<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>9
<FILENAME>genmills024644_ex99-4.txt
<DESCRIPTION>AMENDMENT NO. 3 TO CREDIT AGREEMENT
<TEXT>
                                                                    EXHIBIT 99.4


                       AMENDMENT NO. 3 TO CREDIT AGREEMENT

         This Amendment No. 3 (this "Amendment") is entered into as of August
26, 2002 by and among General Mills, Inc., a Delaware corporation (the
"Company"), the several financial institutions party hereto (collectively, the
"Banks"; individually, a "Bank"), JPMorgan Chase Bank (as successor in interest
to 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 (as amended 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.

         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 definition of Ratio of Earnings to Fixed
         Charges in Section 1.01 is amended by adding the following proviso at
         the end of the first sentence thereof:

                           ; PROVIDED further that for any period which includes
         one or more of the fiscal quarters ended November 25, 2001, February
         24, 2002 and May 26, 2002, such computation shall be adjusted to
         exclude the effect of unusual items in the amounts of $109 million, $39
         million and $57 million, respectively, for such fiscal quarters.

                           (b) The first sentence of Section 7.06 is amended to
         read as follows:

                           The Company shall not permit its Ratio of Earnings to
         Fixed Charges as determined for any period of four (4) consecutive
         fiscal quarters of the Company to be less than (i) for any such period
         ending on or prior to May 26, 2002 or on or after May 25, 2003, 2.5 to
         1.0; (ii) for any such period ending on August 25, 2002 or November 24,
         2002, 2.0 to 1.0 and (iii) for such period ending on February 23, 2003,
         2.25 to 1.0.

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

<PAGE>


                           (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 this Amendment executed by
the Company and the Majority Banks.

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

<PAGE>


                  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 VanBenschoten
                                         ---------------------------------------
                                     Title: Vice President, Treasurer


                                     JPMORGAN CHASE BANK,
                                     as Administrative Agent and as a Bank


                                     By: /s/ B. B. Wuthrich
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     CITIBANK, N.A.,
                                     as Syndication Agent


                                     By: /s/ Anita J. Brickell
                                         ---------------------------------------
                                     Name: Anita J. Brickell
                                           -------------------------------------
                                     Title: Vice President
                                            ------------------------------------


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


                                     By: /s/ Patricia O'Kicki
                                         ---------------------------------------
                                     Name: Patricia O'Kicki
                                           -------------------------------------
                                     Title: Director, Banking Products Services
                                            ------------------------------------


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



  [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement]

<PAGE>


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


                                     By: /s/ William W. McGinty
                                         ---------------------------------------
                                     Name: William W. McGinty
                                           -------------------------------------
                                     Title: Director
                                            ------------------------------------

                                     By: /s/ Thomas A. Foley
                                         ---------------------------------------
                                     Name: Thomas A. Foley
                                           -------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     CITICORP USA, INC.,
                                     as a Bank


                                     By: /s/ Emily Rosenstock Peltz
                                         ---------------------------------------
                                     Name: Emily Rosenstock Peltz
                                           -------------------------------------
                                     Title: Managing Director
                                            ------------------------------------


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


                                     By: /s/ David Catherall
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     BARCLAYS BANK PLC,
                                     as a Bank


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


                                     CREDIT SUISSE FIRST BOSTON,
                                     as a Bank


                                     By: /s/ Karl Studer
                                         ---------------------------------------
                                     Title: Director
                                            ------------------------------------

                                     By: /s/ Karin Zehnder
                                         ---------------------------------------
                                     Title: Assistant Vice President
                                            ------------------------------------



  [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement]

<PAGE>


                                     AIB INTERNATIONAL FINANCE,
                                     as a Bank


                                     By: /s/ Grace Gilligan
                                         ---------------------------------------
                                     Title: Manager
                                            ------------------------------------


                                     BANCA NAZIONALE DEL LAVORO, SPA,
                                     as a Bank


                                     By:
                                         ---------------------------------------
                                     Title:
                                            ------------------------------------


                                     BANQUE ET CAISSE D'EPARGNE,
                                     as a Bank


                                     By: /s/ Jean Pierre Thein
                                         ---------------------------------------
                                     Title: Deputy Head of Department
                                            ------------------------------------

                                     By: /s/ John Dhur
                                         ---------------------------------------
                                     Title: Directeur adjoint Chef de Service
                                            ------------------------------------


                                     MIZUHO CORPORATE BANK, LTD., As Successor
                                     to DAI-ICHI KANGYO BANK


                                     By: /s/ Peter L. Chinnici
                                         ---------------------------------------
                                     Title: Senior Vice President and Group Head
                                            ------------------------------------



                                     FARM CREDIT BANK OF WICHITA,
                                     as a Bank


                                     By:
                                         ---------------------------------------
                                     Title:
                                            ------------------------------------



  [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement]

<PAGE>


                                     FARM CREDIT SERVICE OF AMERICA, PCA,
                                     as a Bank


                                     By:
                                         ---------------------------------------
                                     Title:
                                            ------------------------------------


                                     SUMITOMO MITSUI BANKING CORPORATION,
                                     as a Bank


                                     By:
                                         ---------------------------------------
                                     Title:
                                            ------------------------------------


                                     UFJ BANK LIMITED,
                                     as a Bank


                                     By: Lee E. Prewitt
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------



  [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement]

</TEXT>
</DOCUMENT>
