exv4w1



 








Exhibit 4.1




GENERAL MILLS, INC.




OFFICERS’ CERTIFICATE

AND

AUTHENTICATION ORDER




     Pursuant to the Indenture dated as of February 1, 1996 (the “Indenture”) between General
Mills, Inc. (the “Company”) and U.S. Bank National Association (formerly known as First Trust of
Illinois, National Association), as trustee (the “Trustee”), and resolutions adopted by the Board
of Directors of the Company on December 17, 2001 and the Finance Committee of the Board of
Directors of the Company on December 10, 2007, this Officers’ Certificate and Authentication Order
is being delivered to the Trustee to establish the terms of a series of Securities in accordance
with Section 301 of the Indenture, to establish the form of the Securities of such series in
accordance with Section 201 of the Indenture, to request the authentication and delivery of the
Securities of such series pursuant to Section 303 of the Indenture and to comply with the
provisions of Section 102 of the Indenture.



     Capitalized terms used but not defined herein and defined in the Indenture shall have the
respective meanings ascribed to them in the Indenture.



     A. Establishment of Series Pursuant to Section 301 of Indenture. There is hereby established
pursuant to Section 301 of the Indenture a series of Securities which shall have the following
terms (the numbered clauses set forth below correspond to the numbered subsections of Section 301
of the Indenture):




     (1) The series of Securities being authorized shall bear the title “5.200% Notes due
2015” (the “Notes”).




     (2) There shall be no limit upon the aggregate principal amount of the Notes which may
be authenticated and delivered under the Indenture; provided, however, that the aggregate
principal amount of Notes to be authenticated and delivered under the Indenture pursuant to
this Officers’ Certificate and Authentication Order shall be limited to the amount set forth
in Section C below (except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305,
306, 906 or 1107 of the Indenture and except for any Notes which, pursuant to Section 303 of
the Indenture, are deemed never to have been authenticated and delivered under the
Indenture).




     (3) Interest on each Note will be paid to the Person in whose name the Note is
registered at the close of business on the Regular Record Date (as defined in paragraph 5
below), except that interest due at Maturity will be paid to the Person to whom the
principal of the Note is paid.




     (4) The Notes will mature on March 17, 2015, unless the principal of any Note, or any
installment of principal, becomes due and payable prior to such date. If the date of
Maturity of a Note is not a Business Day, the payment due on such day shall be
made on the next succeeding Business Day and no additional interest shall accrue for
the period from Maturity to that next succeeding Business Day.



 









 






     (5) Each Note will bear interest from and including March 17, 2008 or from and
including the most recent Interest Payment Date (as defined below) as to which interest on
such Note (or any Predecessor Security with respect to such Note) has been paid or made
available for payment at an annual rate of 5.200% until the principal of the Note is paid or
made available for payment. Each payment of interest on a Note will include interest to,
but excluding, as the case may be, the relevant Interest Payment Date or Maturity.




     The “Interest Payment Dates” for the Notes will be March 17 and September 17 of each
year beginning on September 17, 2008 and the Regular Record Dates will be the March 3 or
September 3, respectively, next preceding such Interest Payment Date whether or not a
Business Day. If any Interest Payment Date is not a Business Day, the payment due on such
day shall be made on the next succeeding Business Day and no additional interest shall
accrue for the period from such Interest Payment Date to that next succeeding Business Day.




     Interest (including interest for partial periods) will be calculated on the basis of a
360-day year of twelve 30-day months.




     (6) Payment of principal of and premium (if any) and interest on each Note that is
represented by a Global Security will be made to the Depositary (as specified in paragraph
16 below) or its nominee, as the case may be, as the sole registered owner and the sole
Holder of the Notes represented thereby for all purposes under the Indenture.




     Payment of principal of and premium (if any) and interest on each Note that is not
represented by a Global Security will be made upon presentation and surrender of such Note
at the office or agency maintained by the Company for that purpose in the Borough of
Manhattan, The City of New York (which shall initially be the office of the Trustee).
Registered Holders that wish to receive payment in immediately available funds must provide
appropriate written wire transfer instructions sufficiently in advance of the payment date
and present the Note in time for the party making the payment to make payments in such funds
in accordance with its normal procedures. Any wire transfer instructions received by a
party making payments shall remain in effect until revoked by the registered Holder.
Payment in accordance with written wire transfer instructions from a registered Holder shall
be deemed to constitute full and complete payment of all amounts so paid. The Company may,
at its option, elect to make payments of interest other than at Maturity by check mailed to
the address of the registered Holder thereof as of the close of business on the relevant
Regular Record Date as such address appears in the Security Register.




     The “Place of Payment” with respect to the Notes shall be The City of New York.




     (7) The Company may redeem the Notes, in whole or in part, at its option at any time or
from time to time at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Notes being redeemed on the Redemption Date and (ii) as determined by the
Quotation Agent (as defined below), the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes being redeemed



 









 







on the Redemption Date (not
including any portion of such payments of interest accrued as of the Redemption Date)
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months or in the case of an incomplete month, the number of days elapsed)
at the Adjusted Treasury Rate (as defined below) plus 40 basis points, plus, in the case of
both (i) and (ii) above, accrued and unpaid interest on the Notes to but excluding the
Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are
due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be
payable on the Interest Payment Date to the Holders as of the close of business on the
relevant Regular Record Date. Notice of redemption will be given to the registered Holders
of the Notes to be redeemed not less than 30 nor more than 60 days prior to the Redemption
Date, which date and the applicable Redemption Price will be specified in the notice. Once
notice of redemption is mailed, the Notes or any portion of the Notes called for redemption
will become due and payable on the Redemption Date and at the applicable Redemption Price,
plus accrued and unpaid interest to, but excluding, the Redemption Date. On and after the
Redemption Date, interest will cease to accrue on the Notes or any portion of the Notes
called for redemption (unless the Company defaults in the payment of the Redemption Price
and accrued interest). On or before the Redemption Date, the Company will deposit with a
Paying Agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued
interest on the Notes or any portion of the Notes to be redeemed on that date. For purposes
of the foregoing: (a) “Adjusted Treasury Rate” means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue (as defined below), calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price (as defined below) for such Redemption Date; the Adjusted Treasury Rate shall be
calculated on the third Business Day preceding the Redemption Date; (b) “Comparable Treasury
Issue” means the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the Notes that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the Notes; (c)
“Comparable Treasury Price” means, with respect to any Redemption Date, the average of the
Reference Treasury Dealer Quotations (as defined below) for such Redemption Date; (d)
“Quotation Agent” means the Reference Treasury Dealer (as defined below) appointed by the
Trustee after consultation with the Company; (e) “Reference Treasury Dealer” means any
primary U.S. government securities dealer in the United States selected by the Trustee after
consultation with the Company; (f) “Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. in The City of
New York on the third Business Day preceding such Redemption Date.




     (8)
If a Change of Control Triggering Event (as defined in the form of Note attached
hereto as Exhibit A) shall have occurred, holders of the Notes may require the Company to
repurchase all or any part of the Notes in the manner provided and subject to the
limitations set forth in the form of Note attached hereto as Exhibit A.



 









 






     (9) The Notes shall be issuable in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.




     (15) The Notes shall be defeasible, in whole or any specified part, pursuant to Section
1302 or Section 1303 of the Indenture or both such Sections.




     (16) The Notes shall be issuable in whole or in part in the form of one or more Global
Securities registered in the name of the Depositary or its nominee. The Depositary with
respect to such Global Securities shall be The Depository Trust Company. The Global
Securities shall bear the legends set forth on the form of Note attached hereto as Exhibit
A. Such Global Security may not be exchanged in whole or in part for Securities registered,
and no transfer of such Global Security in whole or in part may be registered, in the name
or names of Persons other than the Depositary for such Global Security or a nominee thereof,
unless (a) the Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time the Depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, and, in either
case, the Company does not appoint a successor Depositary within 90 days after receiving
that notice or becoming aware that the Depositary is no longer so registered, (b) the
Company executes and delivers to the Trustee a Company Order that such Global Security shall
be so exchangeable or (z) an Event of Default with respect to such Global Security has
occurred and is continuing, and the Depositary requests the issuance of Securities
registered in the name or names of Persons other than the Depositary for such Global
Security or a nominee thereof. So long as the Depositary or its nominee is the registered
holder of any Global Security, the Depositary or its nominee, as the case may be, will be
considered the sole Holder of the Notes represented by such Global Security for all purposes
under the Notes and the Indenture.



     B. Establishment of Form of Securities Pursuant to Section 201 of the Indenture. In
accordance with Section 201 of the Indenture, the form attached hereto as Exhibit A is hereby
established as the form to represent the Notes.



     C. Order for the Authentication and Delivery of Securities Pursuant to Section 303 of the
Indenture. Pursuant to Section 303 of the Indenture, you are hereby requested, as Trustee under
the Indenture, to authenticate, in the manner provided by the Indenture, $750,000,000 aggregate
principal amount of the Notes registered in the name of Cede & Co., which Notes have been
heretofore duly executed by the proper officers of the Company and delivered to you as provided in
the Indenture, and to deliver said authenticated Notes to
Morgan Stanley & Co. Incorporated through the facilities of The Depository Trust Company
against payment therefor on March 17, 2008.



     D. Certification Pursuant to Section 102 of the Indenture. Each of the undersigned has read
the pertinent sections of the Indenture, including Sections 201, 301 and 303 thereof and the
definitions in the Indenture relating thereto, and certain other corporate documents and records.
In the opinion of each of the undersigned, the undersigned has made such examination or
investigation as is necessary to enable the undersigned to express an informed opinion as to
whether or not the conditions precedent to (i) the establishment of (a) a



 









 







series of Securities and
(b) the form of such Securities and (ii) the issuance, authentication and delivery of such series
of Securities contained in the Indenture have been complied with. In the opinion of the
undersigned, all conditions precedent to (x) the establishment of the Notes and the form of the
Notes and (y) the issuance, authentication and delivery of the Notes have been complied with.



     Insofar as this Officers’ Certificate and Authentication Order relates to legal matters, it is
based upon the Opinion of Counsel delivered by the Company to the Trustee contemporaneously
herewith.



[remainder of page left intentionally blank]




 









 








     IN WITNESS WHEREOF, the undersigned have hereunto signed our names on behalf of the Company.



Dated: March 17, 2008




	 	 	 	 	 
	 	GENERAL MILLS, INC.

 	 



	 	 	 	 	 
	 	 	 
	 	By  	/s/ Donal L. Mulligan
 	 
	 	 	Donal L. Mulligan 	 
	 	 	Its Executive Vice President,
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By  	/s/ Daralyn K. Peifer
 	 
	 	 	Daralyn K. Peifer 	 
	 	 	Its Vice President, Treasurer 	 
	 



CERTIFICATION





     I, Christopher A. Rauschl, an Assistant Secretary of the Company, do hereby certify that Donal
L. Mulligan is on the date hereof the duly elected or appointed Executive Vice President, Chief
Financial Officer of the Company and the signature set forth above is his own true signature, and
further certify that Daralyn K. Peifer is on the date hereof the duly elected or appointed Vice
President, Treasurer of the Company and the signature set forth above is her own true signature.



	 	 	 	 	 
	 	 	 
	 	  	/s/ Christopher A. Rauschl
 	 
	 	 	Christopher A. Rauschl 	 
	 	 	Assistant Secretary 	 



 









 






	 	 	 	 	 



Exhibit A




			
	 	 	 
	REGISTERED NO.                     
	 	PRINCIPAL AMOUNT:
	$                                        	 	 






GENERAL MILLS, INC.




5.200% NOTE DUE 2015




					
	 	 	 	 	 
	CUSIP NO. 370334 BF0
	 	ISIN No. US370334BF06
	 	Common Code No. 035383522






     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



     GENERAL MILLS, INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &CO., or registered
assigns, the principal sum of ___Dollars (U.S. $___) on March 17, 2015 (the “Maturity
Date”), and to pay interest thereon from and including March 17, 2008 or the most recent Interest
Payment Date (as defined below) as to which interest has been paid or made available for payment,
semiannually in arrears on March 17 and September 17 in each year (each an “Interest Payment
Date”), commencing on September 17, 2008, at the rate of 5.200% per annum until the principal
hereof has been paid or duly made available for payment. Interest (including interest for partial
periods) will be calculated on the basis of a 360-day year of twelve 30-day months. Each payment
of interest hereon will include interest to, but excluding, as the case may be, the relevant
Interest Payment Date or Maturity.



     The interest so payable, and punctually paid or made available for payment, on any Interest
Payment Date will, as provided for in the Indenture, be paid to the Person in whose name this Note
(or



 









 







one or more Predecessor Securities with respect hereto) is registered at the close of business on
the Regular Record Date for such Interest Payment Date, which shall be the March 3 or September 3
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date;
except that interest due at Maturity will be paid to the Person to whom the principal is paid. Any
such interest not so punctually paid or made available for payment will forthwith cease to be
payable to the Person in whose name this Note (or one or more Predecessor Securities with respect
hereto) is registered at the close of business on such Regular Record Date and may either be paid
to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in the Indenture.




	 	 	Payment of principal of and premium (if any) and interest on this Note will be made to The
Depository Trust Company or its nominee, as the case may be, as the sole registered owner and
the sole Holder of the Note represented hereby for all purposes under the Indenture.





     The “Place of Payment” with respect to this Note shall be The City of New York.



     All payments on this Note will be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts.



     Any payment on this Note due on a day that is not a Business Day will be made
on the next succeeding Business Day with the same force and effect as if made on the
due date and no additional interest shall accrue for the period from and after such
date.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall have the same effect as though fully set forth in this
place.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee for the Notes by manual signature, this Note shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.



 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
and has caused a facsimile of its corporate seal to be affixed hereto or imprinted
hereon.



Dated: March 17, 2008




	 	 	 	 	 	 	 	 	 	 	 
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities

of the series designated herein

referred to in the within-mentioned	 	 	 	GENERAL MILLS, INC.
	Indenture.

	 	 	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Daralyn K. Peifer
	 

	 	 	 	 	 	 	 	 	 	Its Vice President, Treasurer
	 
	 	 	 	 	 	 	 	 	 	 
	U. S. BANK NATIONAL ASSOCIATION, as Trustee	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Attest:	 	 
	 

	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	Christopher A. Rauschl
	 

	 	 	 	 	 	 	 	 
	 

	 	Authorized Officer
	 	 	 	 	 	Its Assistant Secretary
	 
	 	 	 	 	 	 	 	 
	OR
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	[SEAL]	 	 
	 	 	 	 	 	 	 
	as Authenticating Agent for the Trustee	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Authorized Officer	 	 	 	 	 	 






 









 






[REVERSE OF NOTE]




GENERAL MILLS, INC.




5.200% NOTE DUE 2015




     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more series under an Indenture, dated as of
February 1, 1996 (herein called the “Indenture”, which term shall have the meaning assigned to it
in such instrument), between the Company and U.S. Bank National Association (f.k.a. First Trust of
Illinois, National Association), as Trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), and reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered. By the
terms of the Indenture, additional Securities of other separate series, which may vary as to date,
amount, Stated Maturity, interest rate or method of calculating the interest rate and in other
respects as therein provided, may be issued in an unlimited principal amount. This Note is one of
a series of the Securities designated as 5.200% Notes due 2015 (the “Notes”).



     In case an Event of Default with respect to the Notes shall have occurred and be continuing,
the unpaid principal hereof may be declared, and upon such declaration shall become, due and
payable in the manner, with the effect and subject to the conditions provided in the Indenture.



     The Company may at its option redeem this Note in whole or from time to time in part at the
Make-Whole Price (as defined below). The Company may exercise such option by mailing or causing
the Trustee to mail a notice of such redemption at least 30 but not more than 60 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new Note or Notes for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof. If less than all of the Securities with like tenor and terms to this Security are to be
redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and
appropriate. The Company shall notify the Trustee of the Make-Whole Price with respect to any



 









 





     redemption promptly after the calculation thereof, and the Trustee shall not be responsible for
such calculation.



     “Make-Whole Price” means an amount equal to the greater of (i) 100% of the principal amount of
this Note to be redeemed and (ii) as determined by the Quotation Agent (as defined below), the sum
of the present values of the remaining scheduled payments of principal and interest thereon (not
including any portion of such payments of interest accrued as of the Redemption Date) discounted to
the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months or in the case of an incomplete month, the number of days elapsed) at the Adjusted Treasury
Rate (as defined below) plus 0.40%, plus, in the case of both (i) and (ii), accrued and unpaid
interest to the Redemption Date. Unless the Company defaults in payment of the Make-Whole Price,
on and after the Redemption Date, interest will cease to accrue on the principal amount of this
Note to be redeemed.



     “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (as defined
below), calculated using a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price (as defined below) for such Redemption
Date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the date
of redemption.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of this Note that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of this Note.



     “Comparable Treasury Price” means, with respect to any Redemption Date, the average of the
Reference Treasury Dealer Quotations (as defined below) for such Redemption Date.



     “Quotation Agent” means the Reference Treasury Dealer (as defined below) appointed by the
Trustee after consultation with the Company.



     “Reference Treasury Dealer” means any primary U.S. government securities dealer in the United
States selected by the Trustee after consultation with the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference



 









 




Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
in The City of New York on the third Business Day preceding such Redemption Date.




     If a Change of Control Triggering Event shall have occurred, the Holder of this Note may
require the Company to repurchase all or any part (equal to an integral multiple of $1,000) of this
Note at a purchase price equal to 101% of the principal amount of, plus accrued and unpaid
interest, if any, to the date of purchase on, the Note (or part thereof) to be purchased (unless
the Company shall have mailed or caused to be mailed a notice of redemption within 30 days after
such Change of Control Triggering Event stating that all of the Notes will be redeemed); provided
that the principal amount of this Note remaining outstanding after a repurchase in part shall be
$2,000 or an integral multiple of $1,000 in excess thereof. Within 30 days after any Change of
Control Triggering Event, the Company shall mail or cause the Trustee to mail a notice describing
the transaction or transactions constituting the Change of Control Triggering Event and offering to
repurchase the Notes. Such repurchase must occur no earlier than 30 days and no later than 60 days
after the date such notice is mailed.



     On the date specified for repurchase of the Notes, the Company shall, to the extent lawful:




	 	•	 	accept for payment all Notes or portions of Notes properly tendered pursuant to the
offer to repurchase the Notes;
	 
	 	•	 	deposit with the Paying Agent the required payment for all Notes or portions of Notes
properly tendered pursuant to the offer to repurchase the Notes; and
	 
	 	•	 	deliver to the Trustee the repurchased Notes, accompanied by an Officers’ Certificate
stating the aggregate principal amount of Notes repurchased pursuant to the offer to
repurchase the Notes.





     The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934 and any other securities laws and regulations applicable to the repurchase of the Notes.
To the extent that these securities laws and regulations conflict with the provisions of this Note
requiring repurchase of the Notes upon a Change of Control Triggering Event, the Company shall
comply with



 









 







these securities laws and regulations instead of the repurchase provisions of this
Note, and the Company will not be considered to have breached its obligation to repurchase the
Notes. Additionally, if an Event of Default unrelated to the repurchase provisions of this Note
exists under the Indenture, including Events of Default arising with respect to other issues of
Securities, the Company shall not be required to repurchase the Notes, notwithstanding the
repurchase provisions of this Note.



     The Company shall not be required to comply with obligations relating to repurchase of the
Notes upon a Change of Control Triggering Event if a third party satisfies such obligations.



     “Change of Control” means the occurrence of any of the following: (a) the consummation of any
transaction (including, without limitation, any merger or consolidation) resulting in any “person”
(as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) (other than
the Company or one of its subsidiaries) becoming the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of more than 50% of
the Company’s Voting Stock or other Voting Stock into which the Company’s Voting Stock is
reclassified, consolidated, exchanged or changed, measured by voting power rather than number of
shares; (b) the direct or indirect sale, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in a transaction or a series of related transactions, of all or
substantially all of the assets of the Company and its subsidiaries, taken as a whole, to one or
more Persons (other than the Company or one of its subsidiaries); or (c) the first day on which a
majority of the members of the Board of Directors of the Company are not Continuing Directors.
Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control if
(a) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and
(b)(y) immediately following such transaction, the direct or indirect holders of the Voting Stock
of the holding company are substantially the same as the Holders of the Company’s Voting Stock
immediately prior to such transaction or (z) immediately following such transaction no Person is the beneficial
owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company.



     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event.



 









 





     “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (a) was a member of the Board of Directors on March 17, 2008 or (b) was
nominated for election, elected or appointed to the Board of Directors with the approval of a
majority of the Continuing Directors who were members of the Board of Directors at the time of such
nomination, election or appointment (either by a specific vote or by approval of a proxy statement
of the Company in which such member was named as a nominee for election as a director, without
objection to such nomination).



     “Fitch” means Fitch Ratings.



     “Investment Grade Rating” means a rating equal to or higher than BBB– (or the equivalent) by
Fitch, Baa3 (or the equivalent) by Moody’s and BBB– (or the equivalent) by S&P, and the equivalent
investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by
the Company.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Rating Agencies” means (a) each of Fitch, Moody’s and S&P; and (b) if any of Fitch, Moody’s
or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for
reasons outside of the Company’s control, a “nationally recognized statistical rating
organization’’ (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Securities Exchange Act of
1934) selected by the Company as a replacement Rating Agency for a former Rating Agency.



     “Rating Event” means the rating on the Notes is lowered by each of the Rating Agencies and the
Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within
the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under
publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the
earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a
Change of Control or the Company’s intention to effect a Change of Control; provided that a Rating
Event will not be deemed to
have occurred in respect of a particular Change of Control (and thus will not be deemed a
Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating
Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee
in writing at the request of the Company that the reduction was the result, in whole or in part, of
any event or circumstance



 









 







comprised of or arising as a result of, or in respect of, the Change of
Control (whether or not the applicable Change of Control has occurred at the time of the Rating
Event).



     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.



     “Voting Stock” means, with respect to any specified person (as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934) as of any date, the capital stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.



     The Company may, without the consent of the Holders of the Notes, issue additional Securities
having the same ranking and the same interest rate, maturity and other terms as the Notes. Any
additional Securities having the same terms, together with these Notes, will constitute a single
series of Notes under the Indenture. No such additional Securities may be issued if an Event of
Default has occurred with respect to these Notes.



     The Indenture contains provisions for defeasance at any time of either the entire principal of
the Notes or of certain covenants and Events of Default with respect to the Notes, in either case
upon compliance by the Company with certain conditions set forth in the Indenture.



     This Global Security is exchangeable for definitive Notes only if (x) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for this Global Security or if
at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, and, in either case, the Company does not appoint a successor Depositary
within 90 days after receiving that notice or becoming aware that the Depositary is no longer so
registered, (y) the Company executes and delivers to the Trustee a Company Order that this Global
Security shall be so exchangeable or (z) an Event of Default with respect to the Notes represented
hereby has occurred and is continuing and the Depositary requests the issuance of definitive Notes.
In such case, this Global Security shall be
exchangeable into Notes issuable only in denominations of $2,000 and integral multiples of $1,000
in excess thereof. No Notes shall be issuable in denominations of less than $2,000. If this
Global Security is exchangeable pursuant to the preceding sentences, it shall be exchangeable for
definitive Notes, bearing interest at the same rate, having the same date of issuance, redemption



 









 







provisions, Stated Maturity and other terms in registered form and of differing denominations
aggregating a like amount.



     As provided in the Indenture and subject to the limitations herein and therein set forth, the
transfer of this Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place where the principal of
and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by the Holder hereof or the Holder’s attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate principal amount will
be issued to the designated transferee or transferees.



     The Notes are issuable only in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. No Notes will be issuable in denominations of less
than $2,000. As provided in the Indenture and subject to the limitations herein and therein set
forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor
in denominations of $2,000 and integral multiples of $1,000 in excess thereof, as requested by the
Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the places, at the respective times and at the rate
herein prescribed.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of the Securities of
each series at the



 









 







time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.



     As provided in and subject to the provisions of the Indenture, the Holder of this Note shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding
shall have made written request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of the Notes at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may deem and treat the Person in whose name this Note
is registered as the absolute owner of this Note at such holder’s address as it appears on the
Security Register (whether or not this Note shall be overdue) for the purpose of receiving payment
of or on account hereof and for all other purposes, and neither the Company nor the Trustee nor any
such agent shall be affected by any notice to the contrary. All payments made to or upon the order
of such registered
holder shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability
for moneys payable on this Note.



     No recourse under or upon any obligation, covenant or agreement contained in the Indenture
or in any indenture supplemental thereto or any Note, or because of any indebtedness
evidenced thereby,



 









 







shall be had against any incorporator, or against any past, present or
future stockholder, officer or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation, under any
rule of law, statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such personal liability of every such
incorporator, stockholder, officer and director, as such, being expressly waived and
released by acceptance hereof and as a condition of and as part of the consideration for the
issuance of this Note.



     Capitalized terms used herein which are not defined herein shall have the respective meanings
assigned thereto in the Indenture.



     The Indenture is, and this Note shall be, governed by and construed in
accordance with the laws of the State of New York.



 









 





 






ABBREVIATIONS




          The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:




	 	 	 	 	 
	TEN COM

	 	—as tenants in common
	 	UNIF TRAN MIN ACT—___CUSTODIAN___
	TEN ENT

	 	—as tenants by the entireties
	 	                    (Cust)                    (Minor)
	JT TEN

	 	—as joint tenants with right
	 	Under Uniform Transfers to Minors Act
	 

	 	     of survivorship and not as	 	 
	 

	 	     tenants in common	 	 
	 

	 	 	 	 
	 

	 	 	 	(State)






          Additional abbreviations may also be used though not in the above list.




          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




Please insert Social Security or

Other identifying Number of Assignee




/               /



 




PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE




 





 




the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute and appoint                                                              attorney to transfer said Note on the books of the
Company, with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 






NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within instrument in every particular, without alteration or enlargement or any change
whatever.