General Mills (GIS)

SECTION 14.02.  Supplemental Indentures with Consent of Security Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Securities under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

(1)     change to the payment due date of the principal or interest on any Security;

(2)     reduce the principal amount, Repurchase Price, Change in Control Repurchase Price or Redemption Price of, or the rate of interest on any Security, whether upon acceleration, repurchase pursuant to Section 3.02, repurchase pursuant to Section 3.03, redemption pursuant to Section 3.01 or otherwise, or alter the manner of calculation of interest, or the rate of accrual thereof on any Security;

(3)     change to the place or currency of payment on any Security;

(4)     impair Holders’ right to sue for payment of any amount due on their Securities;

(5)     modify the provisions of this Indenture relating to the Company’s obligation to repurchase Securities (i) upon the occurrence of a Change in Control, or (ii) on a Repurchase Date;

(6)     impair any right that Holders may have to convert Securities into cash, shares of Common Stock, if any, or other securities or property pursuant to Article V;

(7)     reduce the percentage of Holders of Securities whose consent is needed to modify or amend this Indenture;

(8)     reduce the percentage of Holders of Securities whose consent is needed to waive compliance (whether pursuant to Section 4.07 or otherwise) by the Company with any provision of this Indenture or to waive defaults (whether pursuant to Section 7.13 or otherwise), including a default in the payment of the principal of, or the Redemption Price, Repurchase Price or Change in Control Repurchase Price of, or any interest on, any Security; and

(9)     modify any other aspect of the provisions of this Indenture dealing with modification and waiver of thereof or Holders’ right to convert their Securities.

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It shall not be necessary for any Act of Security Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.