SUPPLEMENTAL MARKETING AGREEMENT



 





Exhibit 4.8



SUPPLEMENTAL MARKETING AGREEMENT AND WAIVER BY AND AMONG GENERAL MILLS,

INC., DIAGEO ATLANTIC HOLDING B.V. AND DIAGEO PLC

(the “AGREEMENT”)




     WHEREAS, Diageo plc and certain of its subsidiaries (“Parent”) own
79,000,000 shares of Common Stock, par value $0.10 per share (including the
related preferred share purchase rights, the “Common Stock”), of General Mills,
Inc. (the “Company”),



     WHEREAS, Parent and the Company wish to facilitate an orderly disposition
of up to 49,907,680 shares of Common Stock owned by Parent,



     WHEREAS, the Company or a third party may issue equity-linked securities
in connection with and to facilitate the distribution of Common Stock
contemplated herein,



     WHEREAS, the Company, Gramet Holdings Corp. and Parent have entered into a
Stockholders Agreement dated as of October 31, 2001 (the “Stockholders
Agreement”) setting forth certain terms and conditions concerning, among other
things, Parent’s disposition of the Common Stock owned by it, and



     WHEREAS, Diageo Atlantic Holding B.V. holds the shares of Common Stock
originally held by Gramet Holdings Corp. subject to the provisions of the
Stockholders Agreement,



     NOW, THEREFORE, in consideration of the mutual agreements set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:



     1. Each party covenants and agrees that it will work in good faith toward
the implementation of a Marketed Structured Transaction in accordance with this
Agreement and, except as set forth herein, the Stockholders Agreement;
provided, that this covenant shall expire on the first anniversary of the date
on which the Universal Shelf is declared effective under the Securities Act.
Further, if any shares of Common Stock are sold in accordance with this
Agreement, Parent shall receive all benefits of Section 5.4 and Section 5.6 of
the Stockholders Agreement as if they applied to such sale, except as set forth
herein. Except as set forth in paragraph 2 below, nothing contained in this
Agreement shall relieve the Company of any of its obligations under Article V
of the Stockholders Agreement or otherwise affect or limit Parent’s ability to
sell its shares of Common Stock (otherwise than pursuant to the Universal
Shelf) in accordance with any provision of the Stockholders Agreement. For the
avoidance of doubt, any sale of Common Stock in accordance with the terms of
this Agreement will not be deemed to have been made pursuant to a Demand
Request and, accordingly, Section 5.7 of the Stockholders Agreement will not
apply to any such sale.



     2. The Company agrees to file the Universal Shelf as soon as is
practicable after the execution of this Agreement. The inclusion in the
Universal Shelf of 49,907,680



 









 







shares of Common Stock owned by Parent on the terms set forth in this
Agreement shall be in lieu of any piggy-back registration rights with respect
to the Universal Shelf that Parent or the Shareholder Group might otherwise
have had pursuant to Section 5.2 of the Stockholders Agreement, and Parent
hereby waives on behalf of itself and the Shareholder Group any such piggy-back
registration rights with respect to the Universal Shelf. Except as set forth
herein, no party to this Agreement shall be under any obligation at any time to
sell securities under the Universal Shelf.



     3. Parent hereby agrees not to sell any shares of Common Stock under the
Universal Shelf except (a) in a Marketed Structured Transaction or a Bought
Transaction or (b) with the express written consent of the Company in its sole
discretion. Until Parent has sold 49,907,680 shares of Common Stock (not
including shares of Common Stock transferred to Parent’s pension fund), the
Company agrees not to sell or participate in the sale of any equity securities
(as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as
amended) of the Company under the Universal Shelf (except in a Marketed
Structured Transaction or otherwise in accordance with the terms of this
Agreement) without the prior written consent of Parent in its sole discretion.



     4. The Company agrees that, prior to the launch of a Marketed Structured
Transaction (i.e., the commencement of any road show in connection with a
Marketed Structured Transaction and/or the public announcement of a specific
Marketed Structured Transaction), Parent may, in its sole discretion, elect to
sell Common Stock under the Universal Shelf by means of a Bought Transaction.
Before the consummation of any Bought Transaction, the Company and/or one or
more financial institutions selected by the Company shall have the right to
match the price offered to Parent in connection with such transaction. If the
Company and/or the financial institution(s) selected by the Company match such
price, Parent agrees to sell to the Company and/or such financial
institution(s), and the Company agrees to purchase and/or to cause such
financial institution(s) to purchase from Parent, the number of shares of
Common Stock to be sold in such transaction at such price. If the Company
and/or the financial institution(s) selected by the Company do not match such
price and such a transaction is consummated, the Company agrees that it will
not sell any equity securities (as defined in Section 3(a)(11) of the
Securities Exchange Act of 1934, as amended) of the Company until 60 days after
the date such transaction is consummated; provided, however, that if such
transaction is not a Structured Transaction, the Company may at any time sell
or agree to sell shares of Common Stock that it has purchased or will purchase
from an unaffiliated seller in compliance with applicable law to a third party
that has issued or will issue equity-linked securities exchangeable into such
shares. For purposes of the foregoing proviso, the purchaser or purchasers of
shares in a Bought Transaction shall be included within the term “unaffiliated
seller” as long as any shares purchased by the Company from such purchaser or
purchasers are purchased in compliance with applicable law.



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     In connection with any Bought Transaction, the Company will use its
reasonable best efforts to make management and documents promptly available to
facilitate an appropriate due diligence investigation and will otherwise use its
reasonable best efforts to facilitate the consummation of such transaction.



     5. In connection with any Marketed Structured Transaction or other sale of
shares of Common Stock owned by Parent as permitted by this Agreement, Parent
shall have the sole right to determine (with the objective of maximizing total
net proceeds to Parent):




     (a) the amount and allocation of any fees;




     (b) the timing of any such sale;




     (c) the amount of Common Stock to be sold, in the case of a Marketed
Structured Transaction within the parameters set forth in the definition
of Structured Transaction;




     (d) the allocation of Common Stock to institutional purchasers;




     (e) the sale price;




     (f) the material pricing terms (within a range to be mutually agreed
by Parent and the Company as determined based on the recommendations of
the financial advisors to Parent and the Company), including the coupon
and premium, of any equity-linked securities sold by the Company or a
third party in connection with a Marketed Structured Transaction; and




     (g) the length and mechanics of any road show or other marketing
activities relating to a Marketed Structured Transaction based upon the
advice of the underwriter or underwriters.



     6. In exercising its sole discretion under paragraph 5, Parent will
consider the Company’s objective to broaden the distribution of the Common
Stock (as required by Section 4.1(a)(i) of the Stockholders Agreement) and,
with respect to clause (f) of paragraph 5, Parent shall consult with the
Company prior to exercising such discretion and consider in good faith the
Company’s preferences as to the material pricing terms, including the coupon
and premium, of any equity-linked securities sold in a Marketed Structured
Transaction. Parent agrees that the Company may participate in discussions
with the investment bank or banks leading the marketing of any Marketed
Structured Transaction relating to the matters set forth in paragraph 5. In
addition, in connection with any road show or other marketing activities
relating to a Marketed Structured Transaction, the Company will only be
required to provide reasonable assistance to the underwriters, including by
making reasonably available its employees and personnel and by participating
reasonably in road shows. Notwithstanding the provisions of clause (b)



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of
paragraph 5, prior to the time at which Parent and the Company enter into an
underwriting agreement or other purchase agreement relating to any sale of
Common Stock under the Universal Shelf, the Company shall have the right to delay
any sale contemplated hereby (including during normal blackout periods) for
reasonable periods of time (not to exceed 60 calendar days) to the extent the
Company determines that such delay is necessary in order to ensure disclosure
of material information in connection with such sale.



     7. Expenses associated with any sale of Common Stock by Parent pursuant to
clause (a) of the definition of Structured Transaction will be allocated
between the parties in the same manner as set forth in Section 5.5 of the
Stockholders Agreement. Parent will not be required to pay underwriting fees
and expenses in connection with a Bought Transaction in accordance with
paragraph 4 hereof to the extent such fees and expenses are already reflected
in the net price paid in such block trade.



     8. Each party hereto shall use its reasonable best efforts to cause all
Persons acting as lead or co-lead underwriters in connection with the
distribution of Common Stock or equity-linked securities in a Marketed
Structured Transaction to work together to ensure an orderly market with full
sharing of information between the lead and co-lead underwriters and concurrent
completion of the offerings with a view to maximizing the aggregate net
proceeds to Parent from such Marketed Structured Transaction.



     9. The purchaser or purchasers in a Marketed Structured Transaction or a
Bought Transaction shall be entitled to use the Universal Shelf in connection
with the resale in a public offering of the shares of Common Stock purchased in
such Marketed Structured Transaction or Bought Transaction until the earlier of
(a) 60 days following such purchase of such shares of Common Stock by such
purchaser or purchasers and (b) completion of the distribution of such shares
of Common Stock by such purchaser or purchasers. The Company agrees that
Parent will be deemed to have satisfied its obligations under Section 4.1(a)(i)
of the Stockholders Agreement with respect to any Bought Transaction if the
underwriting agreement with any such purchaser or purchasers in connection with
such Bought Transaction contains the covenants set forth in Exhibit A hereto.
Parent agrees to use commercially reasonable efforts to ensure that the notice
set forth in paragraph (a) of Exhibit A is given.



     10. Upon execution of underwriting agreements in connection with a
Structured Transaction or if the Company exercises the option to match the
price offered to Parent in accordance with paragraph 4 hereof, the parties
agree to execute a purchase and sale agreement in the form of Exhibit B hereto
in order to effect the sale by Parent to the Company of that portion of Common
Stock contemplated to be sold as described under clause (b) of the definition
of Structured Transaction or of the number of shares of Common Stock to be sold
by Parent to the Company as a result of the exercise of such option, as the
case may be. If the financial institution(s) selected by the Company exercise
the option to match the price offered to Parent in accordance with paragraph 4
hereof, Parent agrees to execute, and the Company agrees to cause such
financial



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institution(s) to execute, the pre-agreed underwriting agreement sent
to bidders in connection with the proposed Bought Transaction with respect to the shares
of Common Stock to be purchased from Parent by such financial institution(s).



     11. Any sale of Common Stock by Parent in accordance with this Agreement
will be on terms consistent in all material respects with the existing
disclosure in its Schedule 13D, as amended, filed with the SEC.



     12. On and after the first anniversary of the date on which the Universal
Shelf is declared effective under the Securities Act, the Company shall have
the right, in its sole discretion, to deregister the shares of Common Stock
owned by Parent from the Universal Shelf; provided, however, that this right
shall be conditioned on the Company’s agreement as described in paragraph 3
hereof not to sell any equity securities (as defined in Section 3(a)(11) of the
Securities Exchange Act of 1934, as amended) of the Company under the Universal
Shelf until Parent has sold 49,907,680 shares of Common Stock (not including
shares of Common Stock transferred to Parent’s pension fund). The Company will
deregister the shares of Common Stock owned by Parent from the Universal Shelf
at any time at Parent’s request.



     13. Diageo Atlantic Holding B.V. may assign this Agreement and any of its
rights and obligations hereunder to any direct or indirect wholly owned
subsidiary of Parent to which it transfers the shares of Common Stock it owns
in accordance with the terms of the Stockholders Agreement.



     14. Certain Definitions. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to them in the Stockholders
Agreement. In addition, the following terms shall have the meanings ascribed
to them below:



          “Bought Transaction” shall mean a transaction, which may or may not be a
Structured Transaction, that is effected by means of a block trade to a
nationally recognized investment banking firm or syndicate of nationally
recognized investment banking firms identified by Parent and reasonably
acceptable to the Company, for resale in a public offering, of 49,907,680
shares of Common Stock beneficially owned by Parent (or such lesser number as
may be mutually agreed by Parent and the Company in their sole discretion or,
if such transaction is a Structured Transaction, of such number of shares of
Common Stock sold by Parent as described in clause (a) of the definition of
“Structured Transaction”).



          “Marketed Structured Transaction” shall mean a Structured Transaction that
is marketed by a nationally recognized investment banking firm or syndicate of
nationally recognized investment banking firms selected by Parent and
reasonably acceptable to the Company (provided that the Company shall have the
right to select a joint lead bookrunner reasonably acceptable to Parent) and
that is priced and sold following a marketing period, which may include a road
show, as set forth in paragraph 5 above.



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          “Structured Transaction” shall mean a transaction structured to facilitate
the distribution of 49,907,680 shares of Common Stock beneficially owned by
Parent (or such lesser number as may be mutually agreed by Parent and the
Company in their sole discretion), at the best available price, in which (a) a
portion of such Common Stock, as determined by Parent (subject to the proviso
below), is sold directly by Parent, and (b) contemporaneously therewith,
equity-linked securities are sold by the Company or a third party in connection
with the sale by Parent to the Company of shares of Common Stock not being sold
by Parent as described under (a) above at a per share price equal to the per
share net proceeds to be received by Parent in the sale described under (a)
above; provided, however, that the number of shares of Common Stock to be sold
by Parent to the Company under this clause (b) is a number of shares of Common
Stock with an aggregate value (calculated at the per share price of such sale)
of no less than $500 million and no more than $750 million.



           “Universal Shelf” shall mean a universal shelf registration statement
filed in accordance with this Agreement by the Company registering the
Company’s equity, debt and other securities, including 49,907,680 shares of
Common Stock owned by Parent, for distribution in accordance with this
Agreement from time to time pursuant to Rule 415 under the Securities Act.



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     IN WITNESS HEREOF, the parties have caused this Agreement to be duly
executed by their respective authorized officers as of June 23, 2004.


	 	 	 	 	 
	 	GENERAL MILLS, INC.

 	 
	 	By: 	/s/ STEPHEN W. SANGER	 
	 	 	Name: 	Stephen W. Sanger	 
	 	 	Title: 	Chairman of the Board and Chief
Executive Officer	 
	 



	 	 	 	 	 
	 	DIAGEO PLC

 	 
	 	By: 	/s/ N.C. ROSE	 
	 	 	Name: 	N.C. Rose	 
	 	 	Title: 	Chief Financial Officer	 
	 



	 	 	 	 	 
	 	DIAGEO ATLANTIC HOLDING B.V.

 	 
	 	By: 	/s/ M.C.T.M. GERICHHAUSEN	 
	 	 	Name: 	M.C.T.M. Gerichhausen	 
	 	 	Title: 	Director	 
	 



	 	 	 	 	 
	 	DIAGEO ATLANTIC HOLDING B.V.

 	 
	 	By: 	/s/ K.J. McGUIRE	 
	 	 	Name: 	K.J. McGuire	 
	 	 	Title: 	Director	 
	 
















 





Exhibit A



UNDERWRITING AGREEMENT COVENANTS






	 	(a)	 	The Purchaser[s] will notify the Company when the
distribution of the Securities by the Purchaser[s] has been
completed.
	 
	 	(b)	 	The distribution of the Securities by the Purchaser[s] will
be conducted in a manner designed to result in a wide distribution
of the Securities. Without limiting the foregoing, [each of] the
Purchaser[s] will use its reasonable efforts to prevent any purchase
of shares in the offering of the Securities by it by any Person or
group that would, upon such purchase, beneficially own Voting
Securities representing more than 5% of the Voting Power, except
that in the case of a purchase by a Person specified in Rule
13d-1(b)(1)(ii) promulgated under the Exchange Act that would be
eligible based on such Person’s status and passive intent with
respect to the ownership, holding and voting of such Voting
Securities to report such Person’s ownership of Voting Securities on
Schedule 13G (assuming such Person owned a sufficient number of such
Voting Securities to require such filing), [each of] the
Purchaser[s] will use its reasonable efforts to prevent any purchase
of shares in the offering of the Securities by it by any such Person
that would, upon such purchase, beneficially own Voting Securities
representing 10% or more of the Voting Power.

















 





Exhibit B



PURCHASE AND SALE AGREEMENT




          General Mills, Inc. (the “Company”), a Delaware corporation, Diageo
plc (“Diageo”), a public limited company organized under the laws of
England and Wales, and [Diageo Entity] (the “Selling Stockholder”), a
private limited company organized under the laws of England and Wales and
an indirect wholly owned subsidiary of Diageo, hereby agree as follows in
relation to the proposed transfer of a certain portion of the shares of
common stock, par value $0.10 per share (including the related preferred
share purchase rights, the “Common Stock”) of the Company held by the
Selling Stockholder as contemplated pursuant to the Supplemental Marketing
Agreement and Waiver, dated [•], 2004, among the Company, Diageo and
Diageo Atlantic Holding B.V.:





	1.	 	Purchase and Sale. The Selling Stockholder hereby agrees to
sell [•] shares of Common Stock (the “Securities”) to the Company and
the Company hereby agrees to purchase the Securities from the Selling
Stockholder at a purchase price per share of $[•] (the
“Transaction”).
	 
	2.	 	Closing. Subject to the satisfaction or waiver of the
conditions set forth in Section 5, the closing of the Transaction
shall occur on the date of the closing of the transactions
contemplated pursuant to the Underwriting Agreement (the
“Underwriting Agreement”), dated as of [•], 2004, among the Company,
[Diageo entity] and [names of Representatives].
	 
	3.	 	Representations and Warranties of Diageo and the Selling
Stockholder. Diageo and the Selling Stockholder represent and
warrant to the Company as of the date hereof and as of the date of
the Closing that:







	 	(i)	 	this Agreement has been duly authorized, executed
and delivered by the Selling Stockholder;
	 
	 	(ii)	 	the Selling Stockholder has, and on the date of the
Closing will have, valid ownership of, or a valid “security
entitlement” within the meaning of Section 102(17) of the New
York Uniform Commercial Code (the “UCC”) in respect of, the
Securities in each case free of all security interests, claims,
liens, equities, encumbrances and other “adverse claims”
(within the meaning of Section 8-102(1) of the UCC) and the
legal right and power, and all authorization and approval
required by law, to enter into this Agreement and to sell,
transfer and deliver the Securities or a security entitlement
in respect of the Securities;
	 
	 	(iii)	 	upon delivery of the Securities to the Company in
accordance with UCC Section 8-301(b), the Company shall become
the owner of the Securities, and upon such delivery and payment
for the Securities (assuming that the Company has not
theretofore received notice of any adverse claim to the
Securities), the Company shall be a “protected purchaser” of
such Securities within the meaning of Section 8-303 of the UCC
and shall have acquired ownership of the Securities free of any
adverse claim;





 









 







	 	(iv)	 	neither the execution and delivery of this
Agreement nor the offer and sale of the Securities will
conflict with, result in a breach or violation of (A) the
Memorandum and Articles of Association or charter or by-laws,
as applicable, of the Selling Stockholder or any of its
Material Subsidiaries (being, for the purposes of this
Agreement, the significant subsidiaries of the Company or the
Selling Stockholder, as applicable, as defined by Rule 1-02 of
Regulation S-X), (B) the terms of any material indenture,
contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant
or instrument to which the Selling Stockholder or any such
subsidiary is a party or bound or to which its or their
property is subject or (C) any statute, law, rule, regulation,
judgment, order or decree applicable to the Selling Stockholder
or any such subsidiary of any court, regulatory body,
administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Selling Stockholder or
its subsidiaries or any of its or their properties (except
where such conflicts, breaches or violations of or defaults
under agreements or instruments or violations of status or
regulations or imposition of liens or encumbrances,
individually or in the aggregate, would not have an effect on
the prospective rights of the Company as set forth under
paragraph (iii) above); and
	 
	 	(v)	 	no consent, approval, authorization, filing with
or order of any court or governmental agency or body is
required to be obtained by the Selling Stockholder in
connection with the transactions contemplated herein, except
such as have been obtained.







	4.	 	Representations and Warranties of the Company. (a) The Company
represents and warrants to Diageo and the Selling Stockholder as of
the date hereof and as of the date of the Closing that:







	 	(i)	 	this Agreement has been duly authorized, executed
and delivered by the Company;
	 
	 	(ii)	 	neither the execution and delivery of this
Agreement nor the offer and sale of the Securities will
conflict with, result in a breach or violation of (A) the
charter or by-laws of the Company or any Material Subsidiary,
(B) the terms of any material indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition, covenant or instrument
to which the Company or any such subsidiary is a party or bound
or to which its or their property is subject, or (C) any
statute, law, rule, regulation, judgment, order or decree
applicable to the Company or any such subsidiary of any court,
regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the
Company or its subsidiaries or any of its or their properties;
	 
	 	(iii)	 	the Company has not received any notice of adverse
claim to the Securities; and
	 
	 	(iv)	 	no consent, approval, authorization, filing with or
order of any court or governmental agency or body is required
in connection with the transactions contemplated herein, except
such as have been obtained; and





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     (b) The Company further represents and warrants to Diageo and the
Selling Stockholder that, as of the date hereof, the Company has, or has
unrestricted access to, and, on the date of the Closing, will have,
sufficient funds to purchase the Securities on the terms and conditions
contemplated by this Agreement and to consummate the transactions
contemplated hereby.





	5.	 	Conditions. The obligations of the Company to purchase the
Securities at Closing shall be conditioned upon:







	 	(i)	 	the Company not having received notice of any
adverse claim to the Securities prior thereto; and
	 
	 	(ii)	 	the issuance by [Issuer] of a security mandatorily
convertible into [•] shares of Common Stock.







	6.	 	Indemnification. (a) The Company agrees to indemnify and hold
harmless Diageo and its affiliates against any losses, claims,
damages, demands or liabilities to which they may become subject
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of the subsequent sale or transfer by the
Company of the Securities purchased hereunder or any transactions
entered into by the Company in connection with such subsequent sale
or transfer, and it hereby agrees to reimburse periodically Diageo
and its affiliates for any legal or other out-of-pocket expenses
reasonably incurred by then in connection with investigating or
defending any such actions or claims.





     (b) Promptly after receipt by Diageo or its affiliates of written
notice of the commencement of any action or proceeding for which
indemnification under Section 6(a) may be requested, Diageo will notify
the Company in writing of the commencement thereof; but the failure so to
notify the Company will not relieve it from liability under this Section 6
unless the Company was materially prejudiced by such failure of Diageo to
give such notice, and will not, in any event, relieve the Company from any
obligations to Diageo other than such indemnification obligation. The
Company shall be entitled to appoint counsel of its choice at its expense
to represent Diageo in any action for which indemnification is sought (in
which case the Company shall not thereafter be responsible for the fees
and expenses of any separate counsel retained by Diageo except as set
forth below); provided, however, that such counsel shall be satisfactory
to Diageo. Notwithstanding the Company’s election to appoint counsel to
represent Diageo in an action, Diageo shall have the right to employ
separate counsel (including local counsel), and the Company shall bear the
reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Company to represent Diageo would present
such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both Diageo and the
Company and Diageo shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the Company, (iii) representation of both parties by the same
counsel is otherwise inappropriate under applicable standards of
professional conduct, (iv) the Company shall not have employed counsel
satisfactory to Diageo to represent Diageo within a reasonable time after
notice of the institution of such action or (v) the Company shall
authorize Diageo to employ separate counsel at the expense of the Company.
If the Company fails to take reasonable steps necessary to defend
diligently the action or proceeding within 20 days after receiving notice
from Diageo that Diageo believes it has failed to do so, Diageo shall have
the



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right to assume or continue its own defense and the Company shall be
liable for any expenses therefore. If the Company is not entitled to, or
elects not to, assume the defense of a claim, it will not be obligated to
pay the fees and expenses of more than one counsel for Diageo with respect
to such claim. The Company will not be subject to any liability for any
settlement made without its consent, which consent shall not be
unreasonably withheld or delayed. The Company will not, without the prior
written consent of Diageo, settle or compromise or consent to the entry of
any judgment with respect to any pending or threatened claim, action, suit
or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not Diageo is an actual or potential party to
such claim or action) unless such settlement, compromise or consent
includes an unconditional release of Diageo from all liability arising out
of such claim, action, suit or proceeding, does not subject Diageo to any
material injunctive relief or other material equitable remedy and does not
include a statement or admission of fault, culpability or a failure to
act, by or on behalf of Diageo.



     (c) The Company and Diageo agree that if, for any reason, the
indemnification provisions contemplated by this Section 6 are unavailable
to or are insufficient to hold harmless an indemnified party in respect of
any claims referred to herein, then the Company shall contribute to the
amount paid or payable by such indemnified party as a result of such
claims in such proportion as is appropriate to reflect the relative fault
of the Company, on the one hand, and the indemnified party, on the other
hand, with respect to the subsequent sale or transfer of the Securities
purchased hereunder or related transaction giving rise to such claim. The
relative fault of the Company and the indemnified party shall be
determined by reference to, among other things, the parties’ relative
intent, knowledge, access to information and opportunity to correct or
prevent such claim. If, however, the allocation in the second preceding
sentence is not permitted by applicable law, then the Company shall
contribute to the amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative faults, but
also the relative benefits of the Company and the indemnified party, as
well as any other relevant equitable considerations. The parties hereto
agree that it would not be just and equitable if contributions pursuant to
this Section 6(c) were to be determined by pro rata allocation or by any
other method of allocation which does not take into account the equitable
considerations referred to in the preceding sentences of this Section
6(c). The amount paid or payable by an indemnified party as a result of
the claims referred to above shall be deemed to include (subject to the
limitations set forth in Section 6(b) hereof) any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action, proceeding or claim.





	7.	 	Governing law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
	 
	8.	 	Counterparts. This Agreement may be executed in any number of
counterparts, all of which, taken together, shall constitute one and
the same agreement.
	 
	9.	 	Effectiveness. This Agreement shall become effective upon the
execution and delivery hereof by the parties hereto.





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     If the foregoing is in accordance with your understanding, please
confirm your acceptance of the foregoing by signing and returning the
enclosed copy of this Agreement.



	 	 	 
	Dated: [•], 2004
	 	 
	

	 	Very truly yours,
	 
	 	 
	

	 	DIAGEO PLC
	 
	 	 
	

	 	
 
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	[DIAGEO ENTITY]
	 
	 	 
	

	 	
 
	

	 	Name:
	

	 	Title:







	 	 	 
	Accepted as of the date hereof

	 	 
	 
	 	 
	GENERAL MILLS, INC.
	 	 
	 
	 	 
	


	 	 
	Name:
	 	 
	Title:
	 	 








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