General Mills (GIS) 10-Q 2008 Q2 Quarterly report

Exhibit 10.4

AMENDMENT TO CREDIT AGREEMENTS

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

          The parties hereto agree as follows:

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

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

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

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

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

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

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

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

GENERAL MILLS, INC.
By:	/s/ Daralyn B. Peifer
	Name: Daralyn B. Peifer
	Title: Vice President, Treasurer

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Bank
By:	/s/ Tony Yung
	Name: Tony Yung
	Title: Vice President
ABN AMRO BANK N.V.
By:	/s/ Michele Costello
	Name: Michele Costello
	Title: Director
By:	/s/ Brendan Korb
	Name: Brendan Korb
	Title: Director
Bank of America, N.A.
By:	/s/ David L. Catherall
	Name: David L. Catherall
	Title: Senior Vice President
THE BANK OF NEW YORK
By:	/s/ John T. Smathers
	Name: John T. Smathers
	Title: Vice President

The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By:	/s/ Victor Pierzchalski
	Name: Victor Pierzchalski
	Title: Vice President & Manager
BARCLAYS BANK PLC
By:	/s/ David Barton
	Name: David Barton
	Title: Associate Director
BNP Paribas
By:	/s/ Andrew Strait
	Name: Andrew Strait
	Title: Managing Director
By:	/s/ Michael Pearce
	Name: Michael Pearce
	Title: Director
CALYON NEW YORK BRANCH
By:	/s/ Greg Hennenfent
	Name: Greg Hennenfent
	Title: Director

By:	/s/ Blake Wright
	Name: Blake Wright
	Title: Managing Director
CITIBANK, N.A.
By:	/s/ Richard M. Levin
	Name: Richard M. Levin
	Title: Vice President
COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
“ROBOBANK INTERNATIONAL” NEW
YORK BRANCH
By:	/s/ Peter Glawe
	Name: Peter Glawe
	Title: Vice President
By:	/s/ Rebecca Morrow
	Name: Rebecca Morrow
	Title: Executive Director
CREDIT SUISSE, Cayman Islands Branch
By:	/s/ Karl Studer
	Name: Karl Studer
	Title: Director
By:	/s/ Alain Schmid
	Name: Alain Schmid
	Title: Assistant Vice President

DEUTCHE BANK AG New York Branch
As Documentation Agent and as a Bank
By:	/s/ Frederick W. Laird
	Name: Frederick W. Laird
	Title: Managing Director
By:	/s/ Heidi Sandquist
	Name: Heidi Sandquist
	Title: Vice President
LEHMAN BROTHERS COMMERCIAL BANK
By:	/s/ Brian McNany
	Name: Brian McNany
	Title: Authorized Signatory
LEHMAN COMMERCIAL PAPER INC.
By:	/s/ Ahuva Schwager
	Name: Ahuva Schwager
	Title: Authorized Signatory
MELLON BANK, N.A.
By:	/s/ John T. Smathers
	Name: John T. Smathers
	Title: First Vice President

Merrill Lynch Bank USA
By:	/s/ David Millett
	Name: David Millett
	Title: Vice President
MIZUHO CORPORATE BANK, LTD.
By:	/s/ Hidekatsu Take
	Name: Hidekatsu Take
	Title: Deputy General Manager
MORGAN STANLEY BANK
By:	/s/ Daniel Twenge
	Name: Daniel Twenge
	Title: Authorized Signatory
SUMITOMO MITSUI BANKING
CORPORATION
By:	/s/ Yoshihiro Hyakutome
	Name: Yoshihiro Hyakutome
	Title: General Manager
SunTrust Bank
By:	/s/ Hugh E. Brown
	Name: Hugh E. Brown
	Title: Director

WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:	/s/ Allison S. Gelfman
	Name: Allison S. Gelfman
	Title: Vice President and Senior Banker
U.S. Bank National Association
By:	/s/ Karen Weathers
	Name: Karen Weathers
	Title: Vice President