General Mills (GIS)

(f)  The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

(g)  In connection with any repurchase of Securities pursuant to this Section 3.02, the Company shall give written notice of the Repurchase Date to the Holders of the Securities (the “Company Repurchase Notice”).  The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder (and each beneficial owner if required by applicable

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law) of the Securities, in the case of each Holder, at such Holder’s address appearing in the Security Registrar, which notice shall be provided on a date not less than 30 days prior to each Repurchase Date.  All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repurchase pursuant to this Section 3.02 shall be determined by the Company, whose determination shall be final and binding.  Each Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state:

(i)  the Repurchase Date, the Repurchase Price and the Conversion Rate;

(ii)  the name and address of the Paying Agent and the Conversion Agent;

(iii)  that Securities as to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;

(iv)  that Securities must be surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect payment of the Repurchase Price;

(v)  that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause (iv);

(vi)  the procedures the Holder must follow under this Section 3.02;

(vii)  that, unless the Company defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so specified in Section 3.02(a) as the date after which interest ceases to accrue;

(viii)  the CUSIP number of the Securities; and

(ix)  the procedures for withdrawing a Repurchase Notice (as specified in Section 3.04).

(h)  At the Company’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.02, and at the Company’s expense, the Trustee shall give the Company Repurchase Notice in the Company’s name; provided that, in all cases, the text of the Company Repurchase Notice shall be prepared by the Company.