General Mills (GIS)

(b)  The Closing Date.  Delivery of the Firm Notes to be purchased by the Initial Purchaser and payment therefor shall be made at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York (or such other place as may be agreed to by the Company and the Initial Purchaser) at 10:00 a.m. New York time, on April 11, 2007, which date and time may be postponed by agreement between the Initial Purchaser and the Company (the time and date of such closing are called the “Closing Date”).

(c)  The Optional Notes; the Option Closing Date.  In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Initial Purchaser to purchase up to $150,000,000 in aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchaser for the Firm Notes.  The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Initial Purchaser to the Company.  Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount) of Optional Notes as to which the Initial Purchaser is exercising the option, (ii) the names and denominations in which the Optional Notes are to be registered and (iii) the time, date and place at which such Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term “Closing Date” shall refer to the time and date of delivery of the Firm Notes and the Optional Notes).  Such time and date of delivery, if subsequent to the Closing Date, is called the “Option Closing Date” and shall be determined by the Initial Purchaser.  Such date may be the same as the Closing Date but not earlier than the Closing Date nor earlier than three or later than 10 business days after the date of such notice and in no case later than the end of the 13-day period commencing on and including the date of original issuance of the Notes.  The Initial Purchaser may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.