General Mills (GIS)

        5.6     Withdrawal.

        (a)    The Managing Member may at any time deliver to the Members written notice of the Managing Member’s intent to withdraw as a manager of the Company (within the meaning of the Act).

        (b)    In the event that the Managing Member seeks to withdraw as a manager of the Company, the Managing Member shall remain as a manager until a successor manager is appointed. A successor manager shall be appointed by the Managing Member; provided that (i) any successor manager shall be an Affiliate of GMI, (ii) at least 30 days’ written notice of such appointment is given to all the Class A Limited Members and Class B Limited Members, and (iii) the Required Class A Limited Members and the Required Class B Limited Members have approved of such appointment.

        (c)    Any withdrawal of the Managing Member as a manager shall not affect the status of such Managing Member as a Member, except to the extent otherwise provided in this Agreement, including, without limitation, Section 11.

        Notwithstanding the foregoing, while GMI or any of its Subsidiaries is the Managing Member, upon any Transfer by the Managing Member of all or any portion of the Managing Membership Interest to GMI or any of its Subsidiaries satisfying the requirements set forth in Section 11.2(a), such Permitted Transferee may, at the election of the Managing Member, succeed to the rights of the Managing Member hereunder to be the manager of the Company (within the meaning of the Act), without obtaining the consent of the Required Class A Limited Members and Required Class B Limited Members and, in such event, such successor shall be deemed admitted to the Company as a manager (within the meaning of the Act) and shall have all rights of the Managing Member hereunder.