General Mills (GIS)

TRANSFER CERTIFICATE

In connection with any transfer of any of the Securities or shares of Common Stock issued upon conversion of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision), the undersigned registered owner of such Security or shares of Common Stock, as the case may be, hereby certifies with respect to $           principal amount of the above-captioned Securities or               shares of Common Stock, as the case may be, presented or surrendered on the date hereof (the “Surrendered Securities”) for registration of transfer, or for exchange where the securities deliverable upon such exchange are to be registered in a name other than that of the undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below:

o            The transfer of the Surrendered Securities complies with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”); or

o            The transfer of the Surrendered Securities is pursuant to an exemption (other than Rule 144A) from the registration requirement of the Securities Act, including pursuant to Rule 144 thereunder (if available); or

o            The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act; or

o            The transfer of the Surrendered Securities is made to the Company or any of its subsidiaries.

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