General Mills (GIS)

        3.2     Losses.

        After giving effect to the special allocations set forth in Sections 3.3 and 3.4, Losses for any Allocation Year shall be allocated in the following order and priority:

        (a)       First, to the Members in proportion to, and to extent of, an amount equal to the excess, if any, of (i) the cumulative Profits allocated to each such Member pursuant to Section 3.1(i) for all prior Allocation Years during the then current Measurement Period, over (ii) the cumulative Losses allocated to such Member pursuant to this Section 3.2(a) for all prior Allocation Years during the then current Measurement Period;

        (b)    Second, to the Members in proportion to, and to the extent of, an amount equal to the excess, if any, of (i) the cumulative Profits allocated to each such Member pursuant to Section 3.1(h) for all prior Allocation Years during the then current Measurement Period, over (ii) the cumulative Losses allocated to such Member pursuant to this Section 3.2(b) for all prior Allocation Years during the then current Measurement Period;

        (c)    Third, to the Managing Member in an amount equal to the excess, if any, of (i) the cumulative Profits allocated to the Managing Member pursuant to Section 3.1(g) for all prior Allocation Years during the then current Measurement Period, over (ii) the cumulative Losses allocated to the Managing Member pursuant to this Section 3.2(c) for all prior Allocation Years during the then current Measurement Period;

        (d)    Fourth, 98% to the Managing Member, 1% to the Class A Limited Members in proportion to their Preferred Return Capital, and 1% to the Class B Limited Members in proportion to their Preferred Return Capital until the Adjusted Capital Account of the Managing Member is equal to zero;

        (e)    Fifth, 99% to the Class B Limited Members in proportion to their Preferred Return Capital and 1% to the Class A Limited Members in proportion to their Preferred Return Capital until the Adjusted Capital Account of each Class B Limited Member is equal to zero;

        (f)    Sixth, 100% to the Class A Limited Members in proportion to their Preferred Return Capital until the Adjusted Capital Account of each Class A Limited Member is equal to zero; and

        (g)    Seventh, 100% to the Managing Member.