Exhibit 10.4 to General Mills, Inc. Form 10-Q for quarter ended November 25, 2007


Exhibit 10.4


AMENDMENT TO CREDIT AGREEMENTS


          AMENDMENT
dated as of October 31, 2007 to (i) the Five-Year Credit Agreement dated as of
October 21, 2005, as amended, among General Mills, Inc., as borrower, the
several financial institutions from time to time party thereto, and JPMorgan
Chase Bank, N.A., as administrative agent, and (ii) the Five-Year Credit
Agreement dated as of October 9, 2007 among General Mills, Inc., as borrower,
the several financial institutions from time to time party thereto, and
JPMorgan Chase Bank, N.A., as administrative agent (the Five-Year Credit
Agreements referred to in (i) and (ii) above, collectively, the “Agreements”).


          The
parties hereto agree as follows:


          SECTION
1. Definitions;
References. Unless otherwise specifically defined herein, each
capitalized term used herein which is defined in the Agreements shall have the
meaning assigned to such term in the Agreements. Each reference to “hereof”,
“hereunder”, “herein” and “hereby” and each other similar reference and each
reference to “this Agreement” and each other similar reference contained in any
Agreement shall from and after the date hereof refer to such Agreement as
amended hereby. 


          SECTION
2.
Amendments. Section 6.03(a) of each Agreement is amended to read in
its entirety as follows:


          (a)
of the occurrence of any Default or Event of Default; 


          SECTION
3.
Representations and Warranties. The Company hereby represents and
warrants that as of the date hereof and after giving effect hereto:


          (a)
no Default has occurred and is continuing; and


          (b)
each representation and warranty of the Company set forth in each Agreement
after giving effect to this Amendment is true and correct as though made on and
as of such date.


          SECTION
4.
Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.






          Section
5.
Counterparts; Effectiveness. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as to each Agreement as of the date
hereof when such Administrative Agent shall have received duly executed
counterparts hereof signed by the Company and the Majority Banks under such
Agreement.


	
 

	
 

	
 


	
 

	
GENERAL
  MILLS, INC.


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ Daralyn
  B. Peifer


	
 

	
 

	 


	
 

	
 

	
Name:
  Daralyn B. Peifer


	
 

	
 

	
Title: Vice
  President, Treasurer











	
 

	
 

	
 


	
 

	
JPMORGAN
  CHASE BANK, N.A.,


	
 

	
as
  Administrative Agent and as a Bank


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Tony
  Yung


	
 

	
 

	 


	
 

	
 

	
Name: Tony
  Yung


	
 

	
 

	
Title: Vice
  President


	
 

	
 


	
 

	
 


	
 

	
ABN AMRO
  BANK N.V.


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Michele
  Costello


	
 

	
 

	 


	
 

	
 

	
Name:
  Michele Costello


	
 

	
 

	
Title:
  Director


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Brendan
  Korb


	
 

	
 

	 


	
 

	
 

	
Name:
  Brendan Korb


	
 

	
 

	
Title:
  Director


	
 

	
 

	
 


	
 

	
 


	
 

	
Bank of
  America, N.A.


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ David L.
  Catherall


	
 

	
 

	 


	
 

	
 

	
Name: David
  L. Catherall


	
 

	
 

	
Title:
  Senior Vice President


	
 

	
 

	
 


	
 

	
 


	
 

	
THE BANK OF
  NEW YORK


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ John T.
  Smathers


	
 

	
 

	 


	
 

	
 

	
Name: John
  T. Smathers


	
 

	
 

	
Title: Vice
  President











	
 

	
 

	
 


	
 

	
The Bank of
  Tokyo-Mitsubishi UFJ, Ltd.


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ Victor
  Pierzchalski


	
 

	
 

	 


	
 

	
 

	
Name: Victor
  Pierzchalski


	
 

	
 

	
Title: Vice
  President & Manager


	
 

	
 

	
 


	
 

	
 


	
 

	
BARCLAYS
  BANK PLC


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ David
  Barton


	
 

	
 

	 


	
 

	
 

	
Name: David
  Barton


	
 

	
 

	
Title:
  Associate Director


	
 

	
 

	
 


	
 

	
 


	
 

	
BNP Paribas


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ Andrew
  Strait


	
 

	
 

	 


	
 

	
 

	
Name: Andrew
  Strait


	
 

	
 

	
Title:
  Managing Director


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Michael
  Pearce


	
 

	
 

	 


	
 

	
 

	
Name:
  Michael Pearce


	
 

	
 

	
Title:
  Director


	
 

	
 

	
 


	
 

	
 


	
 

	
CALYON NEW
  YORK BRANCH


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ Greg
  Hennenfent


	
 

	
 

	 


	
 

	
 

	
Name: Greg
  Hennenfent


	
 

	
 

	
Title:
  Director











	
 

	
 

	
 


	
 

	
By: 

	
/s/ Blake
  Wright


	
 

	
 

	 


	
 

	
 

	
Name: Blake
  Wright


	
 

	
 

	
Title:
  Managing Director


	
 

	
 

	
 


	
 

	
 


	
 

	
CITIBANK,
  N.A.


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ Richard
  M. Levin


	
 

	
 

	 


	
 

	
 

	
Name:
  Richard M. Levin


	
 

	
 

	
Title: Vice
  President


	
 

	
 

	
 


	
 

	
 


	
 

	
COÖPERATIEVE
  CENTRALE


	
 

	
RAIFFEISEN-BOERENLEENBANK
  B.A.,


	
 

	
“ROBOBANK
  INTERNATIONAL” NEW


	
 

	
YORK BRANCH


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Peter
  Glawe


	
 

	
 

	 


	
 

	
 

	
Name: Peter
  Glawe


	
 

	
 

	
Title: Vice
  President


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Rebecca
  Morrow


	
 

	
 

	 


	
 

	
 

	
Name:
  Rebecca Morrow


	
 

	
 

	
Title:
  Executive Director


	
 

	
 

	
 


	
 

	
 


	
 

	
CREDIT
  SUISSE, Cayman Islands Branch


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ Karl
  Studer


	
 

	
 

	 


	
 

	
 

	
Name: Karl
  Studer


	
 

	
 

	
Title:
  Director


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Alain
  Schmid


	
 

	
 

	 


	
 

	
 

	
Name: Alain
  Schmid


	
 

	
 

	
Title:
  Assistant Vice President











	
 

	
 

	
 


	
 

	
DEUTCHE BANK
  AG New York Branch


	
 

	
As
  Documentation Agent and as a Bank


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By: 

	
/s/
  Frederick W. Laird


	
 

	
 

	 


	
 

	
 

	
Name:
  Frederick W. Laird


	
 

	
 

	
Title:
  Managing Director


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Heidi
  Sandquist


	
 

	
 

	 


	
 

	
 

	
Name: Heidi
  Sandquist


	
 

	
 

	
Title: Vice
  President


	
 

	
 

	
 


	
 

	
 


	
 

	
LEHMAN
  BROTHERS COMMERCIAL BANK


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ Brian
  McNany


	
 

	
 

	 


	
 

	
 

	
Name: Brian
  McNany


	
 

	
 

	
Title:
  Authorized Signatory


	
 

	
 

	
 


	
 

	
 


	
 

	
LEHMAN
  COMMERCIAL PAPER INC.


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ Ahuva
  Schwager


	
 

	
 

	 


	
 

	
 

	
Name: Ahuva
  Schwager


	
 

	
 

	
Title:
  Authorized Signatory


	
 

	
 

	
 


	
 

	
 


	
 

	
MELLON BANK,
  N.A.


	
 

	
 


	
 

	
 


	
 

	
By:

	
/s/ John T.
  Smathers


	
 

	
 

	 


	
 

	
 

	
Name: John
  T. Smathers


	
 

	
 

	
Title: First
  Vice President











	
 

	
 

	
 


	
 

	
Merrill
  Lynch Bank USA


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ David
  Millett


	
 

	
 

	 


	
 

	
 

	
Name: David
  Millett


	
 

	
 

	
Title: Vice
  President


	
 

	
 

	
 


	
 

	
 


	
 

	
MIZUHO
  CORPORATE BANK, LTD.


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/
  Hidekatsu Take


	
 

	
 

	 


	
 

	
 

	
Name:
  Hidekatsu Take


	
 

	
 

	
Title:
  Deputy General Manager


	
 

	
 

	
 


	
 

	
 


	
 

	
MORGAN
  STANLEY BANK


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ Daniel
  Twenge


	
 

	
 

	 


	
 

	
 

	
Name: Daniel
  Twenge


	
 

	
 

	
Title:
  Authorized Signatory


	
 

	
 

	
 


	
 

	
 


	
 

	
SUMITOMO
  MITSUI BANKING


	
 

	
CORPORATION


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/
  Yoshihiro Hyakutome


	
 

	
 

	 


	
 

	
 

	
Name:
  Yoshihiro Hyakutome


	
 

	
 

	
Title:
  General Manager


	
 

	
 

	
 


	
 

	
 


	
 

	
SunTrust
  Bank


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ Hugh E.
  Brown


	
 

	
 

	 


	
 

	
 

	
Name: Hugh
  E. Brown


	
 

	
 

	
Title:
  Director











	
 

	
 

	
 


	
 

	
WELLS FARGO
  BANK, NATIONAL


	
 

	
ASSOCIATION


	
 

	
 


	
 

	
 


	
 

	
By:

	
/s/
  Allison S. Gelfman


	
 

	
 

	 


	
 

	
 

	
Name:
  Allison S. Gelfman


	
 

	
 

	
Title: Vice
  President and Senior Banker


	
 

	
 

	
 


	
 

	
 


	
 

	
U.S. Bank
  National Association


	
 

	
 


	
 

	
 


	
 

	
By: 

	
/s/ Karen
  Weathers


	
 

	
 

	 


	
 

	
 

	
Name: Karen
  Weathers


	
 

	
 

	
Title: Vice
  President