General Mills (GIS)

(b)  Notwithstanding Section 2.06(a), if a Holder is holding Securities in definitive form, the Company shall pay interest, other than interest payable at the Stated Maturity

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of principal by check mailed to such Holder.  If a Holder is holding at least $1,000,000 principal amount of Securities in definitive form, such Holder may receive such interest payments by wire transfer, provided that such Holder has notified the Trustee in writing at the Trustee’s Principal Corporate Trust Office, on or before the Record Date before the applicable Interest Payment Date, other than an Interest Payment Date at the Stated Maturity of principal that such Holder chooses to have interest on such Holder’s Securities payable on such Interest Payment Date and all subsequent Interest Payment Dates paid by wire transfer of immediately available funds to an account at a bank (that has facilities to receive wire transfers) in The City of New York, or in another city designated by such Holder and agreed to by the Company.  Such payment method will apply until such Holder provides the Trustee written notice to the contrary.  The Company shall not pay interest to a Holder by wire transfer if such Holder designates an account with a bank that has no facilities to receive wire transfers.  The Company shall pay the principal of and interest on any Security in definitive form that is due at the Stated Maturity of principal, the Redemption Date, Repurchase Date or Change in Control Repurchase Date in immediately available funds against presentation of such Security in definitive form at the Principal Corporate Trust Office of the Trustee in The City of New York or at any other office or agency of the Trustee in The City of New York that the Trustee may designate to such Holder in writing; provided that if any such payment is to be made by wire transfer, the Trustee must have received appropriate wire transfer instructions in writing from any Holder being so paid at least two Business Days prior to the relevant date.

SECTION 2.07.  Transfer and Exchange.  (a)  Notwithstanding any other provision of this Indenture or the Securities, until the expiration of the applicable holding period set forth in Rule 144(k) of the Securities Act (or any successor provision), neither the Securities nor any shares of Common Stock issued upon conversion of the Securities may be offered, sold, pledged or otherwise transferred in whole or in part except (i) to the Company or one of its Subsidiaries, (ii) to a Person whom the transferor reasonably believes is a qualified institutional buyer, as such term is defined in Rule 144A (a “QIB”), acquiring for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, (iii) pursuant to an exemption (other than Rule 144A) from registration under the Securities Act, including pursuant to Rule 144 thereunder (if available) or (iv) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions.  Whenever, prior to the expiration of such holding period, any Security or shares of Common Stock issued upon conversion of any Securities, as the case may be, is presented or surrendered for registration of transfer or exchange for a Security or shares of Common Stock issued upon conversion of any Securities, as the case may be, registered in a name other than that of the Holder thereof, such Security, or such shares of Common Stock, as the case may be, must be accompanied by a certificate in substantially the form set forth in Exhibit B, dated the date of such surrender and signed by the Holder of such Security, or such shares of Common Stock, as the case may be, as to compliance with such restrictions on transfer.  The Security Registrar shall not be required to accept for such registration of transfer or exchange any Security, or shares of Common Stock, as the case may be, not so accompanied by such properly completed certificates and, in the case of transfer or exchange pursuant to clause (iii) above, Opinion of Counsel, as applicable.