the Guarantor, as the case may be,
in respect of any amount due under the Notes shall not be discharged or
satisfied by any tender, or any recovery pursuant to any judgment, in any
currency other than U.S. dollars, except to the extent that such tender or
recovery results in the actual receipt by the holder of a Note or any Coupon
of the full amounts in U.S. dollars then due and payable. If the amount in
U.S. dollars actually received by the holder of a Note or any Coupon is for
any reason less than the amount originally due and payable, the Issuer or the
Guarantor, as the case may be, shall, to the fullest extent permitted by law,
as a separate and independent obligation, pay such additional amounts in U.S.
dollars as may be necessary to compensate for such deficiency.

15. NOTICES

All notices to Noteholders will be given by publication in a leading
newspaper having general circulation in London and, so long as the Notes are
listed on the Luxembourg Stock Exchange and the rules of that Exchange so
require, in a leading newspaper having general circulation in Luxembourg. If
by reason of the temporary or permanent suspension of publication of any
newspaper, or by reason of any other cause, it shall be impossible to make
publication of such notice in a leading newspaper as provided herein, then
such publication or other notice in lieu thereof as shall be made by the
Fiscal Agent shall constitute sufficient publication of such notice, if such
publication or other notice shall, so far as may be possible, approximate the
terms and conditions of the publication in lieu of which it is given. Any
such notice shall be deemed to have been given on the date of publication or,
if published more than once, or on different dates, on the date of the first
such publication.

16. GOVERNING LAW

The Fiscal Agency Agreement, the Notes, the Coupons and the Guarantee are
governed by and shall be construed in accordance with the laws of the State
of New York, without regard to the conflicts of laws principles thereof.

Each of the Issuer and the Guarantor has irrevocably submitted to the
non-exclusive jurisdiction of any court of the State of New York or the
United States sitting in The City of New York over any suit, action or
proceeding arising out of or relating to the Fiscal Agency Agreement or any
Note or Coupon or the Guarantee. The Issuer has appointed CT Corporation
System as its agent upon whom process may be served in any such suit, action
or proceeding. The Guarantor agrees that service of process in any such suit,
action or proceeding may be effected by mailing a copy thereof by registered
or certified mail or any substantially similar form of mail, postage prepaid
to the Guarantor at its registered office at 8 Henrietta Place, London W1G
0NB, United Kingdom.

17. DESCRIPTIVE HEADINGS

The descriptive headings appearing in these Terms and Conditions are for
convenience of reference only and shall not alter, limit or define the
provisions hereof.

                                     A-2-15
<Page>





                                                                       EXHIBIT B
                                                                       ---------

                            [FORM OF INTEREST COUPON]

                                 [ON THE FRONT]

INTERNATIONAL MULTIFOODS CORPORATION
(A DELAWARE CORPORATION)

    $200,000,000 6.602% GUARANTEED NOTES DUE 2009

       ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
       LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
       LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
       REVENUE CODE.



      No.   [        ]              [6.602% X $10,000 OR $100,000]



      On November 13, 200[_] (unless the Note hereinafter referred to shall
have been duly called for redemption and payment of the redemption price, as
described therein, shall have been made or duly provided for), International
Multifoods Corporation, a Delaware corporation, shall pay to the bearer, upon
surrender hereof, the amount shown hereon in U.S. dollars, or such lawful
coin or currency of the United States as at the time of payment shall be
legal tender for the payment of public and private debts (together with any
additional amounts which may be payable under the terms of such Note), being
one year's interest on its 6.602% Guaranteed Note due 2009, the serial number
of which is set forth hereon. This coupon is subject to the Terms and
Conditions set forth in such Note.










                                      B-0
<Page>



      Payment of this coupon will be made upon presentation and surrender
hereof at the offices of such paying agents as International Multifoods
Corporation shall from time to time appoint. The initial paying agents are
set out on the reverse hereof.

      INTERNATIONAL MULTIFOODS CORPORATION

      By:____________________
      Name:
      Title:










                                      B-1
<Page>


                                 [on the back:]

     FISCAL AGENT, PRINCIPAL PAYING AGENT AND AUTHENTICATION AGENT

JPMorgan Chase Bank Trinity Tower, 9 Thomas More Street, London E1W 1YT, England


                                  PAYING AGENT

     J. P. MORGAN BANK LUXEMBOURG S.A., 5 Rue Plaetis, L-2338 Luxembourg

























                                      B-2
<Page>

                                                                       EXHIBIT C

                         [FORM OF TEMPORARY GLOBAL NOTE]


Common Code No.: 014050116
ISIN No.: XS0140501163


      THIS NOTE, INCLUDING THE GUARANTEE ENDORSED HEREON, HAS NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR
INDIRECTLY IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE
DISTRICT OF COLUMBIA), ITS POSSESSIONS, ITS TERRITORIES OR OTHER AREAS
SUBJECT TO ITS JURISDICTION (THE "UNITED STATES") OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, ANY CITIZEN OR RESIDENT OF THE UNITED STATES, ANY CORPORATION,
PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE
UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF OR THEREIN, AN ESTATE THE
INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION
REGARDLESS OF ITS SOURCE OR A TRUST IF BOTH A COURT WITHIN THE UNITED STATES
IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION AND ONE OR
MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS
SUBSTANTIAL DECISIONS OR A TRUST THAT HAS MADE A VALID ELECTION TO BE TREATED
AS A DOMESTIC TRUST FOR UNITED STATES FEDERAL INCOME TAX PURPOSES ("UNITED
STATES PERSONS"); PROVIDED, HOWEVER, THAT THE TERM "UNITED STATES PERSON"
SHALL NOT INCLUDE A BRANCH OR AGENCY OF A UNITED STATES BANK OR INSURANCE
COMPANY THAT IS OPERATING OUTSIDE THE UNITED STATES FOR VALID BUSINESS
REASONS AS A LOCALLY REGULATED BRANCH OR INSURANCE BUSINESS AND NOT SOLELY
FOR THE PURPOSE OF INVESTING IN SECURITIES NOT REGISTERED UNDER THE
SECURITIES ACT.

      ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.


                                      C-1
<Page>

      THIS NOTE IS A TEMPORARY GLOBAL NOTE WITHOUT COUPONS, EXCHANGEABLE FOR
A PERMANENT GLOBAL NOTE WITHOUT COUPONS AT THE MAIN OFFICE OF THE FISCAL
AGENT (AS DEFINED HEREIN) IN LONDON. THE RIGHTS ATTACHING TO THIS TEMPORARY
GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR A
PERMANENT GLOBAL NOTE, ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS
DEFINED HEREIN).

      NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL NOTE SHALL
BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE
PROVISIONS HEREOF.


                                      C-2
<Page>

                      INTERNATIONAL MULTIFOODS CORPORATION
                            (A DELAWARE CORPORATION)

                              TEMPORARY GLOBAL NOTE

                                  representing

                                  $200,000,000

                        6.602% Guaranteed Notes due 2009

                  guaranteed, subject to early termination, by

                                   DIAGEO PLC


      This Temporary Global Note is a temporary global note in respect of an
issue of 6.602% Guaranteed Notes due 2009 (the "Notes") of International
Multifoods Corporation, a Delaware corporation (the "Issuer"), limited to the
aggregate principal amount of Two Hundred Million U.S. dollars, the coin or
currency of the United States ($200,000,000) and issued pursuant to a Fiscal
Agency Agreement (the "Fiscal Agency Agreement") dated as of the date hereof
among the Issuer, Diageo plc (the "Guarantor") and JPMorgan Chase Bank, as
Fiscal Agent, principal paying agent and authentication agent (the "Fiscal
Agent" which term shall include its successor and assigns as fiscal agent),
and the other Paying Agents specified therein. Unless the context otherwise
requires, the terms used herein shall have the meanings specified in the
Fiscal Agency Agreement.

      Subject to the provisions hereof, the Issuer, for value received,
hereby promises to pay to the holder on November 13, 2009, upon surrender
hereof, the principal sum of Two Hundred Million U.S. dollars ($200,000,000),
and to pay interest on said principal sum annually on November 13 of each
year from the date of issuance or the later date to which interest has been
paid or provided for at the rate of 6.602% per annum in arrear, commencing
November 13, 2002, until payment of said principal sum has been made or duly
provided for, but only after exchange of interests in this Temporary Global
Note for interests in the Permanent Global Note, as provided in the Fiscal
Agency Agreement, PROVIDED, however that payment may be made if such exchange
is improperly withheld or refused. Such payment shall be made in U.S.
dollars, or in such coin or currency of the United States as at the time of
payment shall be legal tender for the payment of public and private debts.


                                      C-3
<Page>

      The provisions of the form of Definitive Note attached as Exhibit A-2
to the Fiscal Agency Agreement are hereby incorporated by reference herein
MUTATIS MUTANDIS and, except as otherwise provided herein, shall be binding
on the Issuer, the Guarantor and the holder hereof as if fully set forth
herein. Except as otherwise provided herein, the Issuer shall make all
payments as and when provided in the forms of Permanent Global Note and
Definitive Note and shall be bound by all its covenants set forth therein.

      This Temporary Global Note is exchangeable in whole or from time to
time in part for interests in the Permanent Global Note, at the office of the
Fiscal Agent in London only (1) on or after the Exchange Date and (2) upon
compliance with the procedures set forth in Section 4 of the Fiscal Agency
Agreement. Upon exchange of any portion of this Temporary Global Note for
interests in the Permanent Global Note, the Fiscal Agent shall endorse
Schedule A of this Temporary Global Note to reflect the reduction of its
principal amount by an amount equal to the aggregate principal amount of such
interests in the Permanent Global Note, whereupon the principal amount hereof
shall be reduced for all purposes by the amount so exchanged and noted.
Except as otherwise provided herein, until exchanged in full for a Permanent
Global Note, this Temporary Global Note shall in all respects be subject to
and entitled to the same benefits under the Fiscal Agency Agreement as duly
authenticated and delivered interests in the Permanent Global Note or
Definitive Notes.

      Title to this Temporary Global Note shall pass by delivery. Neither
this Temporary Global Note nor the Guarantee endorsed hereon shall become
valid or obligatory until the certificate of authentication hereon shall have
been duly signed by the Fiscal Agent acting in accordance with the Fiscal
Agency Agreement.

      This Temporary Global Note shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of laws principles thereof.

      Each of the Issuer and the Guarantor has irrevocably submitted to the
non-exclusive jurisdiction of any court of the State of New York or the
United States sitting in The City of New York over any suit, action or
proceeding arising out of or relating to the Fiscal Agency Agreement or any
Note or Coupon. The Issuer has appointed CT Corporation System as its agent
upon whom process may be served in any such suit, action or proceeding. The
Guarantor has agreed that process may be served upon the Guarantor at its
registered office in any such suit, action or proceeding.


                                      C-4
<Page>

      IN WITNESS WHEREOF, INTERNATIONAL MULTIFOODS CORPORATION has caused
this Temporary Global Note to be duly executed and its seal to be hereunto
affixed and attested.

      Dated: December 17, 2001

      INTERNATIONAL MULTIFOODS CORPORATION

      By: ___________
      Name:
      Title:


      Attest:

      ________________________




                          CERTIFICATE OF AUTHENTICATION

      This is the Temporary Global Note described in the within-mentioned
Fiscal Agency Agreement.


                              JPMorgan Chase Bank
                              as Fiscal Agent without recourse, warranty
                              or liability


                              By: _________________________
                              Name:
                              Authorized Officer

                                   [GUARANTEE]


                                      C-5
<Page>

                                   SCHEDULE A

            EXCHANGE OF PORTIONS OF THIS TEMPORARY GLOBAL
                  NOTE FOR THE PERMANENT GLOBAL NOTE

The following exchanges of a part of this Global Note for interests in the
Permanent Global Note have been made:

<Table>
<Caption>

                  Principal         Principal           Notation Made
Date of           Amount            Amount              by or on Behalf
Exchange          Exchanged         Remaining           of Fiscal Agent
<S>               <C>               <C>                 <C>

_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________
_________         __________        ___________         _______________

</Table>


                                      C-6
<Page>

                                                                       EXHIBIT D

                         [FORM OF PERMANENT GLOBAL NOTE]

Common Code No.: 014050116
ISIN No.: XS0140501163


      THIS NOTE, INCLUDING THE GUARANTEE ENDORSED HEREON, HAS NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR
INDIRECTLY IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE
DISTRICT OF COLUMBIA), ITS POSSESSIONS, ITS TERRITORIES OR OTHER AREAS
SUBJECT TO ITS JURISDICTION (THE "UNITED STATES") OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, ANY CITIZEN OR RESIDENT OF THE UNITED STATES, ANY CORPORATION,
PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE
UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF OR THEREIN, AN ESTATE THE
INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION
REGARDLESS OF ITS SOURCE OR A TRUST IF BOTH A COURT WITHIN THE UNITED STATES
IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION AND ONE OR
MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS
SUBSTANTIAL DECISIONS OR A TRUST THAT HAS MADE A VALID ELECTION TO BE TREATED
AS A DOMESTIC TRUST FOR UNITED STATES FEDERAL INCOME TAX PURPOSES ("UNITED
STATES PERSONS"); PROVIDED, HOWEVER, THAT THE TERM "UNITED STATES PERSON"
SHALL NOT INCLUDE A BRANCH OR AGENCY OF A UNITED STATES BANK OR INSURANCE
COMPANY THAT IS OPERATING OUTSIDE THE UNITED STATES FOR VALID BUSINESS
REASONS AS A LOCALLY REGULATED BRANCH OR INSURANCE BUSINESS AND NOT SOLELY
FOR THE PURPOSE OF INVESTING IN SECURITIES NOT REGISTERED UNDER THE
SECURITIES ACT.

      ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.

      THIS NOTE IS A PERMANENT GLOBAL NOTE WITHOUT COUPONS, EXCHANGEABLE FOR
DEFINITIVE NOTES WITH COUPONS


                                      D-1
<Page>

AT THE MAIN OFFICE OF THE FISCAL AGENT (AS DEFINED HEREIN) IN LONDON. THE
RIGHTS ATTACHING TO THIS GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE FISCAL
AGENCY AGREEMENT (AS DEFINED HEREIN).

      NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL NOTE SHALL
BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE
PROVISIONS HEREOF.

                                      D-2
<Page>

                    INTERNATIONAL MULTIFOODS CORPORATION

                          (A DELAWARE CORPORATION)

                           PERMANENT GLOBAL NOTE

                                representing

                                $200,000,000

                      6.602% Guaranteed Notes due 2009

                guaranteed, subject to early termination, by

                                 DIAGEO PLC

      This Permanent Global Note is a permanent global note in respect of an
issue of 6.602% Guaranteed Notes due 2009 (the "Notes") of International
Multifoods Corporation, a Delaware corporation (the "Issuer"), limited to the
aggregate principal amount of Two Hundred Million U.S. dollars, the coin or
currency of the United States ($200,000,000) and issued pursuant to a Fiscal
Agency Agreement (the "Fiscal Agency Agreement") dated as of the date hereof
among the Issuer, Diageo plc (the "Guarantor") and JPMorgan Chase Bank, as
Fiscal Agent, principal paying agent and authentication agent (the "Fiscal
Agent" which term shall include its successor and assigns as fiscal agent)
and the other Paying Agent specified therein. Unless the context otherwise
requires, the terms used herein shall have the meanings specified in the
Fiscal Agency Agreement.

      Subject to the provisions hereof, the Issuer, for value received,
hereby promises to pay to the holder on November 13, 2009, upon surrender
hereof, the principal sum of Two Hundred Million U.S. dollars ($200,000,000),
and to pay interest on said principal sum annually on November 13 of each
year from the date of issuance or the later date to which interest has been
paid or provided for at the rate of 6.602% per annum in arrear, commencing
November 13, 2002, until payment of said principal sum has been made or duly
provided for, as provided in the Fiscal Agency Agreement. Such payment shall
be made in U.S. dollars, or in such coin or currency of the United States as
at the time of payment shall be legal tender for the payment of public and
private debts.

      The provisions of the form of Definitive Note attached as Exhibit A-2
to the Fiscal Agency Agreement are hereby incorporated by reference herein
MUTATIS MUTANDIS and, except as otherwise provided herein, shall be binding
on the Issuer, the Guarantor and the holder hereof as if fully set forth
herein. Except as otherwise provided herein, the Issuer and the Guarantor
shall make all payments


                                      D-3
<Page>

as and when provided in the form of Definitive Notes and shall be bound by
all its covenants set forth therein.

      The Permanent Global Note is exchangeable in whole but not in part for
Definitive Notes upon request of any Holder (including any Accountholder) or
the Issuer, at the office of the Fiscal Agent in London only upon compliance
with the procedures set forth in Section 4 of the Fiscal Agency Agreement.
Until exchanged in full for Definitive Notes, this Permanent Global Note
shall in all respects be subject to and entitled to the same benefits under
the Fiscal Agency Agreement as duly authenticated and delivered Definitive
Notes.

      Payment of principal, interest and additional amounts (if any) on this
Permanent Global Security will be made in U.S. dollars.

      Title to this Permanent Global Note shall pass by delivery. Neither
this Permanent Global Note nor the Guarantee shall become valid or obligatory
until the certificate of authentication hereon shall have been duly signed by
the Fiscal Agent acting in accordance with the Fiscal Agency Agreement.

      Upon exchange in full of the Permanent Global Note for Definitive
Notes, this Permanent Global Note shall become void; PROVIDED that if the
Issuer does not perform or comply with any one or more of what are expressed
to be its obligations under any Definitive Notes, then any right or remedy
relating in any way to the obligation(s) in question may be exercised or
pursued on the basis of the Permanent Global Note despite its stated
cancellation after its exchange in full, as an alternative, or in addition,
to the Definitive Notes (or the Coupons appertaining to them as appropriate).

      This Permanent Global Note shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of laws principles thereof.

      Each of the Issuer and the Guarantor has irrevocably submitted to the
non-exclusive jurisdiction of any court of the State of New York or the
United States sitting in The City of New York over any suit, action or
proceeding arising out of or relating to the Fiscal Agency Agreement or any
Note or Coupon. The Issuer has appointed CT Corporation System as its agent
upon whom process may be served in any such suit, action or proceeding. The
Guarantor has agreed that process may be served upon the Guarantor at its
registered office in any such suit, action or proceeding.


                                      D-4
<Page>

      IN WITNESS WHEREOF, INTERNATIONAL MULTIFOODS CORPORATION has caused
this Permanent Global Note to be duly executed and its seal to be hereunto
affixed and attested.

      Dated: December 17, 2001

      INTERNATIONAL MULTIFOODS CORPORATION

      By: ___________
      Name:
      Title:

      Attest:

      _________________________



                          CERTIFICATE OF AUTHENTICATION

      This is the Permanent Global Note described in the within-mentioned
Fiscal Agency Agreement.


                              JPMorgan Chase Bank
                              as Fiscal Agent without recourse, warranty
                              or liability





                              By: _________________________
                              Name:
                              Authorized Officer

                                [GUARANTEE]


                                      D-5
<Page>

                                                                       EXHIBIT E

      CERTIFICATE OF NON-U.S. OWNERSHIP

      Re:   International Multifoods Corporation

               $200,000,000 6.602% GUARANTEED NOTES DUE 2009

      This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (1) are owned by
person(s) that are not citizens or residents of the United States,
corporations, partnerships or other entities created or organized in or under
the laws of the United States or any political subdivision thereof or
therein, any estate the income of which is subject to United States taxation
regardless of its source or a trust if both a court within the United States
is able to exercise primary supervision over its administration and one or
more United States persons have the authority to control all of its
substantial decisions or a trust that has made a valid election to be treated
as a domestic trust for United States federal tax purposes ("United States
person(s)"), (2) are owned by United States person(s) that (a) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulation ("Regulation") Section 1.165-12(c)(1)(iv) ("Financial
Institutions")) purchasing for their own account or for resale, or (b)
acquired the Notes through foreign branches of United States Financial
Institutions and who hold the Notes through such United States Financial
Institutions on the date hereof (and in either case (a) or (b), each such
United States Financial Institution hereby agrees, on its own behalf or
through its agent, that you may advise the Issuer or the Issuer's agent that
it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (3) are owned by United States or foreign Financial
Institution(s) for purposes of resale during the restricted period (as
defined in Regulation Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the
owner of the Notes is a United States or foreign Financial Institution
described in clause (3) above (whether or not also described in clause (1) or
(2)) this is to further certify that such Financial Institution has not
acquired the Notes for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its territories or
possessions.

      If the Notes are of the category contemplated in Section 230.903(b)(3)
of Regulation S under the Securities Act of 1933, as amended (the "Securities
Act") then this is also to certify that, except as set forth below the Notes
are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who
purchased the Notes in transactions which did not require registration under
the Act. As used in this


                                      E-1
<Page>

paragraph the term "U.S. person" has the meaning given to it by Regulation S
under the Securities Act.

      As used herein, "United States" means the United States of America
(including the 50 States and the District of Columbia) and its "territories"
and "possessions", including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.

      We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes
held by you for our account (the "Exchange Date") if any applicable statement
herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such
date.

      This certification excepts and does not relate to $_____________ of
such interest in the above Notes in respect of which we are not able to
certify and as to which we understand exchange and delivery of Definitive
Notes (and collection of any interest) cannot be made until we do so certify.

      We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or
would be relevant, we irrevocably authorize you to produce this certification
to any interested party in such proceedings.

      Dated:(1)______________________,[200_]

            Name of Person Making Certification


      By:_____________________________________




--------------------
(1)    To be dated no eaarlier than 15 days prior to the Exchange Date.


                                      E-2
<Page>

                                                                       EXHIBIT F

                        FORM OF CERTIFICATION TO BE GIVEN
                   BY EUROCLEAR BANK S.A./N.V., AS OPERATOR OF
                             THE EUROCLEAR SYSTEM OR
                      CLEARSTREAM BANKING, SOCIETE ANONYME

                                  CERTIFICATION

                      INTERNATIONAL MULTIFOODS CORPORATION

                        6.602% Guaranteed Notes due 2009

                  guaranteed, subject to early termination, by

                                   DIAGEO PLC

                                  (the "Notes")



      This is to certify that, based solely on certifications we have
received in writing, by tested facsimile or by electronic transmission from
member organizations appearing in our records as persons being entitled to a
portion of the principal amount set forth in Fiscal Agency Agreement, as of
the date hereof, $___________ principal amount of the Notes (i) is owned by
persons that are not citizens or residents of the United States,
corporations, partnerships or other entities organized or created in or under
the laws of the United States or any political subdivision thereof or
therein, any estate the income of which is subject to United States taxation
regardless of its source or a trust if both a court within the United States
is able to exercise primary supervision over its administration and one or
more United States persons have the authority to control all of its
substantial decisions or a trust that has made a valid election to be treated
as a domestic trust for United States federal tax purposes ("United States
persons"), (ii) is owned by United States persons that (a) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulation Section 1.165-12(c)(1)(iv) ("Financial Institutions")) purchasing
for their own account or for resale, or (b) acquired the Notes through
foreign branches of United States financial institutions and who hold the
Notes through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
has agreed, on its own behalf or through its agent, that we may advise the
Issuer or the Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder) or (iii) is owned by United States
or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulation Section
1.163-5(c)(2)(i)(D)(7), and to the further effect that United States and
foreign financial institutions described in clause (iii) above (whether or
not as described in clause (i) or (ii)) have certified that they have


                                      F-1
<Page>

not acquired the Notes for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.

      If (i) the Notes are of the category contemplated in Section
230.903(b)(3) of Regulation S under the Securities Act of 1933, as amended
(the "Act"), and (ii) if this certification is not being delivered solely in
connection with the first payment of interest by the Issuer, then this is
also to certify with respect to such principal amount of Notes set forth
above that, except as set forth below, we have received in wiring, by tested
telex or by electronic transmission, from our Member Organizations entitled
to a portion of such principal amount, certifications with respect to such
portion, substantially to the effect set forth in the Fiscal Agency Agreement.

      We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) any portion of the Temporary Global Security excepted in such
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of
the part submitted herewith for exchange (or, if any relevant, exercise of
any rights or collection of any interest) are no longer true and cannot be
relied upon as of the date hereof.

      We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or
would be relevant, we irrevocably authorize you to produce this certification
to any interested party in such proceedings.

      Dated:  _____________

                              Yours faithfully,
                              [Common Depositary]

                              [EUROCLEAR BANK S.A./N.V.,
                              as operator of the
                              Euroclear System]

                              or

                              [CLEARSTREAM BANKING, SOCIETE ANONYME]

                              By_________________________


                                      F-2
<Page>

                                                                       EXHIBIT G

                                    GUARANTEE

      For value received, Diageo plc, a public limited company incorporated
under the laws of England and Wales, having its registered office at 8
Henrietta Place, London W1G 0NB, United Kingdom (the "Guarantor"), hereby
irrevocably and unconditionally guarantees to every holder of the
$200,000,000 6.602% Guaranteed Notes due 2009 (the "Notes") of International
Multifoods Corporation (the "Issuer") and the holders of the coupons
appertaining thereto (the "Coupons"), the due and punctual payment in full
(whether upon stated maturity, acceleration for default, call for redemption
or otherwise), of the outstanding principal amount of and interest accrued on
such Notes and any additional amounts ("Additional Note Amounts") payable
pursuant to Condition 7 of the Terms and Conditions of the Notes (the
"Terms") when and as the same shall become due and payable.

      This Guarantee is a direct, unsecured and unsubordinated obligation of
the Guarantor and shall rank PARI PASSU with all other present and future
unsecured and unsubordinated obligations of the Guarantor.

      This Guarantee is absolute, present, and continuing, and shall remain
in full force and effect until the Termination Date (as defined below).
Notwithstanding anything contained herein to the contrary (but subject to the
sixth paragraph hereof), the Guarantor shall be fully and unconditionally
discharged of any and all costs, liabilities, obligations and claims under
this Guarantee with effect as of 12:01 a.m., New York City time, on the
Termination Date. The "Termination Date" shall be the earlier of (a) the
maturity of the Notes or such later date on which the principal and interest
accrued on the Notes and any Additional Note Amounts or Additional Amounts
(as defined below) in respect thereof have been fully paid, or (b) the date
on which the Guarantor provides a certificate to the Fiscal Agent (as defined
in the Terms) confirming (i) that the Issuer's senior unsecured issuer credit
rating from Moody's Investor Service, Inc. ("Moody's") is the same or higher
than the Guarantor's senior unsecured issuer credit rating from Moody's and
(ii) that the rating from Standard & Poor's Rating Services, a division of
McGraw-Hill Companies, Inc., ("S&P") for any non-credit enhanced senior
unsecured long-term debt of the Issuer is the same or higher than the rating
from S&P for any non-credit enhanced senior unsecured long-term debt of the
Guarantor or, if no such rating has been given for the Issuer, the Issuer's
Adjusted Credit Rating (as defined below) is the same or higher than the
Guarantor's corporate credit rating from S&P. The Issuer's "Adjusted Credit
Rating", as used herein, shall mean (x) the Issuer's corporate credit rating
from S&P, as adjusted down by two rating designations if such corporate
credit rating is below BBB-, or the Issuer's corporate credit rating from
S&P, as adjusted down by one rating designation if such corporate credit
rating is equal to or higher than BBB-, for so long as the outstanding
secured debt of the Issuer and its


                                      G-1
<Page>

consolidated subsidiaries plus any secured debt available to the Issuer and
its consolidated subsidiaries under any credit facility is equal to 20% or
more of the total assets of the Issuer and its consolidated subsidiaries, or
(y) the Issuer's corporate credit rating from S&P, at all other times.

      Prior to the Termination Date, the Terms shall not be amended without
the prior written consent of the Guarantor (other than for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective
provisions contained therein) and any such amendment approved without the
Guarantor's consent shall have no force or effect.

      In order to enforce this Guarantee, the holders of any Notes or Coupons
shall not first be required to bring any action against the Issuer or resort
to any security for the Issuer's obligations and the Guarantor hereby waives
any requirement to do so. The liability of the Guarantor under this Guarantee
shall be absolute and unconditional irrespective of any lack of validity,
legality or enforceability of any obligations of the Issuer under the Notes
or Coupons which might otherwise constitute a defense to the obligations of
the Guarantor under this Guarantee; PROVIDED, HOWEVER, that, notwithstanding
the foregoing, no such circumstance shall, without the consent of the
Guarantor, increase the principal amount of the Notes, or increase the
interest rate thereon or alter the stated maturity thereof; PROVIDED FURTHER
that, notwithstanding the foregoing (but subject to the next succeeding
paragraph) the Guarantor shall be fully and unconditionally discharged of any
and all liability under this Guarantee as of 12:01 a.m., New York City time,
on the Termination Date.

      Anything in this Guarantee to the contrary notwithstanding, this
Guarantee shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of principal or interest on a Note or any
Additional Note Amounts in respect thereof is rescinded or must otherwise be
returned by a holder of such Note upon the bankruptcy, insolvency,
restructuring or reorganization of the Issuer or otherwise, all as though
such payment had not been made; PROVIDED, HOWEVER, that if the Termination
Date has occurred by operation of clause (b) of the definition thereof, the
foregoing shall not cause this Guarantee to continue to be effective or
reinstated in the event any payment made by the Issuer on or after such
Termination Date is so rescinded or otherwise so required to be returned. The
Guarantor hereby irrevocably waives promptness, diligence, presentment,
demand, protest, notice or acceptance and any other notice with respect to
any obligations under this Guarantee. In addition, the Guarantor hereby
irrevocably waives, to the maximum extent permitted by law, any right it may
have to deny liability under this Guarantee or otherwise to claim that this
Guarantee is no longer in full force or effect other than by operation of the
terms of this Guarantee.

      Subject to the limitations and exceptions set forth below, the
Guarantor will make all payments to be made under this Guarantee without
deduction or withholding for or on account of any present or future taxes,
duties, assessments


                                      G-2
<Page>

or governmental charges of whatsoever nature imposed or levied by or on
behalf of the United Kingdom, the United States, a Successor Guarantor
Jurisdiction (as defined in the Terms) or a Successor Jurisdiction (as
defined in the Terms) or any authority thereof or therein having power to tax
unless the Guarantor is required by law to deduct or withhold such taxes,
duties, assessments or governmental charges. In such event the Guarantor will
pay such additional amounts ("Additional Amounts") as will result in the
receipt by the holder of a Note or a Coupon of the amounts which would
otherwise have been payable in respect thereof; PROVIDED, HOWEVER, that the
Guarantor shall not be required to pay any such Additional Amounts or any
Additional Note Amounts for or on account of:

      (a)   any tax, assessment or other governmental charge that
            would not have been imposed but for (a) the existence of
            any present or former connection between such holder (or
            between a fiduciary, settlor, or beneficiary of, or a
            person holding a power over, such holder, if such holder
            is an estate or trust, or a member or shareholder of
            such holder, if such holder is a partnership or
            corporation) and the United States or the United
            Kingdom, as the case may be, including, without
            limitation, such holder (or such fiduciary, settlor,
            beneficiary, person holding a power, member or
            shareholder) being or having been a citizen or resident
            or treated as a resident thereof or being or having been
            engaged in trade or business or present therein or
            having had a permanent establishment therein, or (b) the
            presentation by the holder of a Note or Coupon for
            payment more than 15 days after the date on which such
            payment became due and payable or on which payment
            thereof was duly provided for, whichever occurs later;

      (b)   any withholding or deduction that is imposed on a payment to an
            individual and that is required to be made pursuant to any European
            Union Directive on the taxation of savings implementing the
            conclusions of the ECOFIN Council meeting of 26th-27th November 2000
            or any law implementing or complying with, or introduced in order to
            conform to, such Directive;

      (c)   any holder who would have been able to avoid such withholding or
            deduction by presenting the relevant Note or Coupon to another
            paying agent in a member state of the European Union;

      (d)   any estate, inheritance, gift, sales, transfer, personal
            property or any similar tax, assessment or other
            governmental charge;

      (e)   any tax, assessment or other governmental charge that
            would not have been imposed but for such holder's past
            or present status as a personal holding company, foreign
            personal holding company, controlled foreign
            corporation, passive foreign investment


                                      G-3
<Page>

            company (or qualified electing fund), foreign investment company or
            foreign private foundation or other tax exempt organization with
            respect to the United States or as a corporation that accumulates
            earnings to avoid United States Federal income tax;

      (f)   any tax, assessment or other governmental charge that is payable
            otherwise than by deduction or withholding from a payment on a Note
            or Coupon;

      (g)   any tax, assessment or other governmental charge that
            would not have been imposed but for the failure to
            comply with a request of the Issuer, or other person
            making such payment, made upon reasonable notice prior
            to such payment, addressed to the holder or beneficial
            owner to provide any applicable certification,
            information, documentation or other reporting
            requirement concerning the nationality, residence,
            identity or connection with the United States, the
            United Kingdom, a Successor Jurisdiction or a Successor
            Guarantor Jurisdiction of the holder or beneficial owner
            of a Note or Coupon if, without regard to any tax
            treaty, such compliance is required by statute or
            regulation of the United States, the United Kingdom, a
            Successor Jurisdiction or a Successor Guarantor
            Jurisdiction, as a precondition to relief or exemption
            from such tax, assessment or other governmental charge;
            or

      (h)   any combination of items (a), (b), (c), (d), (e), (f)
            and (g);

      nor shall any such Additional Amounts or Additional Note Amounts be
paid with respect to any payment on a Note or Coupon to a holder that is a
fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent a beneficiary or settlor with respect to such fiduciary
or a member of such partnership or a beneficial owner would not have been
entitled to such Additional Amounts or such Additional Note Amounts had such
beneficiary, settlor, member or beneficial owner been the holder of such Note
or Coupon.

      The Guarantor shall be subrogated to all rights of holders of Notes or
Coupons against the Issuer in respect of any amounts paid to such holders by
the Guarantor pursuant to the provisions of this Guarantee; PROVIDED,
HOWEVER, that the Guarantor shall not be entitled to enforce, or to receive
any payments arising out of or based upon such right of subrogation or to
assign such right until the principal of and interest on all Notes and any
Additional Note Amounts or Additional Amounts in respect thereof shall have
been paid in full; PROVIDED FURTHER that the Guarantor and any affiliate of
the Guarantor or any party under the direct or indirect control of the
Guarantor, in which the Guarantor has any direct or indirect interest, and
over which the Guarantor can exercise any direct or indirect influence (each
a "Related Party") shall not at any time seek to enforce


                                      G-4
<Page>

such right of subrogation. Such right of subrogation may be enforced only by
an entity which is not a Related Party after the assignment to such entity by
the Guarantor of such right of subrogation.

      No failure or delay by any party in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by such
party of any right or remedy shall preclude the further exercise thereof or
the exercise of any other right or remedy. This Guarantee shall be
interpreted in such manner as to be valid and effective under applicable law,
but if any provision hereof is invalid thereunder, such provision shall be
ineffective only to the extent of such invalidity without affecting the
remainder of such provision or any other provisions hereof.

      This Guarantee shall be binding upon the Guarantor and its successors
and assigns, and inure to the benefit of, and be enforceable by, the holders
of Notes or Coupons and their respective successors, transferees and assigns;
PROVIDED, HOWEVER, that the Guarantor, including its successors, may not (i)
assign any of its rights or obligations hereunder prior to the Termination
Date, or, in the event this Guarantee is reinstated thereafter pursuant to
the sixth paragraph hereof, prior to the payment in full of all amounts
payable by the Guarantor upon such reinstatement, or (ii) make any
modification to the terms of this Guarantee (other than for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective
provisions contained herein or in any other manner that the Guarantor may
deem necessary or desirable and which will not be inconsistent with the Notes
or Coupons and which will not adversely affect the interests of the holders
of the Notes and Coupons), without the written consent of the holders of at
least 75% in aggregate principal amount of the Notes at the time outstanding.

      The Guarantor hereby irrevocably and unconditionally (i) submits in any
legal action or proceeding relating to this Guarantee, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United
States for the Southern District of New York, and appellate courts from any
thereof; (ii) consents that any such action or proceeding may be brought in
such courts and waives, to the fullest it may legally and effectively do so,
any objection that it may now or hereafter have to the venue of any such
action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;
(iii) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail or any
substantially similar form of mail, postage prepaid, to the Guarantor at its
registered office as set forth in the introductory paragraph hereto; and (iv)
agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue
in any other jurisdiction.


                                      G-5
<Page>

      This Guarantee shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.

      IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be
executed as of December 17, 2001

                                   DIAGEO PLC


                                   By: ______________________________

                                   Title: ___________________________


                                      G-6
<Page>

                                                                       EXHIBIT H

               INTERNATIONAL MULTIFOODS CORPORATION

                       OFFICER'S CERTIFICATE

      The Undersigned, ................................., as
 .............................. of INTERNATIONAL MULTIFOODS CORPORATION (the
"Company"), in [his/her] capacity as such being an authorized officer of the
Company for purposes of Section 12(e) of the Fiscal Agency Agreement dated
December 17, 2001 (the "Fiscal Agency Agreement") among the Company, Diageo
plc, JPMorgan Chase Bank and J.P. Morgan Bank Luxembourg S.A. hereby
certifies on behalf of the Company that on the date hereof (i)
[Standard & Poor's Rating Service has confirmed that it has assigned a rating
of - to non-credit enhanced senior unsecured long-term debt of the Company]
[or] [no rating has been assigned by Standard & Poor's Rating Service ("S&P")
to any non-credit enhanced senior unsecured long-term debt of the Company and
S&P has confirmed that Company's corporate credit rating is -], (ii) Moody's
Investors Services, Inc. has confirmed that the Company's senior unsecured
issuer credit rating is -, (iii) the amount of outstanding secured debt of the
Company and its consolidated subsidiaries plus the amount of any secured debt
available to the Company and its consolidated subsidiaries under any credit
facility is -, and (iv) the amount of total assets of the Company and its
consolidated subsidiaries is -. The amounts required to be certified in clauses
(iii) and (iv) above [have been determined by reference to the Annual Report
on Form 10-K or Quarterly Report on 10-Q of the Company most recently filed
with the Securities and Exchange Commission as of the date hereof] [or] [are
based on a good faith estimate by the undersigned officer].

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
             day of                              .


                                    _________________________________
                                    Name:
                                    Title:


                                       H-1