General Mills (GIS)

(e)  Offering Memoranda.  The Company hereby confirms that it has authorized the use of the Disclosure Package, including the Preliminary Offering Memorandum, and the Final

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Offering Memorandum in connection with the offer and sale of the Notes by the Initial Purchaser.  Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Disclosure Package or the Final Offering Memorandum complied or will comply when it is filed in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder.  The Preliminary Offering Memorandum, at the date thereof, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  At the date of this Agreement, on the Closing Date and the Option Closing Date (as defined below), if applicable, the Final Offering Memorandum did not and will not (and any amendment or supplement thereto, at the date thereof, at the Closing Date and the Option Closing Date, if applicable, will not) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Final Offering Memorandum in reliance upon and in conformity with written information furnished to the Company by or on the behalf of the Initial Purchaser specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on the behalf of the Initial Purchaser consists of the information described as such in Section 8 hereof.

(f)  Disclosure Package.  The term “Disclosure Package” shall mean (i) the Preliminary Offering Memorandum, as amended and supplemented as of the Applicable Time (as defined below), (ii) a term sheet substantially in the form attached as Schedule A hereto indicating the aggregate principal amount of Notes being sold, the price at which the Notes will be sold, the conversion ratio of the Notes and any other material terms (the “Final Term Sheet”) and (iii) any other writings that the parties expressly agree in writing to treat as part of the Disclosure Package (“Issuer Written Information”).  The Disclosure Package as of 9 pm (Eastern time) on the date hereof (the “Applicable Time”) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser consists of the information described as such in Section 8 hereof.

(g)  Offering Materials Furnished to Initial Purchaser.  The Company has delivered to the Initial Purchaser copies of the materials contained in the Disclosure Package and will deliver the Final Offering Memorandum, each as amended or supplemented, in such quantities and at such places as the Initial Purchaser has reasonably requested.