Exhibit
4.2


MORGAN
STANLEY & CO. INCORPORATED


$1,150,000,000 AGGREGATE
PRINCIPAL AMOUNT


GENERAL MILLS, INC.


FLOATING RATE CONVERTIBLE
SENIOR NOTES


DUE 2037


Registration Rights
Agreement


dated
April 11, 2007
















REGISTRATION
RIGHTS AGREEMENT, dated as of April 11, 2007, between General Mills, Inc., a
Delaware corporation (together with any successor entity, herein referred to as
the “Company”) and Morgan Stanley
& Co. Incorporated (the “Initial
Purchaser”) under the Purchase Agreement (as defined below).


Pursuant
to the Purchase Agreement, dated as of April 4, 2007, between the Company and
Morgan Stanley & Co. Incorporated, as the Initial Purchaser (the “Purchase Agreement”), relating to the
initial placement of the Notes (as defined below), the Initial Purchaser has
agreed to purchase from the Company $1,150,000,000, including the
over-allotment option, in aggregate principal amount of Floating Rate
Convertible Senior Notes due 2037 (the “Notes”).  The Notes will be convertible into cash and,
if any, fully paid, nonassessable shares of common stock, par value $0.10 per
share, of the Company (the “Common Stock”).  The notes will be convertible on the terms,
and subject to the conditions, set forth in the Indenture (as defined
herein).  To induce the Initial Purchaser
to purchase the Notes, the Company has agreed to provide the registration
rights set forth in this Agreement pursuant to Section 5(g) of the Purchase
Agreement.


The
parties hereby agree as follows:


1.        Definitions. Capitalized terms
used in this Agreement without definition shall have their respective meanings
set forth in the Purchase Agreement.  As used in this Agreement, the
following capitalized terms shall have the following meanings:


“Additional Interest”: As defined in Section
3(a) hereof.


“Additional Interest Payment Date”:  Each January 11, April 11, July 11 and
October 11.


“Affiliate” of
any specified person means any other person which, directly or indirectly, is
in control of, is controlled by, or is under common control with, such
specified person.  For purposes of this
definition, control of a person means the power, direct or indirect, to direct
or cause the direction of the management and policies of such person whether by
contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.


“Agreement”: 
This Registration Rights Agreement.


“Amendment Effectiveness Deadline Date”: As defined in
Section 2(e) hereof.


“Automatic Shelf Registration Statement”: An automatic shelf
registration statement within the meaning of Rule 405 under the Securities Act.


“Blue Sky Application”:  As defined in Section 6(a)(i) hereof.













“Business Day”:  The definition of “Business Day” in the
Indenture.


“Closing Date”:  The date of the first issuance of the Notes.


“Commission”:  The Securities and Exchange Commission.


“Common Stock”:  As defined in the preamble hereto.


“Company”: 
As defined in the preamble hereto.


“Effectiveness Period”:  As defined in Section 2(a)(iii) hereof.


“Effectiveness Target Date”:  As defined in Section 2(a)(ii) hereof.


“Exchange Act”:  The Securities Exchange Act of 1934, as
amended.


“Holder”: 
A Person who owns, beneficially or otherwise, Transfer Restricted
Securities.


“Indemnified Holder”:  As defined in Section 6(a) hereof.


“Indenture”: 
The Indenture, dated as of April 11, 2007 between the Company and The
Bank of New York Trust Company, N.A., as trustee (the “Trustee”),
pursuant to which the Notes are to be issued, as such Indenture is amended, modified
or supplemented from time to time in accordance with the terms thereof.


“Initial Purchaser”:  As defined in the preamble hereto.


“Majority of Holders”:  Holders holding over 50% of the aggregate
principal amount of Notes outstanding; provided that, for the purpose of this
definition, a holder of shares of Common Stock which constitute Transfer
Restricted Securities shall be deemed to hold an aggregate principal amount of
the Notes (in addition to the principal amount of the Notes held by such holder)
equal to the quotient of (x) the number of such shares of Common Stock held by
such holder and (y) the conversion rate in effect at the time of such
conversion as determined in accordance with the Indenture.


“NASD”: 
The National Association of Securities Dealers, Inc.


“Notes”: 
As defined in the preamble hereto.


“Notice and Questionnaire”: 
A written notice executed by a Holder and delivered to the Company
containing substantially the information called for by the Form of Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company relating to the Notes.



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“Notice Holder”:  On any date, any Holder of Transfer
Restricted Securities that has delivered a Notice and Questionnaire to the
Company on or prior to such date.


“Person”: 
An individual, partnership, corporation, company, unincorporated
organization, trust, joint venture or a government or agency or political
subdivision thereof.


“Purchase Agreement”:  As defined in the preamble hereto.


“Prospectus”:  The prospectus included in a Shelf
Registration Statement, as amended or supplemented by any prospectus supplement
and by all other amendments thereto, including post-effective amendments, and
all material incorporated by reference into such prospectus.


“Record Holder”:  With respect to any Additional Interest
Payment Date, each Person who is a Holder on the Record Date, as defined in the
Indenture, immediately preceding the relevant Additional Interest Payment Date.  In the case of a Holder of shares of Common
Stock issued upon conversion of the Notes, “Record Holder” shall mean each
Person who is a Holder of shares of Common Stock which constitute Transfer
Restricted Securities on the Record Date, as defined in the Indenture,
immediately preceding the relevant Additional Interest Payment Date.


“Registration Default”:  As defined in Section 3(a) hereof.


“Representative”:  As defined in the preamble hereto.


“Securities Act”:  The Securities Act of 1933, as amended.


“Shelf Filing Deadline”: As defined in
Section 2(a)(i) hereof.


“Shelf Registration Statement”:  As defined in Section 2(a)(i) hereof.


“Subsequent Shelf Registration Statement”: As defined in
Section 2(c) hereof.


“Suspension Notice”:  As defined in Section 4(c) hereof.


“Suspension Period”:  As defined in Section 4(b)(i) hereof.


“TIA”: 
Trust Indenture Act of 1939, as amended, and the rules and regulations
of the Commission thereunder, in each case, as in effect on the date the
Indenture is qualified under the TIA.


“Transfer Restricted Securities”:  Each Note and each share of Common Stock
issued upon conversion of such Note until the earliest of:



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(i)         the date on which such Notes or such
share of Common Stock issued upon conversion has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement;


(ii)        the date on which such Notes or such
share of Common Stock issued upon conversion are transferred in compliance with
Rule 144 under the Securities Act or may be sold or transferred by a person who
is not an affiliate of the Company pursuant to Rule 144 under the Securities
Act (or any other similar provision then in force) without any volume or manner
of sale restrictions thereunder; or


(iii)       the date on which such Notes or such
share of Common Stock issued upon conversion ceases to be outstanding (whether
as a result of redemption, repurchase and cancellation, conversion or
otherwise).


“Underwritten Registration”:  A registration in which Notes of the Company
are sold to an underwriter for reoffering to the public.


“WKSI”:
A “well-known seasoned issuer” that is not an “ineligible issuer” as such terms
are defined in Rule 405 under the Securities Act.


Unless
the context otherwise requires, the singular includes the plural, and words in
the plural include the singular.


2.        Shelf Registration.


(a)      The Company shall:


(i)        Not later than 120 days after the
Closing Date (the “Shelf Filing Deadline”),
cause to be filed a registration statement (which shall be an Automatic Shelf
Registration Statement if the Company is a WKSI at the time of such filing),
pursuant to Rule 415 under the Securities Act or any similar rule that may be
adopted by the Commission (the “Shelf
Registration Statement”), which Shelf Registration Statement shall
provide for the registration and resales, on a continuous or delayed basis, of
all Transfer Restricted Securities held by Holders that have provided the
information required pursuant to the terms of Section 2(e) hereof;


(ii)       if the Company is not a WKSI on the Shelf
Filing Deadline, use its reasonable best efforts to cause the Shelf
Registration Statement to be declared effective under the Securities Act by the
Commission not later than 180 days after the Closing Date (the “Effectiveness Target Date”); and



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(iii)      use its reasonable best efforts to keep
the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Securities Act and by the provisions of Section 4(b)
hereof to the extent necessary to ensure that (A) it is available for resales
by the Holders of Transfer Restricted Securities entitled, subject to Section
2(b), to the benefit of this Agreement and (B) it conforms with the
requirements of this Agreement and the Securities Act and the rules and
regulations of the Commission promulgated thereunder as announced from time to
time, for a period (the “Effectiveness Period”)
from the date the Shelf Registration Statement becomes or is declared effective
by the Commission until the earliest of:


(1)       two years following the last date of
original issuance of any of the Notes;


(2)       the date when the Holders of Transfer
Restricted Securities are able to sell all such Transfer Restricted Securities
immediately without restriction pursuant to the volume limitation provisions of
Rule 144(k) under the Securities Act; or


(3)       the date when (a) all of the Transfer
Restricted Securities have been sold either (i) under the Shelf Registration
Statement or (ii) under Rule 144 under the Securities Act or any similar
provisions then in force or (b) all of the Transfer Restricted Securities cease
to be outstanding.


(b)      At the time the Shelf Registration
Statement becomes or is declared effective, each Holder that became a Notice
Holder on or prior to the date twenty (20) days prior to such time of
effectiveness shall be named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of Transfer Restricted
Securities in accordance with applicable law. 
None of the Company’s security holders (other than the Holders of
Transfer Restricted Securities) shall have the right to include any of the
Company’s securities in the Shelf Registration Statement.


(c)       If the Shelf Registration Statement or
any Subsequent Shelf Registration Statement ceases to be effective for any
reason at any time during the Effectiveness Period (other than because all
Transfer Restricted Securities registered thereunder shall have been resold
pursuant thereto or shall have otherwise ceased to be Transfer Restricted
Securities), the Company shall use its reasonable best efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof, and in any



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event shall within thirty
(30) days of such cessation of effectiveness (i) amend the Shelf Registration
Statement in a manner reasonably expected to obtain the withdrawal of the order
suspending the effectiveness thereof, or (ii) file an additional Shelf
Registration Statement covering all of the securities that as of the date of
such filing are Transfer Restricted Securities (a “Subsequent
Shelf Registration Statement”). 
If a Subsequent Shelf Registration Statement is filed, the Company shall
use its reasonable best efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is practicable after such filing
(if such Subsequent Shelf Registration Statement is not an Automatic Shelf
Registration Statement) and to keep such Shelf Registration Statement (or
Subsequent Shelf Registration Statement) continuously effective until the end
of the Effectiveness Period.


(d)      The Company shall supplement and amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement, if required by the Securities Act or as
reasonably requested by the Initial Purchaser or by the Trustee (as defined in
the Indenture) on behalf of the Holders of the Transfer Restricted Securities
covered by such Shelf Registration Statement.


(e)       Each Holder agrees that if such Holder
wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(e) and Section 4(b).  Each
Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf
Registration Statement and related Prospectus agrees to (i) deliver a Notice
and Questionnaire to the Company at least twenty (20) days prior to any
intended distribution of Transfer Restricted Securities under the Shelf
Registration Statement and (ii) deliver Prospectuses to purchasers of such
Transfer Restricted Securities.  From and
after the date the Shelf Registration Statement becomes or is declared
effective, the Company shall, as promptly as practicable after the date a
Notice and Questionnaire is delivered to it, and in any event upon the later of
(x) twenty (20) Business Days after such date (but no earlier than twenty (20)
Business Days after effectiveness) or (y) twenty (20) Business Days after the
expiration of any Suspension Period in effect when the Notice and Questionnaire
is delivered or put into effect within twenty (20) Business Days of such
delivery date:


(i)     if required by applicable law, file with
the SEC a post-effective amendment to the Shelf Registration Statement or
prepare and, if required by applicable law, file a supplement to the related
Prospectus or a supplement or amendment to any document incorporated therein by
reference or file any other required document so that the Holder delivering
such Notice and Questionnaire is named as a selling securityholder in the Shelf



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Registration Statement
and the related Prospectus in such a manner as to permit such Holder to deliver
such Prospectus to purchasers of the Transfer Restricted Securities in
accordance with applicable law and, if the Company shall file a post-effective
amendment to the Shelf Registration Statement and, if such Shelf Registration
Statement is not an Automatic Shelf Registration Statement, use its reasonable
best efforts to cause such post-effective amendment to be declared effective
under the Securities Act as promptly as is practicable, but in any event by the
date (the “Amendment Effectiveness Deadline Date”)
that is forty-five (45) days after the date such post effective amendment is
required by this clause to be filed;


(ii)    provide such Holder copies of any documents
filed pursuant to Section 2(e)(i); and


(iii)   notify such Holder as promptly as practicable
after the effectiveness under the Securities Act of any post-effective
amendment filed pursuant to Section 2(e)(i) if the Shelf Registration Statement
to which such post-effective amendment relates is not an Automatic Shelf
Registration Statement;


provided that
if such Notice and Questionnaire is delivered during a Suspension Period, the
Company shall so inform the Holder delivering such Notice and Questionnaire and
shall take the actions set forth in clauses (i), (ii) and (iii) above upon
expiration of the Suspension Period in accordance with Section 4(b).  Notwithstanding anything contained herein to
the contrary, (i) the Company shall be under no obligation to name any Holder
that is not a Notice Holder as a selling securityholder in any Registration
Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline
Date shall be extended by up to twenty (20) Business Days from the expiration
of a Suspension Period (and the Company shall incur no obligation to pay
Additional Interest during such extension) if such Suspension Period shall be
in effect on the Amendment Effectiveness Deadline Date.


3.          Additional Interest.


(a)         If:


(i)       the Shelf Registration Statement is not
filed with the Commission (and has not become automatically effective upon
filing, if the Company is at such time a WKSI) prior to or on the Shelf Filing
Deadline;


(ii)      the Company is not a WKSI on the Shelf
Filing Deadline, and the Shelf Registration Statement has not been



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declared effective by the
Commission prior to or on the Effectiveness Target Date;


(iii)     the Company has failed to perform its
obligations set forth in Section 2(e) within the time period required therein;


(iv)    any post effective amendment to a Shelf
Registration filed pursuant to Section 2(e)(i) has not become effective under
the Securities Act on or prior to the Amendment Effectiveness Deadline Date;


(v)     except as provided in Section 4(b)(i)
hereof, the Shelf Registration Statement becomes or is declared effective but,
during the Effectiveness Period, shall thereafter cease to be effective or fail
to be usable for its intended purpose without being succeeded within ten (10)
Business Days by a post-effective amendment to the Shelf Registration
Statement, a supplement to the Prospectus or a report filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures
such failure and, in the case of a post-effective amendment, is itself
immediately declared effective; or


(vi)    (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension
Period, such suspension has not been terminated or (B) Suspension Periods
exceed an aggregate of 45 days (or 60 days, as applicable) within any 90-day
period or an aggregate of 90 days in any 360-day period;


(each such event referred
to in foregoing clauses (i) through (vi), a “Registration
Default”), the Company hereby agrees to pay interest (“Additional Interest”) with respect to the
Notes that are Transfer Restricted Securities from and including the day
following the Registration Default to but excluding the earlier of (1) the day
on which the Registration Default has been cured and (2) the date the Shelf
Registration Statement is no longer required to be kept effective, accruing at
a rate:


(A)       in respect of the Notes that are Transfer
Restricted Securities, to each Holder of such Notes, equal to 0.25% per annum
of the aggregate principal amount of such Notes; provided that in no event shall Additional Interest accrue
at a rate per year exceeding 0.25% of the aggregate principal amount of such
Notes; and


(B)        in respect of the Notes that are
Transfer Restricted Securities submitted for conversion into cash and Common
Stock, if any, during the existence of a



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Registration Default with
respect to the Common Stock, a Holder will not be entitled to receive any
Additional Interest with respect to such Common Stock but will receive from the
Company on the settlement date with respect to such conversion, accrued and
unpaid Additional Interest to the Holders of such Notes calculated in
accordance with paragraph (A) above to the Conversion Date (as defined in the
Indenture) relating to such settlement date; and


(b)      A Holder of Common Stock, if any, issued
upon Conversion of the Notes will not be entitled to any Additional Interest if
the Registration Default with respect to such Common Stock occurs after such
Holder has converted such Notes into Common Stock.


(c)       All accrued Additional Interest shall be
paid in arrears to Record Holders by the Company on each Additional Interest
Payment Date.  Upon the cure of all
Registration Defaults relating to any particular Notes, the accrual of
Additional Interest with respect to such Note will cease.


All
obligations of the Company set forth in this Section 3 that are outstanding
with respect to any Transfer Restricted Security at the time such security
ceases to be a Transfer Restricted Security shall survive until such time as
all such obligations with respect to such Transfer Restricted Security shall
have been satisfied in full.


The
Additional Interest set forth above shall be the exclusive monetary remedy
available to the Holders of Transfer Restricted Securities for each
Registration Default.


4.          Registration Procedures.


(a)         In connection with the Shelf
Registration Statement, the Company shall comply with all the provisions of
Section 4(b) hereof and shall use its reasonable best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities, and
pursuant thereto, shall as expeditiously as possible prepare and file with the
Commission a Shelf Registration Statement relating to the registration on any
appropriate form under the Securities Act.


(b)         In connection with the Shelf
Registration Statement and any Prospectus required by this Agreement to permit
the sale or resale of Transfer Restricted Securities, the Company shall:


(i)       Subject to any notice by the Company in
accordance with this Section 4(b) of the existence of any fact or event of the



 9
 









kind described in Section
4(b)(iii)(D), use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective during the Effectiveness Period; upon the
occurrence of any event that would cause the Shelf Registration Statement or
the Prospectus contained therein (A) to contain a material misstatement or
omission or (B) not to be effective and usable for resale of Transfer
Restricted Securities during the Effectiveness Period, the Company shall use
its reasonable best efforts to file. as promptly as is practicable, an
appropriate amendment to the Shelf Registration Statement, a supplement to the Prospectus
or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or (B), if such
amendment does not become automatically effective upon filing with the
Commission, use its reasonable best efforts to cause such amendment to be
declared effective and the Shelf Registration Statement and the related
Prospectus to become usable for their intended purposes as soon as practicable
thereafter.  Notwithstanding the
foregoing, the Company may suspend the effectiveness of the Shelf Registration
Statement by written notice to the Holders for a period not to exceed an aggregate
of 45 days in any 90 day period (each such period, a “Suspension Period”) if:


(x) an event occurs and
is continuing as a result of which the Shelf Registration Statement, the
Prospectus, any amendment or supplement thereto, or any document incorporated
by reference therein would, in the Company’s judgment, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; and


(y) the Company
determines in good faith that the disclosure of such event at such time could
be seriously detrimental to the Company or its subsidiaries;


provided that,
in the event the disclosure relates to a previously undisclosed proposed or
pending material business transaction, the disclosure of which the Company determines
in good faith would be reasonably likely to impede the Company’s or its
subsidiaries’ ability to consummate such transaction, the Company may extend a
Suspension Period from 45 days to 60 days; provided, however, that
Suspension Periods shall not exceed an aggregate of 90 days in any 360-day
period.  The Company shall not be
required to specify in the written notice to the Holders the nature of the
event giving rise to the Suspension Period.



 10
 









(ii)       Prepare
and file with the Commission such amendments and post-effective amendments to
the Shelf Registration Statement as may be necessary to keep the Shelf
Registration Statement effective during the Effectiveness Period; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities Act, and to
comply fully with the applicable provisions of Rules 424, 430A, 430B and 430C
under the Securities Act in a timely manner; and comply with the provisions of
the Securities Act with respect to the disposition of all Transfer Restricted
Securities covered by the Shelf Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the
sellers thereof set forth in the Shelf Registration Statement or supplement to
the Prospectus.


(iii)      Advise the selling Holders and any Initial
Purchaser that has provided in writing to the Company a telephone or facsimile
number and address for notices, promptly and, if requested by such selling
Holders or Initial Purchaser, to confirm such advice in writing (which notice
pursuant to clauses (B) through (D) below shall be accompanied by an
instruction to suspend the use of the Prospectus until the Company shall have
remedied the basis for such suspension):


(A)       when the Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to the
Shelf Registration Statement or any post-effective amendment thereto, when the
same has become effective,


(B)        of any request by the Commission for
amendments to the Shelf Registration Statement or amendments or supplements to
the Prospectus or for additional information relating thereto,


(C)        of the issuance by the Commission of any
stop order suspending the effectiveness of the Shelf Registration Statement
under the Securities Act or of the suspension by any state securities
commission of the qualification of the Transfer Restricted Securities for
offering or sale in any jurisdiction, or the threatening or initiation of any
proceeding for any of the preceding purposes, or


(D)       of the existence of any fact or the
happening of any event, during the Effectiveness Period, that makes any
statement of a material fact made in the Shelf Registration



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Statement, the
Prospectus, any amendment or supplement thereto, or any document incorporated
by reference therein, untrue, or that requires the making of any additions to
or changes in the Shelf Registration Statement or the Prospectus in order to
make the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading.


If at any time the Commission shall issue any stop
order suspending the effectiveness of the Shelf Registration Statement, or any
state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Company
shall use its reasonable best efforts to obtain the withdrawal or lifting of
such order at the earliest possible time and will provide to each Holder who is
named in the Shelf Registration Statement prompt notice of the withdrawal of
any such order.


(iv)      Make available at reasonable times for
inspection by one or more representatives of the selling Holders, designated in
writing by a Majority of Holders whose Transfer Restricted Securities are
included in the Shelf Registration Statement, and any attorney or accountant
retained by such selling Holders all financial and other records, pertinent
corporate documents and properties of the Company as shall be reasonably
necessary to enable them to conduct a reasonable investigation within the
meaning of Section 11 of the Securities Act, and cause the Company’s officers,
directors, managers and employees to supply all information reasonably
requested by any such representative or representatives of the selling Holders,
attorney or accountant in connection therewith; provided,
however, that the Company shall have no obligation to deliver
information to any selling Holder or representative pursuant to this Section
4(b)(iv) unless such selling Holder or representative shall have executed and
delivered a confidentiality agreement in a form acceptable to the Company relating
to such information.


(v)       If requested by any selling Holders
promptly incorporate in the Shelf Registration Statement or Prospectus,
pursuant to a supplement or post-effective amendment if necessary, such
information as such selling Holders may reasonably request to have included
therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer
Restricted Securities.



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(vi)      Deliver to each selling Holder, without
charge, as many copies of the Prospectus (including each preliminary
Prospectus) and any amendment or supplement thereto as such Persons reasonably
may request; subject to any notice by the Company in accordance with this
Section 4(b) of the existence of any fact or event of the kind described in
Section 4(b)(iii)(D), the Company hereby consents to the use of the Prospectus
and any amendment or supplement thereto by each of the selling Holders in
connection with the offering and the sale of the Transfer Restricted Securities
covered by the Prospectus or any amendment or supplement thereto.


(vii)     Before any public offering of Transfer
Restricted Securities, cooperate with the selling Holders and their counsel in
connection with the registration and qualification of the Transfer Restricted
Securities under the securities or Blue Sky laws of such jurisdictions in the
United States as the selling Holders may reasonably request and do any and all
other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that the Company shall not be required (A) to
register or qualify as a foreign corporation or a dealer of securities where it
is not now so qualified or to take any action that would subject it to the
service of process in any jurisdiction where it is not now so subject or (B) to
subject itself to general or unlimited service of process or to taxation in any
such jurisdiction if it is not now so subject.


(viii)    Unless any Transfer Restricted Securities
shall be in book-entry form only (A) cooperate with the selling Holders to
facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive
legends (unless required by applicable securities laws) and (B) enable such
Transfer Restricted Securities to be in such denominations and registered in
such names as the Holders may request at least two Business Days before any
sale of Transfer Restricted Securities.


(ix)       Use its reasonable best efforts to cause
the Transfer Restricted Securities covered by the Shelf Registration Statement
to be registered with or approved by such other U.S. governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof to
consummate the disposition of such Transfer Restricted Securities.


(x)        Subject to Section 4(b)(i) hereof, if
any fact or event contemplated by Section 4(b)(iii)(B) through (D) hereof shall
exist



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or have occurred, use its
reasonable best efforts to prepare a supplement or post-effective amendment to
the Shelf Registration Statement or related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of Transfer Restricted Securities,
the Prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they are made,
not misleading.


(xi)       Provide CUSIP numbers for all Transfer
Restricted Securities not later than the effective date of the Shelf
Registration Statement and provide the Trustee under the Indenture with
certificates for the Notes that are in a form eligible for deposit with The
Depository Trust Company.


(xii)      Cooperate and assist in any filings
required to be made with the NASD and in the performance of any due diligence
investigation by any underwriter that is required to be undertaken in accordance
with the rules and regulations of the NASD.


(xiii)     Otherwise use its reasonable best efforts
to comply with all applicable rules and regulations of the Commission and all
reporting requirements under the rules and regulations of the Exchange Act.


(xiv)    Cause the Indenture to be qualified under
the TIA not later than the effective date of the Shelf Registration Statement
required by this Agreement, and, in connection therewith, cooperate with the
Trustee (as defined in the Indenture) and the Holders of Notes to effect such
changes to the Indenture as may be required for such Indenture to be so
qualified in accordance with the terms of the TIA; and execute and use its best
efforts to cause the Trustee (as defined in the Indenture) to execute all documents
that may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture to be so
qualified in a timely manner.


(xv)     Cause all Common Stock covered by the Shelf
Registration Statement to be listed or quoted, as the case may be, on each
securities exchange or automated quotation system on which Common Stock is then
listed or quoted.


(xvi)    Provide to each Holder upon written request
each document filed by the Company with the Commission pursuant to the
requirements of Section 13 and Section 15 of the Exchange Act after the
effective date of the Shelf Registration Statement, unless



 14














such document is
available through the Commission’s EDGAR system.


(c)       Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of any notice (a “Suspension Notice”) from the Company of the
existence of any fact of the kind described in Section 4(b)(iii)(C) and Section
4(b)(iii)(D) hereof, such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the Shelf Registration Statement
until:


(i)        such Holder has received copies of the
supplemented or amended Prospectus contemplated by Section 4(b)(x) hereof; or


(ii)       such Holder is advised in
writing by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus.


If so directed by the Company, each Holder will
deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such Holder’s possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of such notice of suspension.


(d)      Each Holder agrees by acquisition of a
Transfer Restricted Security, that no Holder shall be entitled to sell any of
such Transfer Restricted Securities pursuant to a Shelf Registration Statement;
or to receive a Prospectus relating thereto, unless such Holder has furnished
the Company with a Notice and Questionnaire as required pursuant to Section
2(e) hereof (including the information required to be included in such Notice
and Questionnaire) and the information set forth in the following two
sentences.  The Company may require each
Notice Holder of Notes to be sold pursuant to the Shelf Registration Statement
to furnish to the Company such information regarding the Holder and the
distribution of such Notes as the Company may from time to time reasonably
require for inclusion in such Registration Statement.  Each Notice Holder agrees promptly to furnish
to the Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Notice Holder not
misleading and any other information regarding such Notice Holder and the
distribution of such Transfer Restricted Securities as the Company may from
time to time reasonably request in writing. 
Any sale of any Transfer Restricted Securities by any Holder shall
constitute a representation and warranty by such Holder that the information
relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that
such Prospectus does not as



 15
 








of the time of such sale
contain any untrue statement of a material fact relating to or provided by such
Holder or its plan of distribution and that such Prospectus does not as of the
time of such sale omit to state any material fact relating to or provided by
such Holder or its plan of distribution necessary to make the statements in
such Prospectus, in the light of the circumstances under which they were made
not misleading.  The Company may exclude
from such Shelf Registration Statement the Notes of any Holder that
unreasonably fails to furnish such information within a reasonable time after
receiving such request.


5.          Registration Expenses.


All expenses incident to
the Company’s performance of or compliance with this Agreement shall be borne
by the Company regardless of whether a Shelf Registration Statement becomes
effective, including, without limitation:


(a)       all registration and filing fees and
expenses (including filings made with the NASD);


(b)      all fees and expenses of compliance with
federal securities and state Blue Sky or securities laws;


(c)       all expenses of printing (including
printing of Prospectuses and certificates for the Common Stock, if any, to be
issued upon conversion of the Notes) and the Company’s expenses for messenger
and delivery services and telephone;


(d)      all fees and disbursements of counsel to
the Company;


(e)       all application and filing fees, if any,
in connection with listing (or authorizing for quotation) the Common Stock on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and


(f)       all fees and disbursements of independent
certified public accountants of the Company.


The
Company shall bear its internal expenses (including, without limitation, all
salaries and expenses of their officers and employees performing legal,
accounting or other duties), the expenses of any annual audit and the fees and
expenses of any Person, including special experts, retained by the Company.


6.          Indemnification And
Contribution.


(a)          The Company agrees to indemnify and
hold harmless each Holder of Transfer Restricted Securities (including the
Initial Purchaser), its directors, officers, employees and agents and each person,
if any, who controls any such Holder within the meaning of the Securities Act
or the Exchange Act (each, an “Indemnified
Holder”), against any loss, claim,



 16
 








damage, liability or
expense, as incurred, joint or several, or any action in respect thereof (including,
but not limited to, any loss, claim, damage, liability or action relating to
resales of the Transfer Restricted Securities), to which such Indemnified
Holder may become subject, insofar as any such loss, claim, damage, liability
or action arises out of, or is based upon:


(i)    any untrue statement or alleged untrue
statement of a material fact contained in (A) the Shelf Registration Statement
as originally filed or in any amendment thereof, in any Prospectus, in any
amendment or supplement thereto or in any offering material constituting
written communications under Rule 405 of the Securities Act, but only to the
extent such written communication is used by or at the express written
direction of the Company, or (B) any Blue Sky application or other document or
any amendment or supplement thereto prepared or executed by the Company (or
based upon written information furnished by or on behalf of the Company
expressly for use in such Blue Sky application or other document or amendment
or supplement) filed in any jurisdiction specifically for the purpose of
qualifying any or all of the Transfer Restricted Securities under the
securities law of any state or other jurisdiction (such application or document
being hereinafter called a “Blue Sky
Application”); or


(ii)   the omission or alleged omission to state
therein any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading,


and agrees to reimburse each Indemnified Holder
promptly upon demand for any legal or other expenses reasonably incurred by
such Indemnified Holder in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or action;
provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability or expense arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Holder (or its related Indemnified Holder)
specifically for use therein.  The
foregoing indemnity agreement is in addition to any liability which the Company
may otherwise have.


(b)      Each Holder, severally and not jointly,
agrees to indemnify and hold harmless the Company, its directors, officers,
employees and agents and each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act to the same extent as the
foregoing indemnity from the Company to each such Holder, but only with
reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in



 17
 








the documents referred to
in the foregoing indemnity.  This
indemnity agreement set forth in this Section shall be in addition to any
liabilities which any such Holder may otherwise have.  In no event shall any Holder, its directors,
officers or any person who controls such Holder be liable or responsible for
any amount in excess of the amount by which the total amount received by such
Holder with respect to its sale of Transfer Restricted Securities pursuant to a
Shelf Registration Statement exceeds the amount of any damages that such
Holder, its directors, officers or any person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


(c)       Promptly after receipt by an indemnified
party under this Section 6 of notice of any claim or the commencement of any
action, the indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under this Section 6, notify the
indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 6 except to the extent it did not otherwise learn
of such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and, provided,
further, that the failure to notify the indemnifying party shall not
relieve it from any liability which it may have to an indemnified party
otherwise than under this Section 6.  If
any such claim or action shall be brought against an indemnified party, and it
shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party.  After notice from the indemnifying party to
the indemnified party of its election to assume the defense of such claim or
action and approval by the indemnified party of counsel, the indemnifying party
shall not be liable to the indemnified party under this Section 6 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation; provided, however, that the Holders shall
have the right to employ a single counsel, reasonably approved by the Company,
to represent jointly the Holders and their officers, employees and controlling
persons who may be subject to liability arising out of any claim in respect of
which indemnity may be sought by the Holders against the Company under this
Section 6 if the Holders seeking indemnification shall have been advised by
legal counsel that there may be one or more legal defenses available to such
Holders and their respective officers, employees and controlling persons that
are different from or additional to those available to the Company, and in that
event, the fees and expenses of such separate counsel shall be paid by the
Company.



 18
 








(d)      The indemnifying party under this Section
shall not be liable for any settlement of any proceeding effected without its
written consent, which shall not be withheld unreasonably, but if settled with
such consent or if there is a final judgment for the plaintiff, the
indemnifying party agrees to indemnify and hold harmless any indemnified party
against any loss, claim, damage, liability or expense by reason of such
settlement or judgment.  Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by Section 6(c) hereof, the indemnifying
party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into
more than 45 days after receipt by such indemnifying party of the aforesaid request,
(ii) such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into, and
(iii) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such request prior to the date of such settlement.  Notwithstanding the immediately preceding
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, an indemnifying party shall not be liable for any settlement effected
without its consent if such indemnifying party (x) reimburses such indemnified
party in accordance with such request to the extent it reasonably considers
such request to be reasonable and (y) provides written notice to the
indemnified party reasonably substantiating the unpaid balance as unreasonable,
in each case prior to the date of such settlement.  No indemnifying party shall, without the
prior written consent of the indemnified party, which consent shall not be
unreasonably withheld, effect any settlement, compromise or consent to the
entry of judgment in any pending or threatened action, suit or proceeding in
respect of which any indemnified party is or could have been a party and indemnity
was or could have been sought hereunder by such indemnified party, unless such
settlement, compromise or consent (1) includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such action, suit or proceeding and (2) does not include a statement as to or
an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.


(e)       If the indemnification provided for in
this Section 6 shall for any reason be unavailable or insufficient to hold
harmless an indemnified party under Section 6(a) or 6(b) in respect of any
loss, claim, damage, liability or expense (or action in respect thereof)
referred to therein, each indemnifying party shall, in lieu of indemnifying
such indemnified party, contribute to the aggregate amount paid or payable by
such indemnified party, as incurred, as a result of such loss, claim, damage,
liability or expense (or action in respect thereof):



 19
 








(i)        in such proportion as is appropriate to
reflect the relative benefits received by the Company from the offering and
sale of the Transfer Restricted Securities on the one hand and a Holder with
respect to the sale by such Holder of the Transfer Restricted Securities on the
other, or


(ii)       if the allocation provided by Section
(6)(e)(i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in Section
6(e)(i) but also the relative fault of the Company on the one hand and the
Holders on the other in connection with the statements or omissions or alleged
statements or alleged omissions that resulted in such loss, claim, damage or
liability (or action in respect thereof), as well as any other relevant
equitable considerations.


The relative benefits received by the Company on the
one hand and a Holder on the other with respect to such offering and such sale
shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Notes purchased under the Purchase Agreement (before deducting
expenses) received by the Company, on the one hand, bear to the value of
registration rights under this Agreement for the Transfer Restricted Securities
on the other.  The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company on the one hand or the Holders on the other, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. 
The Company and each Holder agree that it would not be just and
equitable if the amount of contribution pursuant to this Section 6(e) were
determined by pro rata allocation
or by any other method of allocation that does not take into account the
equitable considerations referred to in the first sentence of this Section
6(e).


The
amount paid or payable by an indemnified party as a result of the loss, claim,
damage, liability or expense or action in respect thereof, referred to above in
this Section 6 shall be deemed to include, for purposes of this Section 6, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim.


Notwithstanding
the provisions of this Section 6, no Holder shall be required to contribute any
amount in excess of the amount by which the total price at which the Transfer
Restricted Securities purchased by it were resold exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any



 20
 








Person who was not guilty of such fraudulent
misrepresentation.  The Holders’
obligations to contribute as provided in this Section 6(e) are several and not
joint.


(f)       The provisions of this Section 6 shall
remain in full force and effect, regardless of any investigation made by or on
behalf of any Holder or the Company or any of the directors, officers,
employees and agents and each person, if any, who controls any such Holder or
the Company  referred to in Section 6
hereof, and will survive the sale by a Holder of Transfer Restricted
Securities.


7.          Rule 144A.  The Company agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding
and during any period in which the Company is not subject to Section 13 or
15(d) of the Exchange Act, to make available, upon request of any Holder, to
such Holder or beneficial owner of Transfer Restricted Securities in connection
with any sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Securities Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A.


8.          No Participation In
Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder without the prior consent of the Company.


9.          Miscellaneous.


(a)          Remedies.  The Company acknowledges and agrees that any
failure by the Company to comply with its obligations under Section 2 hereof
may result in material irreparable injury to the Initial Purchaser or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely, and that, in the event
of any such failure, in addition to being entitled to exercise all rights
provided to it herein, in the Indenture or in the Purchase Agreement or granted
by law, including recovery of liquidated or other damages, the Initial
Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Company’s obligations under Section 2 hereof.  The Company further agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.


(b)          Actions
Affecting Transfer Restricted Securities.  The Company shall not, directly or
indirectly, take any action with respect to the Transfer Restricted Securities
as a class that would adversely affect the ability of the Holders of Transfer
Restricted Securities to include such Transfer Restricted Securities in a
registration undertaken pursuant to this Agreement.



 21
 








(c)       No
Inconsistent Agreements.  The
Company has not, as of the date hereof, entered into, nor shall it, on or after
the date hereof, enter into, any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. 
In addition, the Company shall not grant to any of its securityholders
(other than the Holders of Transfer Restricted Securities in such capacity) the
right to include any of its securities in the Shelf Registration Statement
provided for in this Agreement other than the Transfer Restricted Securities.


(d)      Amendments
and Waivers.  This Agreement
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given, unless the Company has
obtained the written consent of a Majority of Holders; provided, however,
that with respect to any matter that directly or indirectly adversely affects
the rights of the Initial Purchaser hereunder, the Company shall obtain the
written consent of the Initial Purchaser against which such amendment,
qualification, supplement, waiver or consent is to be effective.  Notwithstanding the foregoing (except the
foregoing proviso), a waiver or consent to depart from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders
whose securities are being sold pursuant to a Shelf Registration Statement and
does not directly or indirectly adversely affect the rights of other Holders,
may be given by the Majority of Holders, determined on the basis of Notes being
sold rather than registered under such Shelf Registration Statement.


(e)       Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery, first
class mail (registered or certified, return receipt requested), facsimile
transmission, or air courier guaranteeing overnight delivery:


(i)         if to a Holder, at the address set
forth on the records of the Registrar (as defined in the Indenture) or the
transfer agent of the Common Stock, as the case may be; and


(ii)        if to the Company, initially at its
address set forth in the Purchase Agreement;


(iii)       If to the Initial Purchaser at its
address set forth in the Purchase Agreement, with a copy to:


Davis Polk & Wardwell


450 Lexington Avenue


New York, NY 10017


Facsimile: (212) 450-3890



 22
 








Attention: Winthrop B. Conrad, Jr.


All
such notices and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged,
if transmitted by facsimile; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.


Any
party hereto may change the address for receipt of communications by giving
written notice to the others.


(f)       Successors
and Assigns.  This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties, including without limitation and without the need for an
express assignment, subsequent Holders of Transfer Restricted Securities.  The Company hereby agrees to extend the
benefit of this Agreement to any Holder and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.


(g)      Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


(h)      Notes
Held by the Company or Its Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of Transfer Restricted Securities is required
hereunder, Transfer Restricted Securities held by the Company or its Affiliates
(other than subsequent Holders if such subsequent Holders are deemed to be
Affiliates solely by reason of their holding of such Transfer Restricted
Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


(i)        Headings.
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.


(j)        Governing
Law.  This Agreement shall be
governed by and construed in accordance with the law of the State of New York.


(k)       Severability.  If  any
one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.



 23
 








(l)        Entire
Agreement.  This Agreement is
intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Transfer Restricted Securities.  This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.



 24














IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.


	
   

  	
  GENERAL MILLS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ Donal L. Mulligan

  	
   

  
	
   

  	
   

  	
  Name: Donal L. Mulligan

  
	
   

  	
   

  	
  Title: Vice President,
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORGAN STANLEY & CO.

  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ Serkan Savasoglu

  	
   

  
	
   

  	
   

  	
  Name: Serkan Savasoglu

  
	
   

  	
   

  	
  Title: Executive Director