Amendment No. 1 to Five-Year Credit Agreement



 Exhibit 10.31 
 AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT 
 AMENDMENT dated as of
May 18, 2012 to the Five-Year Credit Agreement dated as of April 16, 2012 (the “Credit Agreement”) among GENERAL MILLS, INC. (the “Company”), the several financial institutions from time to time party
thereto (collectively, the “Banks”; individually, a “Bank”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Agent”). 

The parties hereto agree as follows: 
 SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the
Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in
the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. 
 SECTION
2 . Amendment. Section 7.04 of the Credit Agreement is amended to read as follows: 

Section 7.04. Transactions with Affiliates. The Company shall not, and shall not suffer or permit any of its
Subsidiaries to, enter into any transaction with any Affiliate of the Company or of any such Subsidiary (other than the Company or a Subsidiary) except (a) as expressly permitted by this Agreement, (b) in connection with the repurchase by
the Company of common stock of the Company, or (c) in the Ordinary Course of Business and pursuant to the reasonable conduct of the business of the Company or such Subsidiary. 

SECTION 3 . Representations of Company. The Company represents and warrants that (i) the representations and warranties of
the Company set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Default or Event of Default will have occurred and be continuing on such date. 

SECTION 4 . Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

 SECTION 5 . Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page hereto by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be as
effective as delivery of a manually executed counterpart hereof. 







 SECTION 6 . Effectiveness. This Amendment shall become effective on the date (the
“Amendment Effective Date”) the Agent shall have received from each of the Company and Bank comprising the Majority Banks a counterpart hereof signed by such party. 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. 

 

			
	GENERAL MILLS, INC.
		
	By:	 	/s/ Mike Zechmeister
		 	Name: Mike Zechmeister
		 	Title: Vice President, Treasurer
	
	 JPMORGAN CHASE BANK, N.A.,
 as Administrative Agent and as a Bank

		
	By:	 	/s/ Tony Yung
		 	Name: Tony Yung
		 	Title: Executive Director
	
	AgFirst Farm Credit Bank
		
	By:	 	/s/ Bruce B. Fortner
		 	Name: Bruce B. Fortner
		 	Title: Vice President
	
	Bank of China, New York Branch
		
	By:	 	/s/ Haifeng Xu
		 	Name: Haifeng Xu
		 	Title: Assistant General Manager
	
	BARCLAYS BANK PLC
		
	By: 	 	/s/ Ronnie Glenn
		 	Name: Ronnie Glenn
		 	Title: Vice President









 
			
	
	COBANK, ACB
		
	By:	 	/s/ Michael Tousignant
		 	Name: Michael Tousignant
		 	Title: Vice President
	
	CREDIT SUISSE AG, Cayman Islands Branch
		
	By:	 	/s/ Karl Studer
		 	Name: Karl Studer
		 	Title: Director
		
	By:	 	/s/ Stephan Brechtbuehl
		 	 Name: Stephan Brechtbuehl

		 	 Title: Assistant Vice President

	
	Deutsche Bank AG New York Branch
		
	By:	 	/s/ Heidi Sandquist
		 	Name: Heidi Sandquist
		 	Title: Director
		
	By:	 	/s/ Ming K. Chu
		 	Name: Ming K. Chu
		 	Title: Vice President
	
	GOLDMAN SACHS BANK USA
		
	By:	 	/s/ Michelle Latzoni
		 	Name: Michelle Latzoni
		 	Title: Authorized Signatory
	
	Morgan Stanley Bank, N.A.
		
	By:	 	/s/ Christopher Winthrop
		 	Name: Christopher Winthrop
		 	Title: Authorized Signatory
	
	SOCIETE GENERALE
		
	By: 	 	/s/ Yao Wang
		 	Name: Yao Wang
		 	Title: Director









 
			
	
	Standard Chartered Bank
		
	By:	 	/s/ James P. Hughes
		 	Name: James P. Hughes
		 	Title: Director
		
	By:	 	/s/ Robert K. Reddington
		 	 Name:  Robert K. Reddington

		 	 Title:    Credit Documentation Manager
Credit Documentation
Unit,
WB Legal-Americas

	
	SUMITOMO MITSUI BANKING CORPORATION
		
	By:	 	/s/ David Kee
		 	Name: David Kee
		 	Title: Managing Director
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By:	 	/s/ Christine Howatt
		 	Name: Christine Howatt
		 	Title: Authorized Signatory
	
	 U.S. BANK NATIONAL ASSOCIATION
 as a Bank

		
	By: 	 	/s/ Ludmila Yakovlev
		 	Name: Ludmila Yakovlev
		 	Title: AVP