General Mills (GIS)

(d)  Payment for the Notes.  Payment for the Notes shall be made at the Closing Date (and, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company.

(e)  Delivery of the Notes.  The Company shall deliver, or cause to be delivered, to the Initial Purchaser the Firm Notes at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor.  The Company shall also deliver, or cause to be delivered, to the Initial Purchaser the Optional Notes the Initial Purchaser has agreed to purchase at the Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor.  The Notes shall be registered in such names and denominations as the Initial Purchaser shall have requested at least two full business days prior to the Closing Date (or Option Closing Date, if applicable, as the case may be) and shall be made available for inspection on the business day preceding the Closing Date (or the Option Closing Date, if applicable, as the case may be) at a location in New York City as the Initial Purchaser

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may designate.  Delivery of the Notes shall be made through the facilities of The Depository Trust Company unless the Initial Purchaser shall otherwise instruct.  Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchaser.