General Mills (GIS)

principal amount at the interest rate borne by the Securities at the time such interest on the overdue principal amount accrues.

(b)  The Securities shall bear interest at an annual rate equal to 1-month LIBOR, reset on each LIBOR Rate Reset Date, minus 0.07%, and will initially bear interest at a rate of 5.25% (the “Initial Interest Rate”); provided that such rate shall never be less than 0% per annum.  Interest shall be payable quarterly in arrears on each January 11, April 11, July 11 and October 11 (each, an “Interest Payment Date”), commencing on July 11, 2007.  Interest shall accrue on a monthly basis based on the relevant 1-month LIBOR, but such interest shall be payable only on a quarterly basis on each Interest Payment Date (and the amount of interest payable on each Interest Payment Date will be the aggregate amount of interest accrued, if any, without compounding, for each of the three immediately preceding one-month periods from, and including, a LIBOR Rate Reset Date to, but excluding, the immediately succeeding LIBOR Rate Reset Date).  If any Interest Payment Date (other than an Interest Payment Date coinciding with a Redemption Date, Repurchase Date, Change in Control Repurchase Date or the Stated Maturity of the principal of the Securities) falls on a day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day (but no additional interest shall be payable on such Interest Payment Date as a result of such postponement); provided that, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be brought forward to the immediately preceding Business Day.  If the Redemption Date, Repurchase Date, Change in Control Repurchase Date or the Stated Maturity of principal of the Securities shall fall on a day that is not a Business Day, the required payment of interest, if any, and principal will be made on the next succeeding Business Day, and, except as set forth in Section 3.02, no interest on such payment will accrue for the period from and after the Redemption Date, Repurchase Date (subject to Section 3.02), Change in Control Repurchase Date or the Stated Maturity to such next succeeding Business Day.  Interest on the Securities will accrue from April 11, 2007 or, if interest has already been paid or duly provided for, from the date on which it was most recently paid or duly provided for.

(c)  (i)    Interest on the Securities will be computed using the actual number of days elapsed between the LIBOR Rate Reset Dates divided by 360.  All percentages resulting from any calculation on the Securities will be rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from that calculation on the Securities will be rounded to the nearest cent, with one-half cent being rounded upward.  The Company will pay principal, interest and Additional Interest, if any, on the Securities at the Principal Corporate Trust Office of the Trustee or, in the case of Global Securities, in accordance with the Applicable Procedures.

(ii)  If any LIBOR Rate Reset Date falls on a day that is not a Business Day, the LIBOR Rate Reset Date will be postponed to the next day that is a Business Day.  The interest rate in effect on any LIBOR Rate Reset Date will be the applicable rate as reset on that date, and the interest rate in effect on any other day will be the interest rate in effect on the next preceding LIBOR Rate Reset Date or, if there was no preceding LIBOR Rate Reset Date, the interest rate in effect on that day shall be the Initial Interest Rate.

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