General Mills (GIS)

         1.1 Formation; Amendment of Original Limited Liability Company Agreement.

        General Mills Operations, Inc., a Delaware corporation (“GMOI”), TPC, and Cereals Holdings (collectively, the “Original Members”) formed General Mills Cereals, LLC (the “Company”) as a limited liability company under and pursuant to the provisions of the Act and upon the terms and conditions set forth in the Limited Liability Company Agreement of the Company, dated as of April 2, 2002 (the “Original LLC Agreement”). The fact that the Certificate of Formation is on file in the office of the Secretary of State of the State of Delaware shall constitute notice that the Company is a limited liability company. Pursuant to Section 18-201(d) of the Act, the Original LLC Agreement was effective as of the date of the filing of the Certificate of Formation. Simultaneously with the execution of the Original LLC Agreement and the formation of the Company, each of the Original Members was admitted as a member of the Company, and GMOI was admitted as the manager (within the meaning of the Act) of the Company.

        The Original LLC Agreement was amended and restated in its entirety in connection with the sale by TPC to RBDB of a portion of TPC’s Class A Limited Membership Interests, pursuant to the Amended and Restated Limited Liability Company Agreement of General Mills Cereals, LLC, dated as of May 24, 2002 (the “Amended and Restated LLC Agreement”). In addition, GMOI Transferred to GMCO, 100% of the Managing Membership Interest of the Company and GMCO became the manager (within the meaning of the Act) of the Company, as evidenced by that certain Transferor Certificate dated May 24, 2002 by GMOI and that certain Transferee Certificate dated May 24, 2002 by GMCO. Pursuant to the Signature Page Addendum to the Amended and Restated Limited Liability Company Agreement of General Mills Cereals, LLC dated as of May 24, 2002, GMCO became a party to the Amended and Restated LLC Agreement.

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        Pursuant to the First Amendment to the Amended and Restated Limited Liability Company Agreement of General Mills Cereals, LLC dated as of July 24, 2002 (the “First Amendment”), the Amended and Restated LLC Agreement was amended to make technical corrections to certain definitions contained therein. Pursuant to the Second Amendment to the Amended and Restated Limited Liability Company Agreement of General Mills Cereals, LLC entered into as of November 28, 2003 (the “Second Amendment”), the Amended and Restated LLC Agreement was further amended to amend and restate Section 13.1(a)(i).

        The Amended and Restated LLC Agreement was amended and restated in its entirety pursuant to the Second Amended and Restated Limited Liability Company Agreement of General Mills Cereals, LLC, dated as of October 6, 2004 (the “Second Amended and Restated LLC Agreement”) to (i) make further changes to the Amended and Restated LLC Agreement, (ii) convert a portion of the Class A Limited Membership Interests held by TPC into Series B-1 Limited Membership Interests, and (iii) convert the Class B Limited Membership Interests held by Cereals Holdings into Series B-1 Limited Membership Interests and Series B-2 Limited Membership Interests.

        As evidenced by (i) that certain Transferor Certificate dated October 7, 2004 by Cereals Holdings and that certain Transferee Certificate dated October 7, 2004 by GM Class B, (ii) that certain Transferor Certificate dated October 7, 2004 by TPC and that certain Transferee Certificate dated October 7, 2004 by GM Class B, and (iii) Signature Page Addendum to the Second Amended and Restated LLC Agreement, dated as of October 7, 2004, executed by GM Class B, Cereals Holdings and TPC Transferred all of the Series B-1 Limited Membership Interests of the Company to GM Class B and GM Class B was admitted to the Company as a Series B-1 Limited Member and became a party to the Second Amended and Restated LLC Agreement. In order to facilitate the sale by GM Class B of all of the Series B-1 Limited Membership Interests held by GM Class B, the Second Amended and Restated LLC Agreement was amended and restated in its entirety pursuant to the Third Amended and Restated Limited Liability Company Agreement of General Mills Cereals, LLC, dated as of October 8, 2004 (the “Third Amended and Restated LLC Agreement”).

        As evidenced by (i) that certain Purchase Agreement dated October 8, 2004 by GMI, the Company, GM Class B and LBSFI, as amended by that certain Amendment No. 1 to the Purchase Agreement dated October 8, 2004 by GMI, the Company, GM Class B and LBSFI, (ii) that certain Transferor Certificate dated October 8, 2004 by GM Class B and that certain Transferee Certificate dated October 8, 2004 by LBSFI, and (iii) Signature Page Addendum to the Third Amended and Restated LLC Agreement, dated as of October 8, 2004, executed by LBSFI, GM Class B Transferred all of the Series B-1 Limited Membership Interests of the Company to LBSFI and LBSFI was admitted to the Company as a Series B-1 Limited Member and became a party to the Third Amended and Restated LLC Agreement.

        As evidenced by (i) that certain Deposit Trust Agreement dated October 7, 2004 by LBSFI, The Bank of New York (Delaware), and The Bank of New York, as amended by that certain Amendment to the Deposit Trust Agreement, dated as of October 8, 2004, (ii) that certain Transferee Certificate dated October 8, 2004 by Capital Trust, and (iii) Signature Page Addendum to the Third Amended and Restated LLC Agreement, dated as of October 8, 2004, executed by Capital Trust, LBSFI Transferred all of the Series B-1 Limited Membership Interests

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of the Company to Capital Trust and Capital Trust was admitted to the Company as a Series B-1 Limited Member and became a party to the Third Amended and Restated LLC Agreement.

        As evidenced by that certain Rate Reset Agreement dated May 29, 2007 by the Company, GMCO, RBDB and TPC, the Class A Limited Members agreed upon the Class A Preferred Return Rate for the June 28, 2007 initial Class A Reset Date as required by Section 7.1(b) of the Third Amended and Restated LLC Agreement and made certain related amendments to the Third Amended and Restated LLC Agreement.

        As evidenced by (i) that certain Securities Purchase Agreement dated June 28, 2007 by GMI, TPC, Cereals Holdings, GMOI, GMCO, the Company, IP Holdings I, IP Holdings II, Cereals Properties and RBDB and (ii) that certain Transferor Certificate dated June 28, 2007 by TPC and that certain Transferee Certificate dated June 28, 2007 by RBDB, TPC Transferred all of its Class A Limited Membership Interests to RBDB and RBDB was admitted to the Company in respect of such Class A Limited Membership Interests.

        In order to incorporate the provisions of the Rate Reset Agreement and make certain agreed upon changes to the terms of the Series B-1 Limited Membership Interests, and to make certain other changes to the Third Amended and Restated LLC Agreement, the Members have agreed to amend and restate the Third Amended and Restated LLC Agreement as set forth in this Agreement. From the date hereof, the rights and liabilities of the Members and Managing Member shall be as provided under the Act, the Certificate of Formation, and this Agreement.

        1.1     Formation; Amendment of Original Limited Liability Company Agreement.

        General Mills Operations, Inc., a Delaware corporation (“GMOI”), TPC, and Cereals Holdings (collectively, the “Original Members”) formed General Mills Cereals, LLC (the “Company”) as a limited liability company under and pursuant to the provisions of the Act and upon the terms and conditions set forth in the Limited Liability Company Agreement of the Company, dated as of April 2, 2002 (the “Original LLC Agreement”). The fact that the Certificate of Formation is on file in the office of the Secretary of State of the State of Delaware shall constitute notice that the Company is a limited liability company. Pursuant to Section 18-201(d) of the Act, the Original LLC Agreement was effective as of the date of the filing of the Certificate of Formation. Simultaneously with the execution of the Original LLC Agreement and the formation of the Company, each of the Original Members was admitted as a member of the Company, and GMOI was admitted as the manager (within the meaning of the Act) of the Company.

        The Original LLC Agreement was amended and restated in its entirety in connection with the sale by TPC to RBDB of a portion of TPC’s Class A Limited Membership Interests, pursuant to the Amended and Restated Limited Liability Company Agreement of General Mills Cereals, LLC, dated as of May 24, 2002 (the “Amended and Restated LLC Agreement”). In addition, GMOI Transferred to GMCO, 100% of the Managing Membership Interest of the Company and GMCO became the manager (within the meaning of the Act) of the Company, as evidenced by that certain Transferor Certificate dated May 24, 2002 by GMOI and that certain Transferee Certificate dated May 24, 2002 by GMCO. Pursuant to the Signature Page Addendum to the