General Mills (GIS)

(j)  No Securities may be repurchased by the Company on a Repurchase Date pursuant to this Section 3.02 if the principal amount of the Securities has been accelerated, and

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such acceleration has not been rescinded, on or prior to the Repurchase Date.  The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an acceleration of the principal amount of the Securities (other than an acceleration resulting from a default in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

SECTION 3.03.  Repurchase at Option of the Holder Upon a Change in Control.  (a)    If at any time that Securities remain Outstanding there shall have occurred a Change in Control, Securities shall be repurchased by the Company, at the option of the Holder thereof, at a price in cash (the “Change in Control Repurchase Price”) equal to 100% of the principal amount of Securities to be repurchased plus accrued but unpaid interest thereon, up to but not including the date (the “Change in Control Repurchase Date”) fixed by the Company that is not less than 30 days nor more than 60 days after the date the Company Change in Control Repurchase Notice (as defined below) is given and on which the Securities are to be repurchased pursuant to this Section 3.03, subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.03(e); provided that if the relevant Change in Control Repurchase Date is after the close of business on a Record Date and on or prior to the Interest Payment Date to which that Record Date relates, the full amount of accrued and unpaid interest shall be paid to the Holder of record on the relevant Record Date, and the “Change in Control Repurchase Price” shall be equal to 100% of the principal amount of Securities to be repurchased.

(b)  In connection with any repurchase of Securities pursuant to this Section 3.03, the Company shall give written notice of the occurrence of a Change in Control, the repurchase right arising as a result thereof and the Change in Control Repurchase Date to the Holders and the Trustee (the “Company Change in Control Repurchase Notice”).  The Company Change in Control Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not more than 20 Business Days after the occurrence of a Change in Control (or, in the case of a Change in Control described in clause (iii) of the definition thereof, if later, the date that the Company has notice of such Change in Control).  Each Company Change in Control Repurchase Notice shall include a form of Change in Control Repurchase Notice to be completed by a Holder and shall state:

(i)  the Change in Control Repurchase Date;

(ii)  the Change in Control Repurchase Price, the Conversion Rate, whether the Change in Control is in connection with a corporate transaction referred to in Section 5.01(b)(i) of this Indenture and the number of Additional Shares, if any, to be received pursuant to Section 5.01(b)(i) of this Indenture;

(iii)  the name and address of the Paying Agent and the Conversion Agent;

(iv)  that the Company must receive the Holder’s Change in Control Repurchase Notice before the close of business on the Change in Control Repurchase Date;

(v)  that the Securities must be surrendered to the Paying Agent to collect payment of the Change in Control Repurchase Price;

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(vi)  that the Change in Control Repurchase Price for any Securities as to which a Change in Control Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Business Day immediately following the Change in Control Repurchase Date and the time of surrender of such Securities as described in clause (v) above;

(vii)  the procedures the Holder must follow under this Section 3.03;

(viii)  that Securities as to which a Change in Control Repurchase Notice has been given may be converted only if such Change in Control Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;

(ix)  that, unless the Company defaults in making payment of such Change in Control Repurchase Price on Securities covered by any Change in Control Repurchase Notice will cease to accrue on and after the Change in Control Repurchase Date;

(x)  the CUSIP number of the Securities; and

(xi)  the procedures for withdrawing a Change in Control Repurchase Notice (as specified in Section 3.04).

(c)  At the Company’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Company Change in Control Repurchase Notice is to be given to the Holders in accordance with this Section 3.03 and at the Company’s expense, the Trustee shall give the Company Change in Control Repurchase Notice in the Company’s name; provided that, in all cases, the text of the Company Change in Control Repurchase Notice shall be prepared by the Company.