<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>genmills014690_ex99-2.txt
<DESCRIPTION>AMENDMENT TO CREDIT AGREEMENT
<TEXT>
                                                                    EXHIBIT 99.2



                       AMENDMENT NO. 1 TO CREDIT AGREEMENT
                       -----------------------------------

     This Amendment No. 1 (this "Amendment") is entered into as of November 9,
2001 by and among General Mills, Inc., a Delaware corporation (the "Company"),
the several financial institutions party hereto (collectively, the "Banks";
individually, a "Bank"), Morgan Guaranty Trust Company of New York, as
Administrative Agent, Citibank, N.A., as Syndication Agent, and UBS AG, Stamford
Branch and Deutsche Bank AG New York Branch, as Co-Documentation Agents.

                                    RECITALS
                                    --------

     A. The Company, the Agents and the Banks are party to that certain 364-Day
Credit Agreement dated as of October 30, 2001 (the "Credit Agreement"). Unless
otherwise specified herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them by the Credit Agreement.

     B. The Company, the Agents and the Banks wish to amend the Credit Agreement
on the terms and conditions set forth below.

     C. The Banks are willing to increase their Revolving Commitments, as more
fully set forth herein.

     Now, therefore, in consideration of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:

          1. Amendment to Credit Agreement. Upon the "Effective Date" (as
defined below), the Credit Agreement shall be amended as follows:

                    (a) The cover page of the Credit Agreement shall be amended
          by deleting the dollar amount "$4,950,000,000" and replacing such
          dollar amount with the dollar amount "$6,000,000,000."

                    (b) The definition of "Aggregate Revolving Commitment" set
          forth in Section 1.01 of the Credit Agreement is amended by deleting
          the "Four Billion Nine Hundred Fifty Million Dollars" ($4,950,000,000)
          and replacing such dollar amount with the dollar amount "Six Billion
          Dollars ($6,000,000,000)."

                    (c) The definition of "Revolving Termination Date" set forth
          in Section 1.01 of the Credit Agreement shall be amended by deleting
          clause (d) thereof in its entirety and replacing such clause with the
          following:


<PAGE>


                    "(d) the date on which the Net Cash Proceeds of all
          Prepayment Events occurring after the Closing Date aggregate
          $6,000,000,000 or more."

          (d) The following new definitions are inserted into Section 1.01 of
     the Credit Agreement in appropriate alphabetical order:

                    "Net Cash Proceeds" of any Prepayment Event shall mean (a)
          with respect to the issuance of Indebtedness described in clause (a)
          of the definition of "Prepayment Event," the aggregate cash proceeds
          received by the Company or any Subsidiary pursuant to such issuance,
          net of the direct costs relating to such issuance (including sales and
          underwriter's commissions and legal, accounting, rating agency and
          investment banking fees), (b) with respect to the disposition of
          assets described in clause (b) of such definition, the aggregate cash
          proceeds received by the Company or any of its Subsidiaries pursuant
          to and in consideration for such disposition, net of reasonable and
          customary transaction costs, fees, expenses and taxes attributable to
          such transaction, and (c) with respect to the disposition of assets
          described in clause (c) of such definition, the aggregate cash
          proceeds received by the Company or any of its Subsidiaries, net of an
          escrow deposit of $5,000,000 required pursuant to the applicable asset
          purchase agreement and net of reasonable and customary transaction
          costs, fees, expenses and taxes attributable to such transaction.

                    "Prepayment Event" shall mean any of (a) the issuance by the
          Company or any Subsidiary of any new public or private Indebtedness
          which matures 364 days or more after the date of issuance thereof, (b)
          any disposition of all or a portion of Pillsbury's joint venture
          interest in Ice Cream Partners, LLC, or (c) any disposition of any
          assets of the Company or any of its Subsidiaries to International
          Multifoods Corporation.

          (e) Section 2.07(b) of the Credit Agreement shall be deleted in its
     entirety and replaced with the following:

                    (b) If, at any time after the Closing Date, the Company
          anticipates that any Prepayment Event is going to occur, the Company
          shall, at least two Business Days prior to the anticipated Prepayment
          Event, notify the Administrative Agent of the estimated Net Cash
          Proceeds, if any, of such Prepayment Event to be received by the
          Company or any of its Subsidiaries in respect thereof. Promptly upon
          receipt by the Company or any of its Subsidiaries, as the case may be,
          of the Net Cash Proceeds of such Prepayment Event, the Company shall
          notify the Administrative Agent of the occurrence of such Prepayment
          Event and the amount of Net Cash Proceeds received in connection
          therewith and the Aggregate Revolving Commitment shall be
          automatically permanently reduced by an amount equal to such Net Cash
          Proceeds. Any such reduction of the Aggregate Revolving Commitment
          shall be applied to each Bank's Revolving Commitment in accordance
          with such Bank's Commitment Percentage. If as a result of such
          reduction, the aggregate principal amount of outstanding Revolving
          Loans shall exceed the Aggregate Revolving Commitment


<PAGE>


          then in effect, the Company shall immediately prepay the Revolving
          Loans by an amount equal to such excess, together with interest
          accrued thereon and any amounts required pursuant to Section 3.04.

          (f) Schedule 2.01 to the Credit Agreement shall be deleted in its
     entirety and replaced with Schedule 2.01, attached to this Amendment.

          2. Representations and Warranties of the Company. The Company
represents and warrants that:

                    (a) The Company has the requisite power and authority and
         legal right to execute and deliver this Amendment and to perform its
         Obligations hereunder. The execution and delivery by the Company of
         this Amendment and the performance of its Obligations hereunder have
         been duly authorized by all necessary corporate action, and this
         Amendment constitutes a legal, valid and binding obligation of the
         Company enforceable against the Company in accordance with its terms,
         except as enforceability may be limited by applicable bankruptcy,
         insolvency or similar law affecting the enforcement of creditors'
         rights generally or by equitable principles relating to enforceability;

                    (b) Each of the representations and warranties contained in
          the Credit Agreement is true and correct in all material respects on
          and as of the date hereof as if made on the date hereof; and

                    (c) After giving effect to this Amendment, no Default or
          Event of Default has occurred and is continuing.

          3. Effective Date. Section 1 of this Amendment shall become effective
upon receipt by the Administrative Agent of all of the following, in form and
substance satisfactory to the Administrative Agent and each Bank and in
sufficient copies for the Administrative Agent and each Bank:

                    (a) this Agreement executed by the Company, each Agent and
          each Bank;

                    (b) copies of the resolutions of the board of directors of
          the Company approving and authorizing the execution, delivery and
          performance by the Company of the Amendment and the other Loan
          Documents to be delivered hereunder, and authorizing the borrowing of
          the Loans, certified as of the date hereof by the Secretary or an
          Assistant Secretary of the Company;

                    (c) A certificate of the Secretary or Assistant Secretary of
          the Company, certifying the names and true signatures of the officers
          of the Company authorized to execute, deliver and perform the
          Amendment and all other Loan Documents to be delivered hereunder and
          certifying that the articles or certificate of incorporation and
          by-laws of the Company are in full force and effect and have not been
          amended since the Closing Date;


<PAGE>


                    (d) A bring-down good standing certificate for the Company
          from the Secretary of State (or similar, applicable Governmental
          Authority) of its state of incorporation by facsimile, dated the date
          hereof;

                    (e) An opinion of Elizabeth Wittenberg, Assistant General
          Counsel of the Company, addressed to the Agents and the Banks, in form
          and substance satisfactory to the Administrative Agent;

                    (f) The Company shall have repaid all Loans, together with
          interest and fees with respect thereto and shall have paid all accrued
          and unpaid fees, costs and expenses to the extent then due and payable
          on the date hereof, together with Attorney Costs of Morgan to the
          extent invoiced prior to or on the Effective Date, together with such
          additional amounts of Attorney Costs as shall constitute Morgan's
          reasonable estimate of Attorney Costs incurred or to be incurred
          through the closing proceedings, provided that such estimate shall not
          preclude final settling of accounts between the Company and Morgan
          thereafter; including any such costs, fees and expenses arising under
          or referenced in Sections 3.01, 10.04 and the Fee Letter;

                    (g) A certificate signed by a Responsible Officer, dated as
          the date hereof, stating that the representations and warranties
          contained in Article 5 are true and correct on and as of such date, as
          though made on and as of such date; no Default or Event of Default
          exists; and

                    (h) such other approvals, opinions, documents or materials
          as the Administrative Agent or any Bank may reasonably request.

          4. Reference to and Effect Upon the Credit Agreement.

                    (a) Except as specifically amended above, the Credit
          Agreement and the other Loan Documents shall remain in full force and
          effect and are hereby ratified and confirmed.

                    (b) The execution, delivery and effectiveness of this
          Amendment shall not operate as a waiver of any right, power or remedy
          of any Agent or Bank under the Credit Agreement or any Loan Document,
          nor constitute a waiver of any provision of the Credit Agreement or
          any Loan Document, except as specifically set forth herein. Upon the
          effectiveness of this Amendment, each reference in the Credit
          Agreement to "this Agreement", "hereunder", "hereof", "herein" or
          words of similar import shall mean and be a reference to the Credit
          Agreement as amended hereby.

          5. Costs and Expenses. The Company hereby affirms its obligation under
Section 10.4 of the Credit Agreement to pay or reimburse Morgan (including in
its capacity as Administrative Agent) within fifteen Business Days after demand
(subject to Section 4.01(e) of the Credit Agreement) for all reasonable,
demonstrable costs and out-of-pocket expenses incurred by Morgan (including in
its capacity as Administrative Agent) in connection with the development,
preparation, delivery and execution of, and any amendment, supplement, waiver or
modification to (in each case, whether or not consummated), the Credit
Agreement, any Loan Document and any other documents prepared in connection
therewith, including but not limited


<PAGE>


to this Amendment, and the consummation of the transactions contemplated hereby
and thereby, including the reasonable Attorney Costs incurred by Morgan.

          6. GOVERNING LAW AND JURISDICTION.

                    (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
          ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE
          AGENTS AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
          LAW.

                    (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
          AMENDMENT AND ANY OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF
          THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
          DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
          EACH OF THE COMPANY, THE AGENTS AND THE BANKS CONSENTS, FOR ITSELF AND
          IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
          COURTS. EACH OF THE COMPANY, THE AGENTS AND THE BANKS IRREVOCABLY
          WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
          OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
          HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
          JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED
          HERETO. THE COMPANY, THE AGENTS AND THE BANKS EACH WAIVE PERSONAL
          SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE
          BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

          7. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.

          8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.

                            [signature pages follow]


<PAGE>


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


                                     GENERAL MILLS, INC.


                                     By:    /s/ David B. VanBenschoten
                                            ------------------------------------
                                     Title: Vice President, Treasurer


                                     MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                                     as Administrative Agent and as a Bank


                                     By:    /s/ Susan L. Pearson
                                            ------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     CITIBANK, N.A.,
                                     as Syndication Agent


                                     By:    /s/ Steven R. Victorin
                                            ------------------------------------
                                     Name:  Steven R. Victorin
                                            ------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     UBS AG, STAMFORD BRANCH, as Co-
                                     Documentation Agent and as a Bank


                                     By:    /s/ Wilfred B. Saint
                                            ------------------------------------
                                     Name:  Wilfred B. Saint
                                            ------------------------------------
                                     Title: Associate Director, Banking Products
                                            ------------------------------------
                                            Services, US
                                            ------------------------------------


                                     By:    /s/ Susan Brunner
                                            ------------------------------------
                                     Name:  Susan Brunner
                                            ------------------------------------
                                     Title: Associate Director, Banking Products
                                            ------------------------------------
                                            Services, US
                                            ------------------------------------

  [signature page to Amendment No. 1 to 364-Day General Mills Credit Agreement]


<PAGE>


                                         DEUTSCHE BANK AG NEW YORK BRANCH,
                                         as Co-Documentation Agent and as a Bank

                                         By:    /s/ Frederick W. Laird
                                                --------------------------------
                                         Name:  Frederick W. Laird
                                                --------------------------------
                                         Title: Managing Director
                                                --------------------------------


                                         By:    /s/ Alexander Karow
                                                --------------------------------
                                         Name:  Alexander Karow
                                                --------------------------------
                                         Title: Vice President
                                                --------------------------------


                                         CITICORP USA, INC.,
                                         as a Bank

                                         By:    /s/ Mary L. O'Connell
                                                --------------------------------
                                         Title: Vice President
                                                --------------------------------


                                         BANK OF AMERICA, N.A.,
                                         as a Bank


                                         By:    /s/ Lynn Durning
                                                --------------------------------
                                         Title: Managing Director
                                                --------------------------------


                                         BARCLAYS BANK PLC,
                                         as a Bank


                                         By:    /s/ L. Peter Yetman
                                                --------------------------------
                                         Title:
                                                --------------------------------


                                         CREDIT SUISSE FIRST BOSTON,
                                         as a Bank


                                         By:      /s/ David W. Kratovil
                                                --------------------------------
                                         Title: Director
                                                --------------------------------


                                         By:    /s/ Jay Chall
                                                --------------------------------
                                         Title: Director
                                                --------------------------------


  [signature page to Amendment No. 1 to 364-Day General Mills Credit Agreement]


<PAGE>


                                  SCHEDULE 2.01

BANK                                                        REVOLVING COMMITMENT
Morgan Guaranty Trust Company of New York                     $  857,500,000
Citicorp USA, Inc.                                            $  857,500,000
Deutsche Bank AG New York Branch                              $  857,000,000
UBS AG, Stamford Branch                                       $  857,000,000
Bank of America, N.A.                                         $  857,000,000
Barclays Bank PLC                                             $  857,000,000
Credit Suisse First Boston                                    $  857,000,000
                                                              --------------
Aggregate Revolving Commitment                                $6,000,000,000

</TEXT>
</DOCUMENT>
