General Mills (GIS)

(g)  The Company may not redeem the Securities in accordance with this Section 3.01 on any date if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

(h)  Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall, without charge, authenticate and deliver to the Holder a new Security in an authorized denomination equal in principal amount to the unredeemed portion of the Security surrendered.

SECTION 3.02.  Repurchase at the Option of the Holder on Specified Dates.  (a)    At the option of the Holder, the Company shall repurchase on April 11, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”) all or a portion of the Securities held by such Holder for cash at a price equal to 100% of the principal amount of Securities to be repurchased, plus accrued and unpaid interest, up to and including the calendar day immediately preceding the date on which payment of the Repurchase Price is made; provided that the Company shall pay the portion of such interest payable with respect to the interest period ending on the Repurchase Date to the Holder of record on the Record Date corresponding to such Repurchase Date, and the Company shall pay to the Holder submitting the Security for repurchase a price in cash (the “Repurchase Price”) equal to 100% of the principal amount of the Securities to be repurchased, plus accrued and unpaid interest from and including the relevant Repurchase Date to and including the calendar day immediately preceding the date on which payment of the Repurchase Price is made.