EX-4.1



 EXHIBIT 4.1 

KELLOGG COMPANY 

OFFICERS’ CERTIFICATE 

The undersigned, Joel A. Vander Kooi, Vice President – Treasurer, and Gary H. Pilnick, Vice Chairman, Corporate Development and Chief
Legal Officer, Senior Vice President and Secretary of Kellogg Company, a Delaware corporation (the “Company”), do hereby certify that pursuant to the authority granted in resolutions (collectively, the “Resolutions”) adopted by
the Board of Directors of the Company on October 22, 2015; and pursuant to Section 2.3 of the Indenture, dated as of May 21, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”), there is established a series of securities under the Indenture with the following terms: 

1.      The securities are entitled “2.650% Senior Notes due 2023” (the “Notes”). 

2.      The Notes are limited in aggregate principal amount to $600,000,000 (except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.8, 2.9, 2.11 or 12.3 of the Indenture); provided the Company may, without the consent of holders of the Notes, issue additional Notes
having the same ranking and the same interest rate, maturity and other terms as the Notes, which additional Notes will constitute as single series of debt securities under the Indenture. 

3.      The price to public of the Notes was 99.910% of the principal amount, plus accrued interest, if any,
from November 15, 2016. 
 4.      The principal amount of the Notes will mature on December 1, 2023, subject
to the provisions of the Indenture relating to acceleration.
 5.      The Notes will bear interest from
November 15, 2016 at the rate of 2.650% per annum payable on each June 1 and December 1, commencing June 1, 2017, to the holders of record of the Notes on the May 15 or November 15, as the case may be, immediately preceding such
June 1 and December 1. Interest will be computed on the basis of a 360 day year of twelve 30-day months. 

6.      The principal of and interest on the Notes will be payable at the office or agency of the Company
maintained for that purpose, pursuant to the Indenture, in the City of New York, which shall be initially the corporate trust office of the Trustee; provided, however, that at the option of the Company, such payment of interest may be made by check
mailed to the person entitled thereto as provided in the Indenture. The principal of and interest on the Notes will be payable in the coin or currency of the United States of America. 

7.      The Notes will be redeemable by the Company prior to maturity as described in Section 2 of the form of
Notes attached hereto as Exhibit A and Exhibit B, respectively. 







 8.      If a Change of Control Repurchase Event (as defined in the
form of Notes attached hereto as Exhibit A and Exhibit B, respectively) shall have occurred, holders of the Notes may require the Company to repurchase all or any part of the Notes in the manner provided and subject to the
limitations set forth in the form of Notes attached as Exhibit A and Exhibit B, respectively. 

9.      The Notes will not have the benefit of any sinking fund. 

10.    The Notes initially will be represented by securities registered in the name of the nominee of The Depository Trust
Company. The Notes will be issued only in fully registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 

11.    The Notes will initially be issued in the form of one or more global securities, substantially in the form attached
hereto as Exhibit A and Exhibit B, respectively. The Depository Trust Company shall serve as the depository (the “Depository”) for such global securities. While the Notes are evidenced by one or more global
securities, the Depository or its nominee, as the case may be, will be the sole holder thereof for all purposes under the Indenture. Neither the Company nor the Trustee shall have any responsibility or obligation to the Depository’s
participants or the beneficial owners for whom they act with respect to their receipt from the Depository of payments on the Notes or notices given under the Indenture.

All capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Indenture. 

  
 2 








 IN WITNESS WHEREOF, we have set our hands as of this 15th day of November, 2016. 

        KELLOGG COMPANY 

 

			
		
	By:	 	/s/ Joel A. Vander Kooi
	Name:	 	    Joel A. Vander Kooi
	Title:	 	    Vice President – Treasurer
		
	By:	 	/s/ Gary H. Pilnick
	Name:	 	    Gary H. Pilnick
	Title:	 	     Vice Chairman, Corporate Development

    and Chief Legal Officer, Senior Vice

    President and Secretary




  
 Officers’
Certificate 
 (Terms of Note) 








 EXHIBIT A 

KELLOGG COMPANY 
 2.650% Senior
Notes due 2023 
 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC” and the “Depository”), to the Company (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
  

			
	REGISTERED	 	REGISTERED
		
	No. R-1	 	 U.S.$ 500,000,000

CUSIP No.: 487836 BS6


 Kellogg Company, a corporation duly organized and existing under the laws of Delaware (herein called the
“Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum set forth above or such other
principal sum on the Schedule of Exchanges attached hereto (which shall not exceed U.S.$ 500,000,000) on December 1, 2023, and to pay interest thereon from November 15, 2016, or from the most recent interest payment date to which interest has been
paid or duly provided for, semiannually on June 1 and December 1 in each year, commencing June 1, 2017, at the rate of 2.650% per annum, until the principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any interest payment date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the regular record date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day),
as the case may be, immediately preceding such interest payment date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Securityholder on such regular record date and may either be paid to
the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to
Securityholders of this Series not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this Series may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. 
 Payment of the principal
of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of 

  
 A-1 








 
Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the
Person entitled thereto as specified in the Security Register, provided that such Person shall have given the Trustee written wire instructions at least five Business Days prior to the applicable Interest Payment Date. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

* * * * 

  
 A-2 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: November 15, 2016 
  

					
	KELLOGG COMPANY
		
	By:	 	  

		 	Name:	 	Joel A. Vander Kooi
		 	Title:	 	Vice President – Treasurer
		
	By:	 	  

		 	Name:	 	Gary H. Pilnick
		 	Title:	 	Vice Chairman, Corporate Development and Chief Legal Officer



  
 A-3 








 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

Dated: November 15, 2016 
 THE
BANK OF NEW YORK MELLON TRUST 
 COMPANY, N.A., 

    as Trustee 

By:    ________________________ 

          Authorized Signatory 

  
 A-4 








 2.650% Senior Notes due 2023 

Section 1. Indenture 

The Company issued the Securities under an Indenture, dated as of May 21, 2009, between the Company and the Trustee (the
“Indenture”). The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act as in effect on the date of the Indenture. The Securities are subject to
all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of such terms and provisions. 

The series of Securities are senior unsecured obligations of the Company initially limited to $600,000,000 aggregate principal amount at any
one time outstanding. This Security is one of a Series designated as 2.650% Senior Notes due 2023 of the Company. 
 Section
2. Optional Redemption
 The Securities may be redeemed at the Company’s option, at any time in whole or from time to time
in part. The redemption price for the Securities to be redeemed on any redemption date will be equal to the greater of the following amounts: 
  

	 	(a)	100% of the principal amount of the Securities being redeemed on the redemption date; or 

  

	 	(b)	the sum of the present values of the remaining scheduled payments of principal and interest on the Securities being redeemed on that redemption date (not including any portion of any payments of interest accrued to the
redemption date) discounted to the redemption date on a semiannual basis at the Treasury Rate (as defined below), as determined by the Reference Treasury Dealer (as defined below), plus 20 basis points; 


plus, in each case, accrued and unpaid interest on the Securities to the redemption date. Notwithstanding the foregoing, installments of
interest on the Securities that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered Securityholders as of the close of business on the relevant record
date according to the Securities and the Indenture. The redemption price will be calculated by the Company on the basis of a 360-day year consisting of twelve 30-day months. 

The Company will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each
Securityholder of the Securities to be redeemed. Once notice of redemption is mailed, the Securities called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to
the redemption date. 
 “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 

  
 A-5 








 “Comparable Treasury Issue” means the United States Treasury security selected
by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the Securities. 
 “Comparable Treasury Price”
means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Company
obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Quotations, or (C) if only one Reference Treasury Dealer Quotation is received, such Quotation. 

“Reference Treasury Dealer” means each of (A) HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; (B) a Primary Treasury Dealer (as defined herein) selected by U.S. Bancorp Investments, Inc.; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer; and (C) any other Primary Treasury
Dealer selected by the Company. 
 “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such
Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding such redemption date. 
 On and after
the redemption date, interest will cease to accrue on the Securities or any portion of the Securities called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before the redemption date,
the Company will deposit with a Paying Agent or the Trustee money sufficient to pay the redemption price of and accrued interest on the Securities to be redeemed on that date. If less than all of the securities of any series are to be redeemed, the
securities to be redeemed shall be selected by lot or in accordance with applicable DTC procedures. The Securities will not be entitled to the benefit of any mandatory redemption or sinking fund. 

Section 3. Repurchase at Option of Holders Upon Change of Control Repurchase Event 

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has exercised its right to redeem the Securities as
described in Section 2, the Company will make an offer to each Securityholder to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of that holder’s Securities at a repurchase price in cash equal to
101% of the aggregate principal amount of Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the
Company’s option, prior to any Change of 

  
 A-6 








 
Control (as defined below), but after the public announcement of an impending Change of Control, the Company will mail a notice to each Securityholder, with a copy to the Trustee, describing the
transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than
60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or
prior to the payment date specified in the notice. 
 The Company will comply with the requirements of Rule 14e-1 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a
Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase event provisions of the Securities, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict. 

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: 

 

	 	(a)	accept for payment all Securities or portions of Securities properly tendered pursuant to the Company’s offer; 

  

	 	(b)	deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and 


 

	 	(c)	deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities being purchased by the Company.


 The Paying Agent will promptly remit to each Securityholder of properly tendered Securities the purchase price for the
Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Securityholder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each
new Security will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. 
 The Company will not be required
to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such
third party purchases all Securities properly tendered and not withdrawn under its offer. An offer to repurchase the Securities upon a Change of Control Repurchase Event may be made in advance of a Change of Control Repurchase Event, if a definitive
agreement is in place for a Change of Control at the time of the making of such an offer. 

  
 A-7 








 “Below Investment Grade Rating Event” occurs if both the rating on the
Securities is lowered by each of the Rating Agencies and the Securities are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until
the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by any of the
Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be
deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not
announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). 

“Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of our properties or assets and those of our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the
Company or one of its Subsidiaries; 
 (2) the adoption of a plan relating to the Company’s liquidation or dissolution; 

(3) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors; or 

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation)
the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more
than 50% of the then outstanding shares of the Company’s Voting Stock, measured by voting power rather than number of shares. 

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating
Event. 
 “Continuing Directors” means, as of any date of determination, any member of the Company’s Board of
Directors who (1) was a member of such Board of Directors on the date of the issuance of the Securities; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors
who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director). 

  
 A-8 








 “Fitch” means Fitch Ratings. 

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of
Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent
investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company. 

“Moody’s” means Moody’s Investors Service Inc. 

“Rating Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P
ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the
Exchange Act, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, as the case may be. 

“S&P” means S&P Global Ratings, a division of McGraw-Hill Financial, Inc. 

“Voting Stock” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in
the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency. 

Section 4. Sinking Fund 

The Securities are not subject to any sinking fund. 

Section 5. Denominations; Transfer; Exchange 

The Securities are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A
Securityholder may transfer or exchange Securities in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Securityholder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption or to transfer or exchange any Securities for a period of 15 days
prior to the mailing of a notice of redemption of Securities to be redeemed. 
 A global Security deposited with the Depository or the
Trustee shall be transferred to the beneficial owner thereof in the form of definitive Securities only if (a) the Company notifies the Trustee in writing that the Depository, Euroclear Bank, SA/NV, or Clearstream Banking, S.A., Luxembourg is no
longer willing or able to act as a depository or clearing system for the Securities or the Depository ceases to be registered as a clearing agency under the Exchange Act, and a successor depository or clearing system is not appointed within 90 days
of this notice or 

  
 A-9 








 
cessation, (b) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under the Indenture or (c) upon the occurrence
and continuation of an Event of Default under the Indenture with respect to the Securities. Upon surrender by the Depository of the global Securities, certificated Securities will be issued to each Person that the Depository identifies as the
beneficial owner of the Securities represented by the global Security. Upon any such issuance, the Trustee is required to register the certificated Securities in the name of the Person or Persons or the nominee of any of these Persons and cause
the same to be delivered to these Persons. Neither the Company nor the Trustee shall be liable for any delay by the Depository or any participant or indirect participant in identifying the beneficial owners of the related Securities and each
such Person may conclusively rely on, and shall be protected in relying on, instructions from the Depository for all purposes, including with respect to the registration and delivery, and respective principal amounts, of the Securities to be
issued.
 Section 6. Events of Default

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture. 
 Section 7. Persons Deemed Owners

 The registered Securityholder may be treated as the owner of it for all purposes. 

Section 8. Unclaimed Money 

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its written request unless an abandoned property law designates another Person. After any such payment, Securityholders entitled to the money must look only to the Company and not to the Trustee for payment. 

Section 9. Discharge and Defeasance 

Subject to certain conditions, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 

Section 10. Trustee Dealings with the Company 

Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not
Trustee. 

  
 A-10 








 Section 11. No Recourse Against Others 

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities. 
 Section 12. Authentication 

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security. 
 Section 13. Notices 

Notices to Securityholders will be published in authorized daily newspapers in the City of New York. It is expected that publication will
be made in the City of New York in The Wall Street Journal. Any notice given pursuant to these provisions shall be deemed to have been given on the date of publication or, if published more than once, on the date first published. 

Section 14. Governing Law 

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

Section 15. CUSIP Numbers 

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 Section
16. Defined Terms 
 All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall
have the meanings assigned to them in the Indenture. 
 The Company will furnish to any Securityholder upon written request and without
charge to the Securityholder a copy of the Indenture which has in it the text of this Security. 

  
 A-11 








 CERTIFICATE TO BE DELIVERED UPON EXCHANGE 

OR REGISTRATION OF TRANSFER OF SECURITIES 

This Certificate relates to $500,000,000 principal amount of Securities held in (check applicable space) ___ book-entry or ___ definitive form
by _________________________ (the “Transferor”). 
 The Transferor (check one box below): 

has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a
Security or Securities in definitive, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or 

has requested the Trustee by written order to exchange or register the transfer of a Security or Securities. 

________________________________________ 

[INSERT NAME OF TRANSFEROR] 

Dated:                     
                                         
                                        
By:________________________________________ 

  
 A-12 








 SCHEDULE OF EXCHANGES 

The following exchanges of a part of this Book-Entry Security have been made: 

 

									
	 Date of

Exchange
	 	 Amount of decrease in

Principal Amount of
 this Book-Entry
Security
	 	 Amount of increase in

Principal Amount of
 this
Book-Entry
 Security
	 	 Principal Amount of this

Book-Entry Security
 following such
decrease
 (or increase)
	 	 Signature of

authorized signatory
 of Trustee
or
 Security Custodian



  
 A-13 








 ASSIGNMENT FORM 

To assign this Security, fill in the form below: 
 I or we assign
and transfer this Security to 
  
  

(Print or type assignee’s name, address and zip code) 
  

 
 (Insert assignee’s soc. sec. or
tax I.D. No.) 
 and irrevocably appoint _____________________________________agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him. 
 Date: ______________________ Your Signature: __________________________________________ 

 
  

Sign exactly as your name appears on the other side of this Security. 

  
 A-14 








 EXHIBIT B 

KELLOGG COMPANY 
 2.650% Senior
Notes due 2023 
 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC” and the “Depository”), to the Company (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
  

			
	REGISTERED	  	REGISTERED
		
	No. R-2	  	 U.S.$ 100,000,000

CUSIP No.: 487836 BS6


 Kellogg Company, a corporation duly organized and existing under the laws of Delaware (herein called the
“Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum set forth above or such other
principal sum on the Schedule of Exchanges attached hereto (which shall not exceed U.S.$ 500,000,000) on December 1, 2023, and to pay interest thereon from November 15, 2016, or from the most recent interest payment date to which interest has been
paid or duly provided for, semiannually on June 1 and December 1 in each year, commencing June 1, 2017, at the rate of 2.650% per annum, until the principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any interest payment date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the regular record date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day),
as the case may be, immediately preceding such interest payment date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Securityholder on such regular record date and may either be paid to
the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to
Securityholders of this Series not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this Series may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. 
 Payment of the principal
of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of 

  
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Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the
Person entitled thereto as specified in the Security Register, provided that such Person shall have given the Trustee written wire instructions at least five Business Days prior to the applicable Interest Payment Date. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

* * * * 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: November 15, 2016 
  

					
	KELLOGG COMPANY
	By:	 	  

		 	Name:	 	Joel A. Vander Kooi
		 	Title:	 	Vice President – Treasurer
		
	By:	 	  

		 	Name:	 	Gary H. Pilnick
		 	Title:	 	Vice Chairman, Corporate Development and Chief Legal Officer



  
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 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

Dated: November 15, 2016 
  

			
	 THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.,
     as Trustee

		
	By:	 	 
		 	Authorized Signatory



  
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 2.650% Senior Notes due 2023 

Section 1. Indenture 

The Company issued the Securities under an Indenture, dated as of May 21, 2009, between the Company and the Trustee (the
“Indenture”). The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act as in effect on the date of the Indenture. The Securities are subject to
all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of such terms and provisions. 

The series of Securities are senior unsecured obligations of the Company initially limited to $600,000,000 aggregate principal amount at any
one time outstanding. This Security is one of a Series designated as 2.650% Senior Notes due 2023 of the Company. 
 Section
2. Optional Redemption
 The Securities may be redeemed at the Company’s option, at any time in whole or from time to time
in part. The redemption price for the Securities to be redeemed on any redemption date will be equal to the greater of the following amounts: 
  

	 	(a)	100% of the principal amount of the Securities being redeemed on the redemption date; or 

  

	 	(b)	the sum of the present values of the remaining scheduled payments of principal and interest on the Securities being redeemed on that redemption date (not including any portion of any payments of interest accrued to the
redemption date) discounted to the redemption date on a semiannual basis at the Treasury Rate (as defined below), as determined by the Reference Treasury Dealer (as defined below), plus 20 basis points; 


plus, in each case, accrued and unpaid interest on the Securities to the redemption date. Notwithstanding the foregoing, installments of
interest on the Securities that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered Securityholders as of the close of business on the relevant record
date according to the Securities and the Indenture. The redemption price will be calculated by the Company on the basis of a 360-day year consisting of twelve 30-day months. 

The Company will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each
Securityholder of the Securities to be redeemed. Once notice of redemption is mailed, the Securities called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to
the redemption date. 
 “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 

  
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 “Comparable Treasury Issue” means the United States Treasury security selected
by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the Securities. 
 “Comparable Treasury Price”
means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Company
obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Quotations, or (C) if only one Reference Treasury Dealer Quotation is received, such Quotation. 

“Reference Treasury Dealer” means each of (A) HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; (B) a Primary Treasury Dealer (as defined herein) selected by U.S. Bancorp Investments, Inc.; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer; and (C) any other Primary Treasury
Dealer selected by the Company. 
 “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such
Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding such redemption date. 
 On and after
the redemption date, interest will cease to accrue on the Securities or any portion of the Securities called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before the redemption date,
the Company will deposit with a Paying Agent or the Trustee money sufficient to pay the redemption price of and accrued interest on the Securities to be redeemed on that date. If less than all of the securities of any series are to be redeemed, the
securities to be redeemed shall be selected by lot or in accordance with applicable DTC procedures. The Securities will not be entitled to the benefit of any mandatory redemption or sinking fund. 

Section 3. Repurchase at Option of Holders Upon Change of Control Repurchase Event 

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has exercised its right to redeem the Securities as
described in Section 2, the Company will make an offer to each Securityholder to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of that holder’s Securities at a repurchase price in cash equal to
101% of the aggregate principal amount of Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the
Company’s option, prior to any Change of 

  
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Control (as defined below), but after the public announcement of an impending Change of Control, the Company will mail a notice to each Securityholder, with a copy to the Trustee, describing the
transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than
60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or
prior to the payment date specified in the notice. 
 The Company will comply with the requirements of Rule 14e-1 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a
Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase event provisions of the Securities, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict. 

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: 

 

	 	(a)	accept for payment all Securities or portions of Securities properly tendered pursuant to the Company’s offer; 

  

	 	(b)	deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and 


 

	 	(c)	deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities being purchased by the Company.


 The Paying Agent will promptly remit to each Securityholder of properly tendered Securities the purchase price for the
Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Securityholder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each
new Security will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. 
 The Company will not be required
to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such
third party purchases all Securities properly tendered and not withdrawn under its offer. An offer to repurchase the Securities upon a Change of Control Repurchase Event may be made in advance of a Change of Control Repurchase Event, if a definitive
agreement is in place for a Change of Control at the time of the making of such an offer. 

  
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 “Below Investment Grade Rating Event” occurs if both the rating on the
Securities is lowered by each of the Rating Agencies and the Securities are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until
the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by any of the
Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be
deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not
announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). 

“Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of our properties or assets and those of our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the
Company or one of its Subsidiaries; 
 (2) the adoption of a plan relating to the Company’s liquidation or dissolution; 

(3) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors; or 

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation)
the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more
than 50% of the then outstanding shares of the Company’s Voting Stock, measured by voting power rather than number of shares. 

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating
Event. 
 “Continuing Directors” means, as of any date of determination, any member of the Company’s Board of
Directors who (1) was a member of such Board of Directors on the date of the issuance of the Securities; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors
who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director). 

  
 B-8 








 “Fitch” means Fitch Ratings. 

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of
Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent
investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company. 

“Moody’s” means Moody’s Investors Service Inc. 

“Rating Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P
ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the
Exchange Act, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, as the case may be. 

“S&P” means S&P Global Ratings, a division of McGraw-Hill Financial, Inc. 

“Voting Stock” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in
the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency. 

Section 4. Sinking Fund 

The Securities are not subject to any sinking fund. 

Section 5. Denominations; Transfer; Exchange 

The Securities are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A
Securityholder may transfer or exchange Securities in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Securityholder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption or to transfer or exchange any Securities for a period of 15 days
prior to the mailing of a notice of redemption of Securities to be redeemed. 
 A global Security deposited with the Depository or the
Trustee shall be transferred to the beneficial owner thereof in the form of definitive Securities only if (a) the Company notifies the Trustee in writing that the Depository, Euroclear Bank, SA/NV, or Clearstream Banking, S.A., Luxembourg is no
longer willing or able to act as a depository or clearing system for the Securities or the Depository ceases to be registered as a clearing agency under the Exchange Act, and a successor depository or clearing system is not appointed within 90 days
of this notice or 

  
 B-9 








 
cessation, (b) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under the Indenture or (c) upon the occurrence
and continuation of an Event of Default under the Indenture with respect to the Securities. Upon surrender by the Depository of the global Securities, certificated Securities will be issued to each Person that the Depository identifies as the
beneficial owner of the Securities represented by the global Security. Upon any such issuance, the Trustee is required to register the certificated Securities in the name of the Person or Persons or the nominee of any of these Persons and cause
the same to be delivered to these Persons. Neither the Company nor the Trustee shall be liable for any delay by the Depository or any participant or indirect participant in identifying the beneficial owners of the related Securities and each
such Person may conclusively rely on, and shall be protected in relying on, instructions from the Depository for all purposes, including with respect to the registration and delivery, and respective principal amounts, of the Securities to be
issued.
 Section 6. Events of Default

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture. 
 Section 7. Persons Deemed Owners

 The registered Securityholder may be treated as the owner of it for all purposes. 

Section 8. Unclaimed Money 

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its written request unless an abandoned property law designates another Person. After any such payment, Securityholders entitled to the money must look only to the Company and not to the Trustee for payment. 

Section 9. Discharge and Defeasance 

Subject to certain conditions, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 

Section 10. Trustee Dealings with the Company 

Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not
Trustee. 

  
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 Section 11. No Recourse Against Others 

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities. 
 Section 12. Authentication 

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security. 
 Section 13. Notices 

Notices to Securityholders will be published in authorized daily newspapers in the City of New York. It is expected that publication will
be made in the City of New York in The Wall Street Journal. Any notice given pursuant to these provisions shall be deemed to have been given on the date of publication or, if published more than once, on the date first published. 

Section 14. Governing Law 

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

Section 15. CUSIP Numbers 

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 Section
16. Defined Terms 
 All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall
have the meanings assigned to them in the Indenture. 
 The Company will furnish to any Securityholder upon written request and without
charge to the Securityholder a copy of the Indenture which has in it the text of this Security. 

  
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 CERTIFICATE TO BE DELIVERED UPON EXCHANGE 

OR REGISTRATION OF TRANSFER OF SECURITIES 

This Certificate relates to $100,000,000 principal amount of Securities held in (check applicable space) ___ book-entry or ___ definitive form
by _________________________ (the “Transferor”). 
 The Transferor (check one box below): 

has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a
Security or Securities in definitive, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or 

has requested the Trustee by written order to exchange or register the transfer of a Security or Securities. 

___________________________________________ 

[INSERT NAME OF TRANSFEROR] 

Dated:                      
                                        
                                      
By:_________________________________ 

  
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 SCHEDULE OF EXCHANGES 

The following exchanges of a part of this Book-Entry Security have been made: 

 

									
	 Date of

Exchange
	 	 Amount of decrease in

Principal Amount of
 this Book-Entry
Security
	 	 Amount of increase in

Principal Amount of
 this
Book-Entry
 Security
	 	 Principal Amount of this

Book-Entry Security
 following such
decrease
 (or increase)
	 	 Signature of

authorized signatory
 of Trustee
or
 Security Custodian



  
 B-13 








 ASSIGNMENT FORM 

To assign this Security, fill in the form below: 
 I or we assign
and transfer this Security to 
  
  

(Print or type assignee’s name, address and zip code) 
  

 
 (Insert assignee’s soc. sec. or
tax I.D. No.) 
 and irrevocably appoint _____________________________________agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him. 
 Date: _________________________ Your Signature: _____________________________________________ 

 
  

Sign exactly as your name appears on the other side of this Security. 

  
 B-14