General Mills (GIS)

SECTION 14.01.  Supplemental Indentures Without Consent of Security Holders.

Without the consent of the Holders of any Securities, the Company and the Trustee for the Securities, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:

(a)     add guarantees with respect to the Securities;

(b)     secure the Securities;

(c)     provide for the assumption by a successor Person (including in connection with any Public Acquirer Change in Control, if applicable) of the Company’s obligations to the Holders of Securities in the case of a merger, consolidation, sale, conveyance, transfer, sale or lease or similar transaction pursuant to Article IX, Section 5.11 or Section 5.01(c) (in the case of a Public Acquirer Change in Control) hereof;

(d)     surrender any right or power herein conferred upon the Company;

(e)     add to the covenants of the Company for the benefit of the Holders of Securities;

(f)     cure any ambiguity or to correct or supplement any provision herein which may be inconsistent with any other provision herein so long as any such change or modification does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities;

(g)     comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;

(h)     establish the form of Securities if issued in definitive form;

(i)     evidence and provide for the acceptance of the appointment under this Indenture of a successor Trustee in accordance with the terms of this Indenture;

(j)     give effect to the election, if any, by the Company, described in Section 5.01(c) upon the occurrence of a Public Acquirer Change in Control;

(k)     conform, as necessary, this Indenture and the Securities to the “Description of the Notes” as set forth in the Offering Memorandum; or

(l)     make other changes to this Indenture or forms or terms of the Securities so long as no such change individually or in the aggregate with all other such changes has or will have an adverse effect on the interests of the Holders of the Securities.

The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such

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supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.