General Mills (GIS)

the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

(e)  Rule 144A Information.  For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company shall provide to any holder of the Notes or to any prospective purchaser of the Notes designated by any holder, upon request of such holder or prospective purchaser, information required to be provided by Rule 144A(d)(4) of the Securities Act if, at the time of such request, the Company is not subject to the reporting requirements under Section 13 or 15(d) of the Exchange Act.

(f)  Compliance with Securities Law.  During the period beginning on the Applicable Time and ending on the date which is the earlier of nine months after the Applicable Time or the completion of the resale of the Notes by the Initial Purchaser (as notified by the Initial Purchaser to the Company), the Company will comply with all applicable securities and other laws, rules and regulations in all material respects, including, without limitation, the Sarbanes-Oxley Act, and use its reasonable best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.