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Cargill, Incorporated BASE PROSPECTUS December 3, 2008 Cargill, Incorporated (incorporated with limited liability in the State of Delaware, United States of America) U.S.$6,000,000,000 Euro Medium Term Note Program On December 16, 1996, each of Cargill, Incorporated (“Cargill, Inc.”, “Cargill”, the “Company”or the “Issuer”), Cargill Global Funding PLC (“Cargill Global”) and Cargill Asia Pacific Treasury Ltd (“Cargill Asia Pacific”) entered into a U.S.$1,000,000,000 Euro Medium Term Note Program (the “Program”) and issued an offering circular on that date describing the Program. The Program has been updated from time to time and several offering circulars have been issued in connection therewith. This base prospectus (the “Base Prospectus”) further updates the Program, supersedes all previous offering circulars and/or base prospectuses and is valid for a period of 12 months as from the date hereof. Any Notes (as defined below) issued under the Program on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not affect any Notes already issued. Under the Program, Cargill, Inc., may from time to time issue notes in bearer form (“Bearer Notes”) or registered form (“Registered Notes” and, together with Bearer Notes, the “Notes”) denominated in any currency (including euro) as agreed between Cargill, Inc. and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed U.S.$6,000,000,000 (or its equivalent in other currencies calculated as described herein). Application has been made to the Luxembourg Stock Exchange for Notes issued under the Program as described in this Base Prospectus to be admitted to trading on the Bourse de Luxembourg, which is the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Bourse de Luxembourg is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). Application has also been made to the Commission de Surveillance du Secteur Financier (the “CSSF”), in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 on prospectuses for securities, to approve this document as a base prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) as implemented in to Luxembourg law. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined herein) of Notes will be set forth in the final terms (the “Final Terms”) which, with respect to Notes to be listed on the Luxembourg Stock Exchange will be delivered to the CSSF on or before the date of issue of the Notes of such Tranche. The Program provides that Notes may be listed on or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between Cargill, Inc. and the relevant Dealer. In addition, Cargill, Inc. may from time to time issue unlisted Notes and/or Notes which are not admitted to trading on any market. See “Risk Factors” on pages 9 to 12 for a discussion of certain factors to be considered in connection with an investment in the Notes. The Program has been rated by Standard & Poor’s Ratings Services, a Division of the McGraw-Hill Companies (“S&P”) and by Moody’s Investors Service Limited (“Moody’s”). Tranches of Notes issued under the Program may be rated or unrated. Where a Tranche of Notes is rated, such ratings will not necessarily be the same as the ratings assigned to the Program. A security rating is not a recommendation to buy, sell, or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Arranger Credit Suisse Dealers Barclays Capital BNP PARIBAS Deutsche Bank The Royal Bank of Scotland UBS Investment Bank This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. Cargill, Inc. accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge and belief of Cargill, Inc. (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. No person has been authorized by Cargill, Inc. to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Program or any information supplied by Cargill, Inc. or such other information as is in the public domain and, if given or made, such information or representation must not be relied upon as having been authorized by Cargill, Inc. or any Dealer. The Dealers have not separately verified the information contained herein. Accordingly, no representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true or correct as of any time subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial situation of Cargill, Inc. since the date hereof or, as the case may be, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the program is true or correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms comes are required by Cargill, Inc. and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of notes and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see “Subscription and Sale”. In particular, Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and are subject to U.S. tax law requirements. Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, any United States persons within the meaning of Regulation S under the Securities Act (other than distributors) unless the Notes are registered under the Securities Act or an exemption from such registration requirements is available (see “Subscription and Sale”). Neither this Base Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by Cargill, Inc. or the Dealers that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of the Base Prospectus or any Final Terms shall be deemed to have made its own investigation and appraisal of the condition (financial or otherwise) of Cargill, Inc. All references in this Base Prospectus to “$”, “dollars”, “Dollars”, “U.S.$”, or “U.S. dollars” are to United States dollars, references to “EUR”, “€”, “Euro” and “euro” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended and references to “Sterling” and “£” are to United Kingdom Pounds Sterling. Notwithstanding anything to the contrary contained herein, a prospective purchaser (and each employee, representative, or other agent of a prospective purchaser) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions described in this Base Prospectus and all materials of any kind that are provided to the prospective purchaser relating to such tax treatment and tax structure (as such terms are defined in U.S. Treasury Regulation Section 1.6011-4). This authorization of tax disclosure is retroactively effective to the commencement of discussions between Cargill, Inc., the Dealers or their respective representatives and a prospective purchaser regarding the transactions contemplated herein. This Base Prospectus should be read and construed in conjunction with any supplement hereto. Furthermore, in relation to any Series of Notes, this Base Prospectus should be read and construed together with the applicable Final Terms or Pricing Supplement (as defined below). 2 TABLE OF CONTENTS Available Information ....................................................................................
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