General Mills (GIS)

REGISTRATION RIGHTS AGREEMENT, dated as of April 11, 2007, between General Mills, Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”) and Morgan Stanley & Co. Incorporated (the “Initial Purchaser”) under the Purchase Agreement (as defined below).

Pursuant to the Purchase Agreement, dated as of April 4, 2007, between the Company and Morgan Stanley & Co. Incorporated, as the Initial Purchaser (the “Purchase Agreement”), relating to the initial placement of the Notes (as defined below), the Initial Purchaser has agreed to purchase from the Company $1,150,000,000, including the over-allotment option, in aggregate principal amount of Floating Rate Convertible Senior Notes due 2037 (the “Notes”).  The Notes will be convertible into cash and, if any, fully paid, nonassessable shares of common stock, par value $0.10 per share, of the Company (the “Common Stock”).  The notes will be convertible on the terms, and subject to the conditions, set forth in the Indenture (as defined herein).  To induce the Initial Purchaser to purchase the Notes, the Company has agreed to provide the registration rights set forth in this Agreement pursuant to Section 5(g) of the Purchase Agreement.

The parties hereby agree as follows:

1.        Definitions. Capitalized terms used in this Agreement without definition shall have their respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following capitalized terms shall have the following meanings:

“Additional Interest”: As defined in Section 3(a) hereof.

“Additional Interest Payment Date”:  Each January 11, April 11, July 11 and October 11.

“Affiliate” of any specified person means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person.  For purposes of this definition, control of a person means the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement”:  This Registration Rights Agreement.

“Amendment Effectiveness Deadline Date”: As defined in Section 2(e) hereof.

“Automatic Shelf Registration Statement”: An automatic shelf registration statement within the meaning of Rule 405 under the Securities Act.

“Blue Sky Application”:  As defined in Section 6(a)(i) hereof.

“Business Day”:  The definition of “Business Day” in the Indenture.

“Closing Date”:  The date of the first issuance of the Notes.

“Commission”:  The Securities and Exchange Commission.

“Common Stock”:  As defined in the preamble hereto.

“Company”:  As defined in the preamble hereto.

“Effectiveness Period”:  As defined in Section 2(a)(iii) hereof.

“Effectiveness Target Date”:  As defined in Section 2(a)(ii) hereof.

“Exchange Act”:  The Securities Exchange Act of 1934, as amended.

“Holder”:  A Person who owns, beneficially or otherwise, Transfer Restricted Securities.

“Indemnified Holder”:  As defined in Section 6(a) hereof.

“Indenture”:  The Indenture, dated as of April 11, 2007 between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), pursuant to which the Notes are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.

“Initial Purchaser”:  As defined in the preamble hereto.

“Majority of Holders”:  Holders holding over 50% of the aggregate principal amount of Notes outstanding; provided that, for the purpose of this definition, a holder of shares of Common Stock which constitute Transfer Restricted Securities shall be deemed to hold an aggregate principal amount of the Notes (in addition to the principal amount of the Notes held by such holder) equal to the quotient of (x) the number of such shares of Common Stock held by such holder and (y) the conversion rate in effect at the time of such conversion as determined in accordance with the Indenture.

“NASD”:  The National Association of Securities Dealers, Inc.

“Notes”:  As defined in the preamble hereto.

“Notice and Questionnaire”:  A written notice executed by a Holder and delivered to the Company containing substantially the information called for by the Form of Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum of the Company relating to the Notes.

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“Notice Holder”:  On any date, any Holder of Transfer Restricted Securities that has delivered a Notice and Questionnaire to the Company on or prior to such date.

“Person”:  An individual, partnership, corporation, company, unincorporated organization, trust, joint venture or a government or agency or political subdivision thereof.

“Purchase Agreement”:  As defined in the preamble hereto.

“Prospectus”:  The prospectus included in a Shelf Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus.

“Record Holder”:  With respect to any Additional Interest Payment Date, each Person who is a Holder on the Record Date, as defined in the Indenture, immediately preceding the relevant Additional Interest Payment Date.  In the case of a Holder of shares of Common Stock issued upon conversion of the Notes, “Record Holder” shall mean each Person who is a Holder of shares of Common Stock which constitute Transfer Restricted Securities on the Record Date, as defined in the Indenture, immediately preceding the relevant Additional Interest Payment Date.

“Registration Default”:  As defined in Section 3(a) hereof.

“Representative”:  As defined in the preamble hereto.

“Securities Act”:  The Securities Act of 1933, as amended.

“Shelf Filing Deadline”: As defined in Section 2(a)(i) hereof.

“Shelf Registration Statement”:  As defined in Section 2(a)(i) hereof.

“Subsequent Shelf Registration Statement”: As defined in Section 2(c) hereof.

“Suspension Notice”:  As defined in Section 4(c) hereof.

“Suspension Period”:  As defined in Section 4(b)(i) hereof.

“TIA”:  Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the TIA.

“Transfer Restricted Securities”:  Each Note and each share of Common Stock issued upon conversion of such Note until the earliest of:

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(i)         the date on which such Notes or such share of Common Stock issued upon conversion has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement;

(ii)        the date on which such Notes or such share of Common Stock issued upon conversion are transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an affiliate of the Company pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; or

(iii)       the date on which such Notes or such share of Common Stock issued upon conversion ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise).

“Underwritten Registration”:  A registration in which Notes of the Company are sold to an underwriter for reoffering to the public.

April 4, 2007

MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York  10036

Ladies and Gentlemen:

General Mills, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Initial Purchaser”) $1,000,000,000 in aggregate principal amount of its Floating Rate Convertible Senior Notes due 2037 (the “Firm Notes”).  In addition, the Company has granted to the Initial Purchaser an option to purchase up to an additional $150,000,000 in aggregate principal amount of its Floating Rate Convertible Senior Notes due 2037 (the “Optional Notes” and, together with the Firm Notes, the “Notes”).  The Notes are to be issued pursuant to an Indenture to be dated as of April 11, 2007 (the “Indenture”) between the Company and The Bank of New York Trust Company, N.A., as Trustee.

The Notes will be convertible on the terms, and subject to the conditions, set forth in the Indenture into cash and, if applicable, shares of common stock, par value $0.10 per share, of the Company (the “Common Stock”). As used herein, “Conversion Shares” means the Common Stock to be received by the holders of the Notes upon conversion of the Notes pursuant to the terms of the Indenture.

The Notes will be offered and sold to the Initial Purchaser without being registered under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, in reliance upon an exemption therefrom.

Holders of the Notes (including the Initial Purchaser and its direct and indirect transferees) will be entitled to the benefits of a Resale Registration Rights Agreement, dated the Closing Date (as defined in Section 2(b)), between the Company and the Initial Purchaser (the “Registration Rights Agreement”), pursuant to which the Company will agree to file or have on file with the Commission a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Registration Statement”) covering the resale of the Notes and the Conversion Shares, and to use its reasonable best efforts to cause the Registration Statement to be declared effective, if such shelf registration statement is not an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), within the time period specified in the Registration Rights Agreement.  This Agreement, the Indenture, the Notes and the Registration Rights Agreement are referred to herein collectively as the “Operative Documents.”

The Company understands that the Initial Purchaser proposes to make an offering of the Notes on the terms and in the manner set forth herein and in the Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below) and agrees that the Initial Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers at any time after the date of this Agreement.  The Notes are to be offered and sold to or through the Initial Purchaser without being registered with the Commission under the Securities Act in reliance upon exemptions therefrom.  The terms of the Notes and the Indenture

will require that investors that acquire Notes expressly agree that Notes (and any Conversion Shares) may only be resold or otherwise transferred, after the date hereof, if such Notes (or Conversion Shares) are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A (“Rule 144A”) thereunder).

The Company has prepared a Preliminary Offering Memorandum dated April 4, 2007 and a Final Offering Memorandum dated the date hereof setting forth information concerning the Company, the Notes, the Registration Rights Agreement and the Common Stock, in form and substance reasonably satisfactory to the Initial Purchaser.  As used in this Agreement, the term “Preliminary Offering Memorandum” means the Preliminary Offering Memorandum dated April 4, 2007 and the term “Final Offering Memorandum” means the Final Offering Memorandum dated the date hereof, each as then amended or supplemented by the Company.  As used herein, each of the terms “Preliminary Offering Memorandum” and “Final Offering Memorandum” shall include in each case the documents filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and incorporated or deemed to be incorporated by reference therein.

The Company hereby confirms its agreements with the Initial Purchaser as follows: