FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

          This First Supplemental Indenture, dated as of May 18, 2009 (this “ Supplemental Indenture ”), is entered into between GENERAL MILLS, INC., a Delaware corporation (the “ Company ”), and U.S. BANK NATIONAL ASSOCIATION (f/k/a First Trust of Illinois, National Association), as Trustee (the “ Trustee ”).

WITNESSETH:

           WHEREAS , the Company and the Trustee have entered into that certain Indenture, dated as of February 1, 1996 (the “ Indenture ”);

           WHEREAS , Section 901(5) of the Indenture provides that the Company and the Trustee may amend the Indenture without the consent of any Holder with respect to Securities of any series created after the date hereof (the “Affected Securities”); and

           WHEREAS , the Company and the Trustee desire to amend Section 704 of the Indenture as it applies to Affected Securities.

           NOW, THEREFORE , for and in consideration of the premises set forth above, each of the Company and the Trustee agrees for the benefit of the other party and for the equal and ratable benefit of the Holders of the Affected Securities as follows:

ARTICLE 1

DEFINITIONS

           Section 1.01. All capitalized terms which are used herein and not otherwise defined herein are defined in the Indenture and are used herein with the same meanings as in the Indenture.

ARTICLE 2

AMENDMENTS

           Section 2.01. Section