General Mills (GIS)

(b)  No Material Adverse Change or Rating Agency Change.  For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Notes, the Option Closing Date:

(i)            in the sole judgment of the Initial Purchaser there shall not have occurred any Material Adverse Change that makes it impractical or inadvisable to proceed with the offering and delivery of the Notes as contemplated by the Disclosure Package and the Final Offering Memorandum; and

(ii)           there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any debt securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

(c)  Opinion of Counsel for the Company.  On each of the Closing Date and the Option Closing Date, if applicable, the Initial Purchaser shall have received the favorable opinion of Siri S. Marshall, General Counsel of the Company, dated as of such Closing Date, the form of which is attached as Exhibit A.

(d)  Opinion of Counsel for the Initial Purchaser.  On each of the Closing Date and the Option Closing Date, if applicable, the Initial Purchaser shall have received the favorable opinion of Davis Polk & Wardwell, counsel for the Initial Purchaser, dated as of such Closing Date, in form and substance satisfactory to, and addressed to, the Initial Purchaser, with respect to the

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issuance and sale of the Notes, the Disclosure Package, the Final Offering Memorandum and other related matters as the Initial Purchaser may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(e)  Officers’ Certificate.  On each of the Closing Date and the Option Closing Date, if applicable, the Initial Purchaser shall have received a written certificate executed by the Chairman of the Board or the President or any Vice President and the principal financial or accounting officer of the Company, dated as of such Closing Date, to the effect set forth in subsection (b)(ii) of this Section 5, and further to the effect that:

(i)            for the period from and after the date of this Agreement and prior to such Closing Date there has not occurred any Material Adverse Change;

(ii)           the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such Closing Date; and

(iii)          the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.

(f)  Bring-down Comfort Letter.  On each of the Closing Date and the Option Closing Date, if applicable, the Initial Purchaser shall have received from KPMG LLP, independent registered public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Initial Purchaser, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date or Option Closing Date, as the case may be.

(g)  Registration Rights Agreement.  The Company and the Initial Purchaser shall have executed and delivered the Registration Rights Agreement (in form and substance satisfactory to the Initial Purchaser), and the Registration Rights Agreement shall be in full force and effect.