General Mills (GIS)

The Company shall compute its Ratio of Earnings to Fixed Charges in the same manner as computed in the Company’s Form 10-K Annual Report for the period ended May 27, 2007 and shall report such ratio to the Administrative Agent on a quarterly basis concurrently with the delivery of the financial statements referred to in subsections 6.01(a) and (b).

SECTION 3

Section 10.09.  

Section 10.09.

3.          Additional Interest.

(a)         If:

(i)       the Shelf Registration Statement is not filed with the Commission (and has not become automatically effective upon filing, if the Company is at such time a WKSI) prior to or on the Shelf Filing Deadline;

(ii)      the Company is not a WKSI on the Shelf Filing Deadline, and the Shelf Registration Statement has not been

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declared effective by the Commission prior to or on the Effectiveness Target Date;

(iii)     the Company has failed to perform its obligations set forth in Section 2(e) within the time period required therein;

(iv)    any post effective amendment to a Shelf Registration filed pursuant to Section 2(e)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date;

(v)     except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement becomes or is declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within ten (10) Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or

(vi)    (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 45 days (or 60 days, as applicable) within any 90-day period or an aggregate of 90 days in any 360-day period;

(each such event referred to in foregoing clauses (i) through (vi), a “Registration Default”), the Company hereby agrees to pay interest (“Additional Interest”) with respect to the Notes that are Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate:

(A)       in respect of the Notes that are Transfer Restricted Securities, to each Holder of such Notes, equal to 0.25% per annum of the aggregate principal amount of such Notes; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.25% of the aggregate principal amount of such Notes; and

(B)        in respect of the Notes that are Transfer Restricted Securities submitted for conversion into cash and Common Stock, if any, during the existence of a

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Registration Default with respect to the Common Stock, a Holder will not be entitled to receive any Additional Interest with respect to such Common Stock but will receive from the Company on the settlement date with respect to such conversion, accrued and unpaid Additional Interest to the Holders of such Notes calculated in accordance with paragraph (A) above to the Conversion Date (as defined in the Indenture) relating to such settlement date; and

(b)      A Holder of Common Stock, if any, issued upon Conversion of the Notes will not be entitled to any Additional Interest if the Registration Default with respect to such Common Stock occurs after such Holder has converted such Notes into Common Stock.

(c)       All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date.  Upon the cure of all Registration Defaults relating to any particular Notes, the accrual of Additional Interest with respect to such Note will cease.

All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full.

The Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for each Registration Default.

4.          Registration Procedures.

(a)         In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 4(b) hereof and shall use its reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities, and pursuant thereto, shall as expeditiously as possible prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Securities Act.

(b)         In connection with the Shelf Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities, the Company shall:

(i)       Subject to any notice by the Company in accordance with this Section 4(b) of the existence of any fact or event of the

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kind described in Section 4(b)(iii)(D), use its reasonable best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the Effectiveness Period, the Company shall use its reasonable best efforts to file. as promptly as is practicable, an appropriate amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), if such amendment does not become automatically effective upon filing with the Commission, use its reasonable best efforts to cause such amendment to be declared effective and the Shelf Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter.  Notwithstanding the foregoing, the Company may suspend the effectiveness of the Shelf Registration Statement by written notice to the Holders for a period not to exceed an aggregate of 45 days in any 90 day period (each such period, a “Suspension Period”) if:

(x) an event occurs and is continuing as a result of which the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein would, in the Company’s judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and

(y) the Company determines in good faith that the disclosure of such event at such time could be seriously detrimental to the Company or its subsidiaries;

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shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 10.08, any SPC may with notice to, but without (except as specified below) the prior written consent of, the Company and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Bank or to any financial institution (consented to by the Administrative Agent and, so long as no Event of Default has occurred, the Company, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans. Any SPC shall be a Transferee for purposes of Section 10.09 hereof, provided that in addition to disclosures permitted pursuant to Section 10.09, an SPC may disclose on a basis acknowledged by the recipient as confidential any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. An amendment to this subsection (e) without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Section 10.09.