General Mills (GIS)

(g)  Legends.  Each of the Notes will bear, to the extent applicable, the legend contained in “Notice to Investors” in the Disclosure Package for the time period and upon the other terms stated therein.

(h)  Written Information Concerning the Offering.  Without the prior written consent of the Initial Purchaser, the Company will not give to any prospective purchaser of the Notes or any other person not in its employ any written information concerning the offering of the Notes other than the Disclosure Package, the Final Offering Memorandum or any other offering materials prepared by or with the prior consent of the Initial Purchaser; provided, that the prior written consent of the Initial Purchaser shall be deemed to have been given in respect of the term sheet described in Section 1(f)(ii) hereof.

(i)  No General Solicitation.  Except following the effectiveness of the Registration Statement (as defined in the Registration Rights Agreement), the Company will not, and will cause its subsidiaries not to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

(j)  No Integration.  The Company will not, and will cause its subsidiaries not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) in a transaction that could be integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of the Notes.

(k)  Information to Publishers.  Any information provided by the Company to publishers of publicly available databases about the terms of the Notes shall include a statement that the Notes have not been registered under the Act and are subject to restrictions under Rule 144A of the Act.