General Mills (GIS)

(d)  The Trustee shall determine 1-month LIBOR on each LIBOR Determination Date.

(e)  The Holders of the Securities shall be entitled to the benefits of the Registration Rights Agreement, including the right to receive Registration Rights Additional Interest in the event of Registration Defaults (as defined in the Registration Rights Agreement) under Section 3(a) thereof, such Registration Rights Additional Interest to be payable at the same times and to the same Persons as regular interest is payable with respect to the Securities, it being understood that any reference in this Indenture to “interest” shall be deemed to include “Registration Rights Additional Interest” if then owing in accordance with the terms of the Registration Rights Agreement.  If at any time Registration Rights Additional Interest becomes payable by the Company pursuant to the Registration Rights Agreement, the Company shall promptly deliver to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Registration Rights Additional Interest that is payable, (ii) the date from which such Registration Rights Additional Interest shall accrue and (iii) the date on which such Registration Rights Additional Interest is payable pursuant to the terms of the Registration Rights Agreement.  Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Registration Rights Additional Interest is payable.

(f)  The Holders of the Securities shall be entitled to the benefits of Section 7.01(b), relating to the right to receive Default Additional Interest pursuant to the terms of such Section, and such Default Additional Interest shall be payable at the same times and to the same Persons as regular interest is payable with respect to the Securities, it being understood that any reference in this Indenture to “interest” shall be deemed to include “Default Additional Interest” if then owing in accordance with the terms set forth in Section 7.01(b).  If at any time Default Additional Interest becomes payable by the Company pursuant to the terms set forth in Section 7.01(b), the Company shall promptly deliver to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Default Additional Interest that is payable, (ii) the date from which such Default Additional Interest shall accrue and (iii) the date on which such Default Additional Interest is payable pursuant to terms set forth in Section 7.01(b).  Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Default Additional Interest is payable.

SECTION 2.06.  Method of Payment.  (a)    The Company will pay interest on the Securities to the Person who is the registered Holder of a Security at the close of business on March 25, June 25, September 25 and December 25, whether or not a Business Day (each, a “Record Date”), as the case may be, immediately preceding the related Interest Payment Date; provided that subject to the terms and conditions of this Indenture (including Article III hereof), the Company will make all payments and deliveries in respect of the Redemption Price, Repurchase Price, Change in Control Repurchase Price and the principal amount at Stated Maturity (including the interest payable on the date such amounts are due), as the case may be, to the Holder who surrenders a Security to the Paying Agent (as defined below) or, in the case of Global Securities, in accordance with the Applicable Procedures.  The Company will pay cash amounts in Dollars.