General Mills (GIS)

(iii)          the Company, in its sole discretion and subject to the procedures of the Depositary, determine that any or all of the Securities will no longer be represented by Global Securities;

then the Company will issue, to participants that hold interests in those Global Securities through the Depositary, certificated Securities in exchange for the related Global Securities and such participants will then become the registered holders of those certificated Securities. Those Global Securities will be cancelled and be of no further force or effect.

(f) Any Security (or Security issued in exchange or substitution therefor) or shares of Common Stock issued upon conversion of a Security, as the case may be, as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Transfer Restricted Securities Legend have been satisfied may, upon surrender of such Security or such shares of Common Stock, as the case may be, for exchange to the Security Registrar in accordance with the provisions of this Section 2.07, be exchanged for a new Security or Securities or new shares of Common Stock, as the case may be, of like tenor and aggregate principal amount, which shall not bear the Transfer Restricted Securities Legend.  If the Transfer Restricted Security surrendered for exchange is represented by a Global Security bearing a Transfer Restricted Securities Legend, the principal amount of the Global Security so legended shall be reduced by the appropriate principal amount, and the principal amount of a Global Security without the Transfer Restricted Securities Legend shall be increased by an equal principal amount.  If a Global Security without the Transfer Restricted Securities Legend is not then outstanding, the Company shall execute and the Trustee upon receipt of a Company Request shall authenticate and deliver a Global Security without the Transfer Restricted Securities Legend to the Depositary.  The Security Registrar shall not be required to remove any Transfer Restricted Securities Legend from a Security unless directed to do so in an Officer’s Certificate.

(g)  The Trustee and the Security Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of a beneficial interest in any Security that is a Global Security (including any transfers between or among Depositary participants, indirect participants or Beneficial Owners in any such Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements of this Indenture.

(h)  Any Transfer Restricted Securities purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction which results in such Transfer Restricted Securities, no longer being “restricted securities” (as defined under Rule 144).