EX-10.2



 Exhibit 10.2 

AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT 

AMENDMENT dated as of September 19, 2014 to the Five-Year Credit Agreement dated as of May 23, 2014 (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. Each of the parties hereto agrees that, effective on the Amendment Effective Date, the Credit Agreement
shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text)
and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto. 

SECTION 3. Representations of Company. The Company represents and warrants that (i) the representations and warranties of the
Company set forth in Article 5 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. Effect of Amendment; Reaffirmation. This Amendment shall constitute a
Loan Document. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Agent under any of the Loan Documents, nor, except as
expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. Without limiting the foregoing, the Company acknowledges and agrees that each Loan Document to which it is a party is hereby confirmed and
ratified and shall remain in full force and effect according to its respective terms. 
 SECTION 7. Effectiveness. This
Amendment shall become effective on the date (the “Amendment Effective Date”) the Agent shall have received from each of the Company and Banks 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.	 	JPMORGAN CHASE BANK, N.A.,
		 	As Administrative Agent and as a Bank
	By:	 	/s/ Marie Pillai	 		 	
	Name:   Marie Pillai	 	By:	 	/s/ Tony Yung	 	
	Title:     Vice President	 	Name:   Tony Yung
		 	Title:     Executive Director
		
	Bank of America, N.A.	 	Barclays Bank PLC
						
	By:	 	/s/ David L. Catherall	 		 	By:	 	/s/ Ronnie Glenn	 	
	Name:   David L. Catherall	 	Name:   Ronnie Glenn
	Title:     Managing Director	 	Title:     Vice President
		
	Citibank, N.A.	 	CREDIT SUISEE AG, CAYMAN ISLANDS
		 	BRANCH
	By:	 	/s/ Nicholas Pateros	 		 	
	Name:   Nicholas Pateros	 	By:	 	/s/ Michael Spaight	 	
	Title:     Vice President	 	Name:   Michael Spaight
		 	Title:     Authorized Signatory
		 	
		 	By:	 	/s/ Stanley Tran	 	
		 	Name:   Stanley Tran
		 	Title:     Authorized Signatory
		
	GOLDMAN SACHS BANK USA	 	MORGAN STANLEY BANK N.A.
						
	By:	 	/s/ Michelle Latzoni	 		 	By:	 	/s/ John Durland	 	
	Name:   Michelle Latzoni	 	Name:   John Durland
	Title:     Authorized Signatory	 	Title:     Authorized Signatory
		
	U.S. BANK NATIONAL ASSOCIATION	 	SANTANDER BANK, N.A.,
	As a Bank	 	
		 	By:	 	/s/ William Maag	 	
	By:	 	/s/ Mila Yakovlev	 		 	Name:   William Maag
	Name:   Mila Yakovlev	 	Title:     Managing Director
	Title:     Vice President	 	









											
	Société Générale	 	Sumitomo Mitsui Banking Corporation
						
	By:	 	/s/ Yao Wang	 		 	By:	 	/s/ David W. Kee	 	
	Name:   Yao Wang	 	Name:   David W. Kee
	Title:     Director	 	Title:     Managing Director
		
	THE BANK OF NEW YORK MELLON	 	The Bank of Yokyo-Mitsubishi UFJ, Ltd.
						
	By:	 	/s/ John T. Smathers	 		 	By:	 	/s/ Christine Howatt	 	
	Name:   John T. Smathers	 	Name:   Christine Howatt
	Title:     First Vice President	 	Title:     Authorized Signatory
		
	WELLS FARGO BANK, NATIONAL	 	AGFIRST FARM CREDIT BANK
	ASSOCIATION	 		 		 	
		 	By:	 	/s/ Steven J. O’Shea	 	
	By:	 	/s/ Daniel R. Van Aken	 		 	Name:   Steven J. O’Shea
	Name:   Daniel R. Van Aken	 	Title:     Vice President
	Title:     Director	 	
		
	Bank of China, New York Branch	 	ICICI Bank Limited, New York Branch, as a
		 	Bank
	By:	 	/s/ Haifeng Xu	 		 	
	Name:   Haifeng Xu	 	By:	 	/s/ Akashdeep Sarpal	 	
	Title:     Executive Vice President	 	Name:   Akashdeep Sarpal
		 	Title:     Joint General Manager
		
	NATIONAL AUSTRALIA BANK LIMITED	 	Standard Chartered Bank
						
	By:	 	/s/ Marcio Borkol	 		 	By:	 	/s/ Felipe Macia	 	
	Name:   Marcio Borkol	 	Name:   Felipe Macia A2789
	Title:     Director	 	Title:     Managing Director
		 	              Syndications, Americas
				
		 	By:	 	/s/ Hsing H. Huang	 	
		 	Name:   Hsing H. Huang
		 	Title:     Associate Director
		 	              Standard Chartered Bank NY








 EXHIBIT A 

Amendments to Credit Agreement 

SECTION 6.06. Payment of Obligations. The Company
shallwill, and
shallwill cause each of its Material Subsidiaries to, pay and discharge as the same
shall become due and payable, all their respectiveits
obligations and liabilities,
including: 
 (a) all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same arethat, collectively or individually, if not
paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by
appropriate proceedings and, (b) the
Company or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP are being maintained by the Company or suchand (c) the
failure to make payment pending such contest could not reasonably be expected to result in a Material
Subsidiary;Adverse Effect. 
 (b) all lawful claims which, if unpaid,
would by law become a Lien upon its Property, unless the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by the Company or such Material Subsidiary;
and 
 (c) all
Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.