General Mills (GIS)

         1.9 Independent Activities; Transactions with Affiliates.

        (a)  The Managing Member (and any Director) shall be required to devote such time to the affairs of the Company as may be necessary properly to manage and operate the Company, but otherwise shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion.

        (b)  Subject to clause (c) of this Section 1.9, insofar as permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member or its Affiliates from engaging in whatever activities they choose; provided that any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or require any Member to permit the Company or any other Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation.

        (c)        Notwithstanding clause (b) of this Section 1.9, the Managing Member shall not, and shall procure that no GMI Entity shall, carry on or be engaged or interested economically or otherwise in any manner whatsoever (whether alone or jointly with another and whether directly or indirectly) in any business which competes with the Cereals Business or the Pet Business.

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        (d)        To the extent permitted by applicable law, but subject to the provisions of this Agreement and the Transaction Documents, in furtherance of the purposes of the Company set forth in Section 1.3, the Managing Member is hereby authorized to cause the Company to purchase, lease, and license Property (whether real, personal, or mixed) from, sell, lease, and license Property to, or otherwise deal with in ways contemplated by the Transaction Documents, any Member, acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale, lease, license, or other transaction shall be made on terms and conditions that are no less favorable to the Company than if the purchase, sale, lease, license, or other transaction had been made with an independent third party.

        (e)        Notwithstanding any provision in this Agreement, including Section 1.9(d) and Section 5, the Managing Member or any officer of the Company, on behalf of the Company, is hereby authorized to cause the Company to execute and deliver, and perform its obligations under, the Transaction Documents to which the Company is a party, all without any further action, consent, or approval of any Person.

        1.9     Independent Activities; Transactions with Affiliates.

        (a)     The Managing Member (and any Director) shall be required to devote such time to the affairs of the Company as may be necessary properly to manage and operate the Company, but otherwise shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion.

        (b)     Subject to clause (c) of this Section 1.9, insofar as permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member or its Affiliates from engaging in whatever activities they choose; provided that any such activities may