Exhibit 10.1 to General Mills, Inc. Form 8-K (12-13-04)




EXECUTION COPY



Exhibit 10.1



JOINT VENTURE TERMINATION AGREEMENT



        This JOINT VENTURE
TERMINATION AGREEMENT (this “Agreement”) is dated as of this 13th day of December, 2004, by and
between General Mills, Inc., a corporation organized under the laws of the state of Delaware (“General
Mills”) and PepsiCo, Inc., a corporation organized under the laws of the state of North Carolina
(“PepsiCo”). 



        WHEREAS, General Mills and
PepsiCo are parties to that certain Merger Agreement, dated July 10, 1992, as amended by Amendment No. 1 thereto, dated December
1, 1992, by Amendment No. 2 thereto, dated December 4, 2002, and by Amendment No. 3 thereto, dated December 4, 2004 (the
“Merger Agreement”), pursuant to which General Mills and PepsiCo formed Snack Ventures Europe SCA, a Belgian
société en commandite par actions (“SVE”), to manufacture and sell snack foods in continental
Europe. 



        WHEREAS, General Mills
indirectly owns a 40.5% interest in SVE and certain other entities that participate in the business conducted by SVE, and PepsiCo
indirectly owns a 59.5% interest in SVE and certain other entities that participate in the business conducted by SVE. 



        WHEREAS, General Mills and
PepsiCo desire to terminate the joint venture established pursuant to the Merger Agreement in the manner and on the terms set
forth in this Agreement. 



        WHEREAS, GMSNACKS SCA, a
French société en commandite par actions and an indirect wholly-owned subsidiary of General Mills
(“GMSNACKS”), owns: 



        (a)    339,406
Class B shares (the “GMSNACKS SVE Shares”) of SVE; and  



        (b)    405
shares (the “GM SFPBFShares”) of Snack Food Products Business France (SEP) pursuant to the Silent
Partnership Memorandum of Agreement, by and between GMSNACKS and PepsiCo France, dated May 26, 1999. 



        WHEREAS, General Mills
Holding B.V., a Dutch limited liability company and a direct wholly-owned subsidiary of General Mills, owns
81 Class B shares of SVE (the “General Mills Holding SVE Shares,” and together with the GMSNACKS SVE Shares, the
“GM SVE Shares”). 



        WHEREAS, General Mills
(Suisse) SVE S.a.r.l., a Swiss limited liability company and an indirect wholly-owned subsidiary of General Mills, owns a quota of
CHF 810,000 (the “GM FLTCE Shares”) of Frito Lay Trading Company (Europe) GmbH, a Swiss limited liability
company. 













        WHEREAS, General Mills
Holding One (Germany) GmbH, a German limited liability company and an indirect wholly-owned subsidiary of General Mills, owns a
quota of €20,250 (Class B shares) (the “GM SVE Russia Shares”) of SVE Russia Holdings GmbH, a German limited
liability company. 



        WHEREAS, General Mills
International Ltd., a Delaware corporation and an indirect wholly-owned subsidiary of General Mills, owns: 



        (a)    a
quota of 466,560,000 Hungarian Forints (the “GM SVE Hungary Shares”) of SVE (Hungary) Trading and Manufacturing,
a Hungarian limited liability company; and 



        (b)    810
Class B shares (the “GM SVE Veurne Shares”) of Veurne Snack Foods bvba, a Belgian private limited liability
company. 



        WHEREAS, pursuant to the
Ownership Agreement for Non SVE Enterprises, dated as of March 17, 1995, by and between PepsiCo and General Mills (the
“Umbrella Agreement”), General Mills has a 40.5% beneficial interest in each of Frito Lay France S.A., a French
corporation, and AS PepsiCo Eesti, an Estonian corporation, which interests entitle General Mills to rights and obligations that
mirror those rights and obligations that General Mills would possess as a holder of 40.5% of the capital stock of these entities
under the terms of the Merger Agreement (collectively, the “GM SVE Deemed Interests”). 



        WHEREAS, the Umbrella
Agreement also confirmed that any legal entity that was incorporated after the date of the Merger Agreement for the purposes of
manufacturing and selling snack foods in continental Europe would be subject to the terms and conditions of the Merger Agreement.




        WHEREAS, each of General
Mills and PepsiCo hereby acknowledges that General Mills (which for purposes of this recital shall include General Mills and all
of General Mills’ United States subsidiaries) intends to treat General Mills as the Person disposing of all parts of the GMI
SVE Interests for United States federal income tax purposes. 



        WHEREAS, each of General
Mills and PepsiCo hereby acknowledges that General Mills’ officers have conducted all negotiations with respect to this
Agreement on behalf of, and for the sole account of, General Mills, and that PepsiCo has directed all correspondence and
communications relating to this Agreement to, and has conducted all negotiations with respect to this Agreement with, General
Mills. 



        WHEREAS, each of General
Mills and PepsiCo hereby acknowledges that PepsiCo has not sought the assistance or participation of any officer, agent or
employee of any Electing Company in connection with the transactions contemplated by this Agreement or in any negotiations or
discussions relating thereto, except with respect to purely ministerial functions such as providing data to PepsiCo in the course
of its due diligence investigations. 



        WHEREAS, (a) General Mills
shall cause each of the Electing Companies to execute a Form 8832, effective at least one day prior to the date on which the
transfers described in Section 2.4.1(a) of this Agreement occur, pursuant to which each Electing Company shall elect to be treated
as a disregarded entity for United States federal income tax purposes and (b) General Mills shall cause each such Form 8832 to be
filed with the U.S. Internal Revenue Service. 





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        WHEREAS, neither General
Mills nor any Electing Company shall take any action prior to the Closing that will cause an Electing Company to be other than a
disregarded entity at the time of the Closing. 



        WHEREAS, in order to
effectuate the redemption of the GM SVE Shares consistent with the five preceding recitals (the “Specified
Recitals”), General Mills has agreed to cause each of GMSNACKS and General Mills Holding B.V. to transfer to SVE,
and PepsiCo and General Mills have agreed to cause SVE to redeem from each of GMSNACKS and General Mills Holding B.V.,
the GM SVE Shares. 



        WHEREAS, in order to
effectuate the transfer of the Other Transferred Interests consistent with the Specified Recitals: 



        (a)    General
Mills has agreed to cause GMSNACKS to sell to PepsiCo France SNC,and PepsiCo has agreed to cause PepsiCo France
SNCto purchase from GM SNACKS, the GM SFPBF Shares; 



        (b)    General
Mills has agreed to cause General Mills (Suisse) SVE S.a.r.l. to sell to Frito Lay Trading Company GmbH, and PepsiCo has
agreed to cause Frito Lay Trading Company GmbH to purchase from General Mills (Suisse) SVE S.a.r.l., the GM FLTCE Shares;




        (c)    General
Mills has agreed to cause General Mills Holding One (Germany) GmbH to sell to PepsiCo Investments Europe I BV
(“PIE”), and PepsiCo has agreed to cause PIEto purchase from General Mills Holding One (Germany) GmbH, the
GM SVE Russia Shares; 



        (d)    General
Mills has agreed to cause General Mills International Ltd. to sell to PIE, and PepsiCo has agreed to cause PIEto purchase
from General Mills International Ltd.,the GM SVE Hungary Shares; and 



        (e)    General
Mills has agreed to cause General Mills International Ltd. to sell to Seven-Up Nederland B.V., and PepsiCo has agreed to cause
Seven-Up Nederland B.V.to purchase from General Mills International Ltd., the GM SVE Veurne Shares. 



        WHEREAS, in connection with,
and contingent upon the consummation of, the transactions contemplated by this Agreement: 



        (a)    General
Mills and Frito-Lay Trading Company (Europe) GmbH have agreed to terminate the License Agreement and the Supply Agreement
effective upon the Closing; 



        (b)    General
Mills Europe S.a.r.l., Frito-Lay Trading Company (Europe) GmbH and PepsiCo have agreed to enter into the Amended and Restated
Supply Agreement to be effective upon the Closing; 





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        (c)    
General Mills and Frito-Lay Trading Company (Europe) GmbH have agreed to enter into the Amended and Restated License Agreement, to
be effective upon the Closing; and 



        (d)    
General Mills and PepsiCo have agreed to enter into the 2002 Patent License Addendum, to be effective upon the Closing.




        NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements set forth herein, the parties hereto hereby agree as follows: 



     1.    
          Defined Terms. 



        In
addition to the terms defined elsewhere in this Agreement, the following capitalized terms
shall have the following meanings when used herein: 



        1.1
       “2002 Patent License” means
the Patent Cross-License Agreement for Patterned Extrudates, by and between PepsiCo and
General Mills, executed by General Mills on December 10, 2002 and by PepsiCo on December
11, 2002.  



        1.2
       “2002 Patent License Addendum” means the Addendum to the 2002 Patent
License in the form attached hereto as Exhibit A, to be entered into
at the Closing by and between General Mills and PepsiCo.  



        1.3
       “Affiliate” means, with reference to a specified Person, a Person that,
directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, the specified Person. For purposes of this Agreement,
none of the SVE Entities shall be deemed an Affiliate of General Mills.  



        1.4
       “Amended and Restated License Agreement” means the Amended and Restated
License Agreement, in the form attached hereto as Exhibit B, to be
entered into at the Closing by and between General Mills and Frito-Lay Trading Company
(Europe) GmbH.  



        1.5
       “Amended and Restated Supply Agreement” means the Amended and Restated
Supply Agreement, in the form attached hereto as Exhibit C, to be
entered into at the Closing by and among General Mills Europe S.a.r.l., Frito-Lay Trading
Company (Europe) GmbH and, for purposes of Section 14 only, PepsiCo.  



        1.6
       “Ancillary Agreements” means, collectively, the Amended and Restated
License Agreement, the Amended and Restated Supply Agreement, the Promissory Note and the
2002 Patent License Addendum.  



        1.7
       “Applicable Law” means, with respect to a Person, any domestic or
foreign, federal, state or local statute, law (including principles of common law),
ordinance, rule, administrative interpretation, regulation, order, writ, injunction,
legally binding directive, judgment, decree or other requirement of any Governmental
Authority applicable to such Person or any of its Affiliates or any of their respective
properties, assets, officers, directors, employees, consultants or agents (in connection
with such officer’s, director’s, employee’s, consultant’s or agent’s
activities on behalf of such Person or any of its Affiliates).  





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        1.8
       “Business Day” means any day that is not a Saturday, Sunday or other day
on which the commercial banks in New York City, New York or Belgium are authorized or
required by law to remain closed.  



        1.9
       “Contracts” means, with respect to any Person, all contracts, agreements,
leases, licenses, sales and purchase orders, commitments and other instruments of any
kind, whether written or oral, to which such Person or any of its Affiliates is a party.  



        1.10
       “Electing Companies” means General Mills Holding B.V., General Mills
Holland B.V., General Mills Netherlands B.V., General Mills Snacks Holding B.V., General
Mills International France SAS, General Mills (Suisse) SVE S.a.r.l. and GMSNACKS.  



        1.11
       "General Mills Entities" means General Mills and General Mills Europe S.a.r.l. 



        1.12
       “GMI SVE Interests” means the GM SVE Shares and the Other Transferred
Interests, taken together.  



        1.13
       “Governmental Authorities” means any foreign, domestic, federal,
territorial, state or local governmental authority, quasi-governmental authority,
instrumentality, court, government or self-regulatory organization, commission, tribunal
or organization or any regulatory, administrative or other agency, or any political or
other subdivision, department or branch of any of the foregoing.  



        1.14
       “License Agreement” means the License Agreement, dated as of June 1,
1992, by and between General Mills and Smith Foods Group B.V., as amended by two
amendments, each effective as of June 1, 1992, and as assigned by Smith Foods Group B.V.
to Frito-Lay Trading Company (Europe) GmbH.  



        1.15
       “Lien” means any mortgage, lien, pledge, security interest, conditional
sale agreement, charge, claim, easement, right, condition, restriction or other
encumbrance or defect of title of any nature whatsoever (including any assessment, charge
or other type of notice which is levied or given by any Governmental Authority and for
which a lien could be filed).  



        1.16
       “Losses” means any and all costs, losses, liabilities, damages, claims,
and expenses, including reasonable attorneys’ fees and all amounts paid in
investigation, defense or settlement of any of the foregoing.  



        1.17
       “Material Adverse Effect” means a material adverse change in, or effect
on, the assets, liabilities, results of operations or business of the SVE Entities taken
as a whole.  



        1.18
       “Other Transferred Interests” means (a) the GM SFPBF Shares, (b) the GM
FLTCE Shares, (c) the GM SVE Russia Shares, (d) the GM SVE Hungary Shares, (e) the GM SVE
Veurne Shares, and (f) the GM SVE Deemed Interests, taken together.  



        1.19
       "PepsiCo Entities" means PepsiCo and Frito-Lay Trading Company (Europe) GmbH. 





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        1.20
       “Permitted Transfer Restrictions” means all share transfer restrictions
applicable to the GMI SVE Interests pursuant to the articles of association or other
organizational documents of the relevant Person or pursuant to Applicable Laws.  



        1.21
       “Person” means and includes an individual, a corporation, a partnership,
a limited liability company, a trust, an unincorporated organization, a government or any
department or agency thereof, or any entity similar to any of the foregoing.  



        1.22
       “Required Contractual Consents” means, with respect to any Person, the
consent of the other party or parties under any Contracts of such Person with respect to
which the consent of the other party or parties thereto must be obtained by such Person
pursuant to an express term or provision thereof by virtue of the execution and delivery
of this Agreement or the Ancillary Agreements or the consummation of the transactions
contemplated hereby or thereby to avoid the termination thereof, a breach or default
thereunder or any other change or modification to the terms thereof.  



        1.23
       “Required Governmental Consents” means, with respect to any Person, each
governmental registration, filing, application, notice, transfer, consent, approval,
order, qualification and waiver required under Applicable Law to be obtained by such
Person by virtue of the execution and delivery of this Agreement or the Ancillary
Agreements or the consummation of the transactions contemplated hereby or thereby.  



        1.24
       "Restricted Business" means the manufacturing, marketing, distribution or sale of
Salty Snacks. 



        1.25
       “Salty Snacks” means (a) potato chips (i.e., snacks made from sliced
whole potatoes); (b) extruded or fabricated salty snacks (e.g., Quavers, Wotsits and
Pringles); (c) corn snacks (e.g., Phileas Fogg and Doritos); (d) nuts; and (e)
ready-to-eat, savory, baked snack products (e.g., Mini-Cheddars and Twiglets). For the
avoidance of doubt, “Salty Snacks”shall not include (x) granola or cereal bars
or bits, or (y) processed fruit bars, bits or chips.  



        1.26
       “Supply Agreement” means the Supply Agreement, dated December 2001, by
and between General Mills and Frito-Lay Trading Company (Europe) GmbH.  



        1.27
       “SVE Entities” means (a) SVE, (b) Frito Lay Trading Company (Europe)
GmbH, (c) Snack Food Products Business France (SEP), (d) SVE Russia Holdings GmbH, (e)
SVE Hungary, (f) AS PepsiCo Eesti, (g) Frito Lay France SA, (h) Veurne Snack Foods
B.V.B.A. and (i) the subsidiaries of each of the foregoing entities.  



        1.28
       “Tax” or “Taxes” means all taxes imposed by any
Governmental Authority of any nature including but not limited to federal, state, local
or foreign net income tax, alternative or add-on minimum tax, profits or excess profits
tax, franchise tax, gross income, adjusted gross income or gross receipts tax, employment
related tax (including employee withholding or employer payroll tax, FICA or FUTA), real
or personal property tax or ad valorem tax, sales or use tax, excise tax, stamp tax or
duty, any withholding or back up withholding tax, value added tax, severance tax,
prohibited transaction tax, premiums tax, occupation tax, surcharge, cantonal tax, or
consumption tax, together with any interest or any penalty, addition to tax or additional
amount imposed by any Governmental Authority responsible for the imposition of any such
tax.  





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        1.29
       "Territory" means the area indicated in the map attached hereto as SCHEDULE 1.29 of
this Agreement. 



        1.30
       “Transfer Tax” means any real or personal property transfer Tax, sales,
use, registration, value-added, capital, stamp, stock transfer (including Swiss
securities transfer tax) or other similar Tax or related amounts (including any interest,
penalties and additions to Tax) arising as a result of or otherwise incurred in
connection with the transactions contemplated by this Agreement.  



        1.31
       Other Defined Terms.  The following terms shall have the meanings defined for such
terms in the Sections set forth below: 



		Term	Section
	 	 	Aggregate Consideration	 	2.2	 
	 	 	Agreement	 	Preamble	 
	 	 	Asset Class Allocation Schedule	 	2.3.2	 
	 	 	Auditor Validations	 	2.4.1(a)	 
	 	 	Claimant	 	4.4.1	 
	 	 	Closing	 	2.1	 
	 	 	Closing Date	 	2.1	 
	 	 	Code	 	2.3.2	 
	 	 	Confidential Information	 	8.3	 
	 	 	Consideration Allocation Schedule	 	2.3.1	 
	 	 	Dispute	 	8.10.1	 
	 	 	Documents of Conveyance	 	2.5.1	 
	 	 	Dutch SVE Subsidiary	 	2.4.1(a)	 
	 	 	General Mills	 	Preamble	 
	 	 	General Mills Holding SVE Shares	 	Recitals	 
	 	 	GM Indemnitees	 	4.2	 
	 	 	GM FLTCE Shares	 	Recitals	 
	 	 	GMSNACKS	 	Recitals	 
	 	 	GMSNACKS SVE Shares	 	Recitals	 
	 	 	GM SFPBF Shares	 	Recitals	 
	 	 	GM SVE Deemed Interests	 	Recitals	 
	 	 	GM SVE Hungary Shares	 	Recitals	 
	 	 	GM SVE Russia Shares	 	Recitals	 
	 	 	GM SVE Shares	 	Recitals	 
	 	 	GM SVE True-up Payment	 	5.1.3	 
	 	 	GM SVE Veurne Shares	 	Recitals	 
	 	 	GM Trademarks	 	5.2.3	 
	 	 	Guaranty Releases	 	5.2.1	 
	 	 	Indemnifying Party	 	4.4.1	 
	 	 	Merger Agreement	 	Recitals	 
	 	 	Nullification Event	 	8.11.1	 
	 	 	Other Transfers	 	2.4.2	 
	 	 	Other Transfers Consideration	 	2.4.2	 
	 	 	Outside Date	 	9.1.3	 






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	 	 	PepsiCo	 	Preamble	 
	 	 	PepsiCo Indemnitees	 	4.3	 
	 	 	PepsiCo Lender	 	2.2	 
	 	 	PepsiCo Loan	 	2.2	 
	 	 	PIE	 	Recitals	 
	 	 	Proceeding	 	4.4.1	 
	 	 	Promissory Note	 	2.2	 
	 	 	Redemption	 	2.4.1	 
	 	 	Redemption Consideration	 	2.4.1(b)	 
	 	 	Redemption Notice	 	2.4.1(b)	 
	 	 	Redemption Resolutions	 	2.4.1(b)	 
	 	 	Settlement Agreement	 	5.1.3	 
	 	 	Specified Recitals	 	Recitals	 
	 	 	SVE	 	Recitals	 
	 	 	SVE Shareholders' Meeting	 	2.4.1(b)	 
	 	 	SVE Trademarks	 	5.3.4	 
	 	 	Tax Proceeding	 	5.4.1(b)	 
	 	 	Transferred Operating Companies	 	2.4.1(a)	 
	 	 	Umbrella Agreement	 	Recitals	 
	 	 	Waiting Period	 	2.4.1(c)	 





     2.    Transaction Steps. 



        2.1
       Closing. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall be held at the offices of Jones Day, Boulevard Brand Whitlocklaan 165, B-1200,
Brussels, Belgium, at a time and date specified by General Mills and PepsiCo, which shall
be no later than the fifth Business Day after the satisfaction or waiver of the
conditions set forth in Article 6 and Article 7 of this Agreement (other than those
conditions that by their nature cannot be satisfied until the Closing, but subject to the
satisfaction or, where permitted, waiver of those conditions), or at such other time,
date and location as General Mills and PepsiCo agree in writing (the “Closing Date”).  



        2.2
       Payments at Closing. At the Closing and subject to the terms and conditions
contained in this Agreement, PepsiCo agrees to pay or loan to or to cause one or more
PepsiCo Affiliate(s) to pay or loan to General Mills(in each case pursuant to the
terms of this Section 2.2) the aggregate sum of (a) $750 million plus (b) the amount, if
any, that General Mills or any of its Affiliates invests as capital in any SVE Entity
between the date of this Agreement and the Closing Date (the sum of clauses (a) and (b),
the “Aggregate Consideration”) by wire transfer in immediately available
U.S. dollars to such account or accounts designated by General Mills. That portion of the
Aggregate Consideration corresponding to the Redemption Consideration (as defined below)
will be transferred to General Mills by the PepsiCo Lender (as defined below) at Closing
in the form of an interest-free loan (the “PepsiCo Loan”) from PepsiCo
or an Affiliate of PepsiCo designated by PepsiCo, other than SVE or a direct shareholder
of SVE(the “PepsiCo Lender”) to General Mills, pursuant to a note
in the form attached hereto as Exhibit D (the “Promissory Note”).  





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        2.3
       Allocation of Aggregate Consideration.



	  	        2.3.1
       General Mills and PepsiCo agree that (a) the Redemption Consideration (as defined below)
is attributable to the GM SVE Shares and (b) the Other Transfers Consideration (as defined below) is attributable to the Other
Transferred Interests (as defined below). General Mills and PepsiCo shall further agree, prior to the contribution of the
Transferred Operating Companies pursuant to Section 2.4.1(a) of this Agreement, on a schedule setting forth an allocation of the
Redemption Consideration and the Other Transfers Consideration among the applicable entities and interests (the
“Consideration Allocation Schedule”). 







	  	        2.3.2
       General Mills and PepsiCo shall agree prior to the Closing on a schedule setting forth
an allocation of the Aggregate Consideration among the GMI SVE Interests (the “Asset Class Allocation Schedule”),
which allocation shall be consistent with Section 2.3.1 of this Agreement and which shall be prepared in a manner consistent with
any applicable requirements of the Internal Revenue Code of 1986, as amended (the “Code”). General Mills and
PepsiCo shall prepare (or cause to be prepared) any required Tax forms in a manner consistent with the Asset Class Allocation
Schedule and the parties shall report the transactions contemplated by this Agreement to the applicable taxing authorities
consistent with the Asset Class Allocation Schedule. 







        2.4
       Joint Venture Termination. For the Aggregate Consideration and on and subject to
the terms and conditions of this Agreement, at the Closing: 



	  	        2.4.1
       Redemption. General Mills agrees to cause each of GMSNACKS and General Mills
Holding B.V. to sell to SVE, and PepsiCo and General Mills agree to cause SVE to buy back from each of GMSNACKS and General Mills
Holding B.V., the GM SVE Shares, in each case, free and clear of any restrictions on transfer or Liens (other than Permitted
Transfer Restrictions). The buy-back and saleof the GM SVE Shares referred to in the immediately preceding sentence are
hereafter referred to as the “Redemption” and shall occur on, and with effect as of, the Closing Date
contemporaneously with the payment of the Aggregate Consideration pursuant to Section 2.2 of this Agreement. In order to effect
the Redemption, PepsiCo and General Mills agree to take the following actions: 







	  	        (a)    As
soon as reasonably practicable and at least one day prior to the Closing Date, PepsiCo and General Mills shall cause SVE to
transfer all of SVE’s shares of Snack Ventures Inversiones S.L., Smiths Food Group B.V. and Tasty Foods A.E. (collectively,
the “Transferred Operating Companies”) by way of a contribution in kind to a dormant Dutch B.V. with no prior
operations or activities (the “Dutch SVE Subsidiary”) in exchange for shares of theDutch SVE Subsidiary
(immediately after which SVE shall own all of the issued and outstanding shares of the Dutch SVE Subsidiary), at the fair market
value of the shares so transferred, validated by KPMG(the “Auditor Validations”). PepsiCo and General
Mills shall use their reasonable best efforts (i) to cause the Auditor Validations to be completed as promptly as practicable
following the date of this Agreement, and (ii) to cause SVE to prepare its audited financial statements for the current fiscal
year as promptly as practicable after the close of such fiscal year. PepsiCo and General Mills shall cause the Articles of
Association of SVE to be amended no later than December 25, 2004 so as to permit SVE’s current fiscal year to be closed upon
completion of said contribution and shall cause SVE to prepare its audited financial statements for such fiscal year as promptly
as practicable after the close of such fiscal year. 









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	  	        (b)              On
the Closing Date, PepsiCo and General Mills shall cause their respective Affiliates that own shares of SVE to hold a
shareholders’ meeting of SVE at which all shareholders of SVE shall be present or duly represented (the “SVE
Shareholders’ Meeting”) and, at such SVE Shareholders’ Meeting, PepsiCo and General Mills shall direct their
respective Affiliates that own shares of SVE to vote in favor of the necessary shareholders’ resolutions (the
“Redemption Resolutions”) (i) to have SVE acquire all of the GM SVE Shares with immediate effect for cash
consideration in an aggregate amount to be determined by General Mills and PepsiCo in accordance with Section 2.3.1 of this
Agreement, which amount shall be stated in the Redemption Resolutions (such amount, denominated in U.S. dollars, the
“Redemption Consideration”), (ii) to cancel the GM SVE Shares and to reduce SVE’s stated capital with
immediate effect in the amount of the portion of the stated capital of SVE represented by the GM SVE Shares, (iii) to
allocate the remaining portion of the Redemption Consideration to SVE’s distributable reserves, and (iv) to pay the
Redemption Consideration in accordance with Section 2.4.1(c) of this Agreement. General Mills shall cause GMSNACKS and General
Mills Holding B.V., immediately following the SVE Shareholders’ Meeting, to transfer their respective GM SVE Shares to SVE
with immediate effect under the terms and conditions set forth in the Redemption Resolutions, which transfer shall be memorialized
in the minutes of the SVE Shareholders’ Meeting and recorded in SVE’s share register. PepsiCo shall cause SVE to publish
the notice of the Redemption Resolutions prescribed by Belgian law in the annexes to the Belgian Official Gazette (Moniteur
belge) (the “Redemption Notice”) as promptly as practicable after the SVE Shareholders’ Meeting. 







	  	        (c)    As
soon as practicable following the expiration of the waiting period that may need to be observed after the publication of the
Redemption Notice pursuant to Article 613 of the Belgian Company Code (the “Waiting Period”), PepsiCo shall cause
SVE to pay (i) to GMSNACKS 339,406/339,487th of the Redemption Consideration and (ii) to General Mills Holding B.V.
81/339,487th of the Redemption Consideration by wire transfer in immediately available U.S. dollars to such account or
accounts designated by General Mills. PepsiCo shall use its reasonable best efforts to cause SVE to take all necessary and
appropriate steps to keep the Waiting Period, if any, as short as possible. 







	  	        (d)              Contemporaneously
with receipt by GMSNACKS and General Mills Holding B.V. of the Redemption Consideration pursuant to Section 2.4.1(c) of this
Agreement, General Mills shall repay the PepsiCo Loan by wire transfer in immediately available U.S. dollars to such account or
accounts designated by PepsiCo. For the avoidance of doubt, General Mills’ obligation to repay the PepsiCo Loan shall only
apply (i) if, when and to the extent that GMSNACKS and General Mills Holding B.V. receive the Redemption Consideration pursuant to
Section 2.4.1(c) of this Agreement, or (ii) in the event of a Nullification Event (as defined in Section 8.11.1 of this Agreement)
in accordance with Section 8.11.1 of this Agreement. 









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	  	        2.4.2
       Other Transfers.







	  	        (a)     General
Mills agrees to cause GMSNACKS to sell to PepsiCo France SNC, and PepsiCo agrees to cause PepsiCo France SNC to purchase from
GMSNACKS, the GM SFPBF Shares; 







	  	        (b)     General
Mills agrees to cause General Mills (Suisse) SVE S.a.r.l. to sell to Frito Lay Trading Company GmbH, and PepsiCo agrees to cause
Frito Lay Trading Company GmbH to purchase from General Mills (Suisse) SVE S.a.r.l., the GM FLTCE Shares; provided,
however, that General Mills and PepsiCo may mutually agree upon an alternative manner of transferring the GM FLTCE Shares;








	  	        (c)     General
Mills agrees to cause General Mills Holding One (Germany) GmbH to sell to PIE, and PepsiCo agrees to cause PIE to purchase from
General Mills Holding One (Germany) GmbH, the GM SVE Russia Shares; 







	  	        (d)     General
Mills agrees to cause General Mills International Ltd. to sell to PIE, and PepsiCo agrees to cause PIE to purchase from General
Mills International Ltd., the GM SVE Hungary Shares; 







	  	        (e)     General
Mills agrees to cause General Mills International Ltd. to sell to Seven-Up Nederland B.V., and PepsiCo agrees to cause Seven-Up
Nederland B.V. to purchase from General Mills International Ltd., the GM SVE Veurne Shares, 







	  	in the case of each of clauses (a) through (e) of this Section
2.4.2, free and clear of any restrictions on transfer or Liens (other than Permitted Transfer Restrictions). The transactions
described in this Section 2.4.2 are referred to as the “Other Transfers.” With effect as of the Closing, PepsiCo
and General Mills shall cause the Other Transfers to occur for consideration in cash in an amount equal to (x) the Aggregate
Consideration minus (y) the Redemption Consideration (such amount, the “Other Transfers Consideration”).







        2.5
       General Mills Deliveries at Closing. On the Closing Date, subject to the terms
and conditions herein: 



	  	        2.5.1
       General Mills shall deliver or cause to be delivered to PepsiCo duly executed documents
of conveyance (the “Documents of Conveyance”) with respect to the GMI SVE Interests (other than the GM SVE Deemed
Interests). 







	  	        2.5.2
       General Mills shall deliver to PepsiCo the certificates contemplated by
Sections 6.2 and 6.3 of this Agreement. 







	  	        2.5.3
       General Mills shall deliver to PepsiCo a counterpart signature page to the Amended and
Restated License Agreement duly executed by General Mills. 







	  	        2.5.4
       General Mills shall deliver or cause to be delivered to PepsiCo a counterpart signature
page to the Amended and Restated Supply Agreement duly executed by General Mills Europe S.a.r.l. 









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	  	        2.5.5
       General Mills shall deliver to PepsiCo a counterpart signature page to the 2002 Patent
License Addendum. 







	  	        2.5.6
       General Mills shall deliver or cause to be delivered to PepsiCo a waiver in the agreed
form to any and all claims or interest in the GM SVE Deemed Interests. 







	  	        2.5.7
       General Mills shall deliver to PepsiCo the executed Promissory Note. 







	  	        2.5.8
       General Mills shall cause all shareholder loans issued by General Mills or any General
Mills Affiliate to Frito-Lay Trading Company (Europe) GmbH to be either assigned to a PepsiCo Affiliate or cancelled, at the
option of PepsiCo. 







        2.6
       PepsiCo Deliveries at Closing.  On the Closing Date, subject to the terms and
conditions herein: 



	  	        2.6.1
       PepsiCo shall deliver to General Mills the certificates contemplated by Sections 7.2
and 7.3 of this Agreement.  







	  	        2.6.2
       PepsiCo shall deliver or cause to be delivered to General Mills any required counterpart
signature pages to the Documents of Conveyance.  







	  	        2.6.3
       PepsiCo shall deliver or cause to be delivered powers of attorney relating to the
termination of the License Agreement and the execution of the Amended and Restated
License Agreement.  







	  	        2.6.4
       PepsiCo shall deliver or cause to be delivered to General Mills a counterpart signature
page to the Amended and Restated License Agreement duly executed by Frito-Lay Trading
Company (Europe) GmbH.  







	  	        2.6.5
       PepsiCo shall deliver or cause to be delivered to General Mills a counterpart signature
page to the Amended and Restated Supply Agreement duly executed by PepsiCo and Frito-Lay
Trading Company (Europe) GmbH.  







	  	        2.6.6
       PepsiCo shall deliver to General Mills a counterpart signature page to the 2002 Patent
License Addendum.  







3.        Representations
and Warranties.  



        3.1
       By PepsiCo. As an inducement for General Mills to enter into this Agreement,
PepsiCo hereby represents and warrants to General Mills as follows:  



	  	        3.1.1
       Organization. PepsiCo is a corporation duly organized and validly existing and in
good standing under the laws of the state of North Carolina, and has all corporate power
and authority required to carry on its business as now conducted and to own and operate
its properties and facilities as now owned and operated.  









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	  	        3.1.2
       Authority. The execution, delivery and performance by PepsiCo of this Agreement
and by each PepsiCo Entity of each Ancillary Agreement to which it is a party, and the
consummation by each PepsiCo Entity and other PepsiCo Affiliate (which for purposes of
this Section 3.1.2 does not include the SVE Entities) of the transactions contemplated
hereby and thereby, are within such PepsiCo Entity’s or other PepsiCo Affiliate’s
corporate powers and have been duly authorized by all necessary corporate action on the
part of such PepsiCo Entity or other PepsiCo Affiliate. No other corporate proceedings on
the part of such PepsiCo Entity or other PepsiCo Affiliate are, and no shareholder
approval is, or will be, necessary for the execution, delivery or performance by PepsiCo
of this Agreement or by the PepsiCo Entities or other PepsiCo Affiliates of the Ancillary
Agreements and the transactions contemplated hereby and thereby. This Agreement has been
duly and validly executed by PepsiCo, and each Ancillary Agreement to which a PepsiCo
Entity is a party will be duly and validly executed by such PepsiCo Entity. This
Agreement constitutes the legal, valid and binding agreement of PepsiCo, enforceable
against PepsiCo in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally and subject to general principles of equity. Each of the Ancillary Agreements
will, when executed, constitute the legal, valid and binding agreement of such PepsiCo
Entity party thereto, enforceable against such PepsiCo Entity in accordance with its
terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and subject to
general principles of equity.  







	  	        3.1.3
       Non-Contravention. The execution, delivery and performance by PepsiCo of this
Agreement do not and will not, and the execution, delivery and performance by each
PepsiCo Entity of each Ancillary Agreement to which it is a party will not (a) contravene
or conflict with the certificate of incorporation or bylaws or similar organizational
documents of any PepsiCo Entity or other PepsiCo Affiliate (which for purposes of this
Section 3.1.3(a) does not include any SVE Entity) or (b) contravene or conflict with
or constitute a violation of any provision of any Applicable Law binding upon or
applicable to any PepsiCo Entity or other PepsiCo Affiliate (which for purposes of this
Section 3.1.3(b) does not include any SVE Entity) or any of its assets, except for
violations which, individually and in the aggregate, would not reasonably be expected to
prevent or materially delay the consummation of the transactions contemplated by this
Agreement.  







	  	        3.1.4
       No Required Consents. With respect to the PepsiCo Entities and other PepsiCo
Affiliates (which for purposes of this Section 3.1.4 do not include any SVE Entities)
that take part in any of the transactions contemplated by this Agreement, there are no
Required Contractual Consents or Required Governmental Consents, the failure of which to
obtain would, individually or in the aggregate, reasonably be expected to prevent or
materially delay the consummation of the transactions contemplated by this Agreement.  







	  	        3.1.5
       Representations Regarding Tax Matters. Immediately after the Closing, the owners
of SVE will be under no obligation to dissolve SVE. No plan or intention exists to
dissolvethe Dutch SVE Subsidiary or to cause the Dutch SVE Subsidiary to be
classified as other than a corporation for United States federal income tax purposes. No
plan or intention exists to dissolve the Transferred Operating Companies or to cause any
such entity to be classified as other than a corporation for United States federal income
tax purposes other than with respect to Snack Ventures Inversiones S.L. For purposes of
this Section 3.1.5, Snack Ventures S.A. (Spain) shall be treated as a Transferred
Operating Company.  









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        3.2
       By General Mills. As an inducement for PepsiCo to enter into this Agreement,
General Mills hereby represents and warrants to PepsiCo as follows:  



	  	        3.2.1
       Organization. General Mills is a corporation duly organized and validly existing
and in good standing under the laws of the state of Delaware, and has all corporate power
and authority required to carry on its business as now conducted and to own and operate
its properties and facilities as now owned and operated.  







	  	        3.2.2
       Authority. The execution, delivery and performance by General Mills of this
Agreement and by each General Mills Entity of each Ancillary Agreement to which it is a
party, and the consummation by each General Mills Entity and other General Mills
Affiliate of the transactions contemplated hereby and thereby, are within such General
Mills Entity’s or other General Mills Affiliate’s corporate powers and have
been duly authorized by all necessary corporate action on the part of such General Mills
Entity or other General Mills Affiliate. No other corporate proceedings on the part of
such General Mills Entity or other General Mills Affiliate are, and no shareholder
approval is, or will be, necessary for the execution, delivery or performance by General
Mills of this Agreement or by the General Mills Entities or other General Mills
Affiliates of the Ancillary Agreements and the transactions contemplated hereby and
thereby. This Agreement has been duly and validly executed by General Mills, and each
Ancillary Agreement to which a General Mills Entity is a party will be duly and validly
executed by such General Mills Entity. This Agreement constitutes the legal, valid and
binding agreement of General Mills, enforceable against General Mills in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and subject to
general principles of equity. Each of the Ancillary Agreements will constitute the legal,
valid and binding agreement of such General Mills Entity party thereto, enforceable
against such General Mills Entity in accordance with its terms, except as may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and subject to general principles of equity.  







	  	        3.2.3
       Non-Contravention. The execution, delivery and performance by General Mills of
this Agreement do not and will not, and the execution, delivery and performance by each
General Mills Entity of each Ancillary Agreement to which it is a party will not (a) contravene
or conflict with the certificate of incorporation or bylaws or similar organizational
documents of any General Mills Entity or other General Mills Affiliate or (b) contravene
or conflict with or constitute a violation of any provision of any Applicable Law binding
upon or applicable to any General Mills Entity or other General Mills Affiliate or any of
its assets, except for violations which, individually and in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect or prevent or materially
delay the consummation of the transactions contemplated by this Agreement.  







	  	        3.2.4
       No Required Consents. With respect to the General Mills Entities and other General
Mills Affiliates that take part in any of the transactions contemplated by this
Agreement, there are no Required Contractual Consents or Required Governmental Consents,
the failure of which to obtain would, individually or in the aggregate, reasonably be
expected to prevent or materially delay the consummation of the transactions contemplated
by this Agreement.  









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	  	        3.2.5
       Fundamental Matters.







	  	        (a)     GMSNACKS
          owns the GMSNACKS SVE Shares free and clear of all Liens (other than Permitted
          Transfer Restrictions) and General Mills Holding B.V. owns the General Mills
          Holding SVE Shares free and clear of all Liens (other than Permitted Transfer
          Restrictions). Each of GMSNACKS and General Mills Holding B.V. has full right,
          power and authority to transfer the GMSNACKS SVE Shares and the General Mills
          Holding SVE Shares, respectively, in accordance with this Agreement.  







	  	        (b)              GMSNACKS
owns the GM SFPBF Shares free and clear of all Liens (other than           Permitted
Transfer Restrictions). GMSNACKS has full right, power and authority           to
transfer the GM SFPBF Shares in accordance with this Agreement.  







	  	        (c)              General
Mills (Suisse) SVE S.a.r.l. owns the GM FLTCE Shares free and clear of           all
Liens (other than Permitted Transfer Restrictions). General Mills (Suisse)           SVE
S.a.r.l. has full right, power and authority to transfer the GM FLTCE Shares           in
accordance with this Agreement.  







	  	        (d)              General
Mills Holding One (Germany) GmbH, a German limited liability company and           an
indirect, wholly owned subsidiary of General Mills, owns the GM SVE Russia
          Shares free and clear of all Liens (other than Permitted Transfer
Restrictions).           General Mills Holding One (Germany) GmbH has full right, power
and authority to           transfer the GM SVE Russia Shares in accordance with this
Agreement.  







	  	        (e)              General
Mills International Ltd., a Delaware corporation and an indirect wholly           owned
subsidiary of General Mills, owns (i) the GM SVE Hungary Shares and (ii)           the GM
SVE Veurne Shares, in each case free and clear of all Liens (other than
          Permitted Transfer Restrictions). General Mills International Ltd. has full
          right, power and authority to transfer the GM SVE Hungary Shares and the GM SVE
          Veurne Shares in accordance with this Agreement.  







4.        Survival
of Representations, Warranties and Covenants; Indemnification.  



        4.1
       Survival of Representations and Warranties. The representations and warranties
contained in Sections 3.1 and 3.2 of this Agreement shall survive the Closing until
the first anniversary of the Closing Date, provided that the representations and
warranties of General Mills set forth in Section 3.2.5 of this Agreement shall
survive the Closing indefinitely. The covenants contained in this Agreement shall survive
the Closing until fully discharged.  



        4.2
       Indemnification by PepsiCo. From and after the Closing, PepsiCo shall indemnify
and hold General Mills, its Affiliates and their respective officers and directors (the
“GM Indemnitees”) harmless against and with respect to, and shall
reimburse the GM Indemnitees for any and all Losses incurred in connection with, arising
out of, resulting from or incident to:  



	  	        4.2.1
       a breach of any representation or warranty of PepsiCo contained herein, or in a
certificate deliverable to General Mills under Section 2.6.1 of this Agreement;  







	  	        4.2.2
       a breach of any covenant or agreement of PepsiCo contained herein; or 









-15-









	  	        4.2.3
       any liabilities of any of the SVE Entities or arising from the business or assets of the
SVE Entities, whether before or after the Closing, other than any of the foregoing
arising from General Mills Holding B.V.‘s (a) fraud, (b) gross negligence or (c)
acts with respect to which neither PepsiCo nor any of its Affiliates had knowledge.  







        4.3
       Indemnification by General Mills. From and after the Closing, General Mills shall
indemnify and hold PepsiCo, its Affiliates and their respective officers and directors
(the “PepsiCo Indemnitees”) harmless against and with respect to, and
shall reimburse the PepsiCo Indemnitees for any and all Losses incurred in connection
with, arising out of, resulting from or incident to:  



	  	        4.3.1
       a breach of any representation or warranty of General Mills contained herein, or in any
certificate deliverable to PepsiCo under Section 2.5.2 of this Agreement;  







	  	        4.3.2
       a breach of any covenant or agreement of General Mills contained herein; or 







	  	        4.3.3
       General Mills Holding B.V.‘s (a) fraud, (b) gross negligence or (c) acts with
respect to which neither PepsiCo nor any of its Affiliates had knowledge, in each case in
connection with General Mills Holding B.V.‘s role as the managing general partner of
SVE prior to the Closing.  







        4.4
       Procedure for Indemnification.  The procedure for indemnification shall be as
follows: 



	  	        4.4.1
       The party claiming indemnification (the “Claimant”) shall promptly give
written notice to the party from whom indemnification is claimed (the “Indemnifying
Party”) of any claim, whether between the parties or brought by a third party,
specifying (a) in reasonable detail, the factual basis for such claim and (b) in
good faith, the estimated amount of such claim. If the claim relates to an action, suit,
hearing, arbitration, proceeding (public or private) or investigation that has been
brought by or against any Governmental Authority or any other Person filed by a third
party against the Claimant (“Proceeding”), such notice shall be given by
Claimant within 10 Business Days after written notice of such Proceeding was received by
Claimant. The failure of the Claimant to provide such written notice within the time
period specified shall not relieve the Indemnifying Party of its indemnification
liability under this Agreement, unless and except to the extent that such failure
materially prejudices the rights of the Indemnifying Party in defending against the claim
or Proceeding.  







	  	        4.4.2
       Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall
have 30 days to make such investigation of the claim as the Indemnifying Party deems
necessary or desirable. For the purposes of such investigation, the Claimant agrees to
make available to the Indemnifying Party the information relied upon by the Claimant to
substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to
the expiration of said 30-day period (or any mutually agreed upon extension thereof) to
the validity and amount of such claim, the Indemnifying Party shall immediately pay to
the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do
not agree within said period (or any mutually agreed upon extension thereof), subject to
Section 4.4.3 of this Agreement, with respect to third-party claims, the Claimant
may seek appropriate legal remedy.  









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	  	        4.4.3
       With respect to any claim by a third party as to which the Claimant is entitled to
indemnification hereunder, the Indemnifying Party shall have the right, at its own
expense, to participate in or assume control of the defense of such claim, and the
Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for
actual out-of-pocket expenses incurred by the Claimant as the result of a request by the
Indemnifying Party. The Claimant shall have the right to approve legal counsel selected
by the Indemnifying Party, which approval shall not be unreasonably withheld. If the
Indemnifying Party elects to assume control of the defense of any third-party claim, the
Claimant shall have the right to participate in the defense of such claim with legal
counsel of its own selection; provided, however, that the Claimant shall pay the
fees and expenses of such counsel unless the named parties to any such claim include both
the Claimant and the Indemnifying Party and the Claimant has been advised by counsel that
there may be one or more legal defenses available to it which are different from or
additional to those available to the Indemnifying Party (in which case, if the Claimant
informs the Indemnifying Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to
assume the defense of such claim on behalf of the Claimant), it being understood that the
Indemnifying Party shall not, in connection with any one claim, be liable for the fees
and expenses of more than one separate firm of attorneys at any time for the Claimant. If
the Indemnifying Party does not elect to assume control or otherwise participate in the
defense of any third-party claim, it shall be bound by the results obtained by the
Claimant with respect to such claim; provided, however, that no settlement or
compromise of any claim which may result in any indemnification liability may be made by
the Claimant without the prior written consent of the Indemnifying Party, which consent
shall not be unreasonably withheld or delayed. The Indemnifying Party may pay, settle or
compromise any claim by a third party (a) with the written consent of the Claimant, not
to be unreasonably withheld or delayed, or (b) without the written consent of the
Claimant, so long as such settlement includes (i) an unconditional release of the
Claimant from all liability in respect of such third party claim, (ii) does not subject
the Claimant to any injunctive relief or other equitable remedy, and (iii) does not
include a statement or admission of fault, culpability or failure to act by or on behalf
of any Claimant.  







	  	        4.4.4
       Upon satisfaction of any third-party claim pursuant to this Section 4.4, the
Indemnifying Party shall be subrogated to all rights and remedies of the Claimant against any third party with respect to such
claim; provided that such right of subrogation shall be limited in amount to the amount actually received by the Claimant
from the Indemnifying Party with respect to such claim; and provided, further, that any claim by an Indemnifying Party
against any such third party resulting from such right of subrogation shall be subordinated to any claim of the Claimant against
such third party for amounts in excess of the amount actually received by the Claimant from the Indemnifying Party pursuant to
this Section 4.4. 







	  	        4.4.5
       The amount of any claim indemnifiable by an Indemnifying Party pursuant to this Section
4.4 shall be reduced (a) by the amount of any insurance proceeds resulting from the subject matter of such claim actually received
by the Claimant in respect of such claim (net of any resulting increase in insurance premiums and any expenditures made in
connection with obtaining such insurance recovery), and (b) to take account of any Tax benefit to the Claimant arising from the
claim (net of the Tax detriment, if any, arising from the receipt of insurance proceeds or indemnification payments by or on
behalf of the Claimant). 









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        4.5
       Exclusive Remedy. Except in the case of fraud or intentional misrepresentation,
this Article 4 shall be the exclusive remedy of each party following the Closing for
any breaches of the representations and warranties contained in Sections 3.1 or 3.2
of this Agreement. Notwithstanding anything to the contrary in this Article 4, the
foregoing provisions of this Article 4 shall not apply with respect to Tax
indemnification matters, which matters shall instead be governed exclusively by Section
5.4 of this Agreement.  



5.        Covenants of the Parties.  



        5.1
       Mutual Covenants.



	  	        5.1.1
       Bulk Transfer Laws. PepsiCo and General Mills hereby waive compliance with the
provisions of any so-called “bulk transfer law” or similar law of any
jurisdiction in connection with the Redemption or Other Transfers.  







	  	        5.1.2
       Publicity. Until such time as SVE shall have paid the Redemption Consideration
pursuant to Section 2.4.1(c) of this Agreement, General Mills and PepsiCo will consult with each other before issuing any press
release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, subject to the
immediately following sentence will not issue any such press release or make any such public statement without the prior written
consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, any such
press release or public statement as may be required by Applicable Law or any listing agreement with any national securities
exchange may be issued without such consent if the party making such release or statement has used its reasonable efforts to
consult with the other party. General Mills and PepsiCo agree that the first public announcement regarding the execution of this
Agreement shall be in the form attached hereto as Exhibit E. 







	  	        5.1.3
       GM SVE True-Up Payment. PepsiCo and General Mills agree that, on or prior to
Closing, PepsiCo and/or its Affiliates shall make a true-up payment to General Mills or its designated Affiliate in an aggregate
amount equal to $12.3 million (the “GM SVE True-Up Payment”), which payment shall fully settle and satisfy all
claims and obligations arising from or relating to (a) General Mills’ ownership of the GMI SVE Interests (i) between (A)
General Mills or any of its Affiliates, on the one hand, and (B) any SVE Entity, on the other hand, and (ii) between (A) General
Mills or any of its Affiliates, on the one hand, and (B) PepsiCo or any of its Affiliates, on the other hand, and (b) the rights
and obligations of General Mills and PepisCo under the terms of the Settlement Agreement entered into by and between General Mills
and PepsiCo and dated December 4, 2002 (the “Settlement Agreement”), in each case as at the date of Closing and
other than as otherwise provided for in this Agreement. The GM SVE True-Up Payment shall be payable by wire transfer in
immediately available U.S. dollars to such account or accounts designated by General Mills in such manner agreed by PepsiCo and
General Mills. 









-18-









	  	        5.1.4
       Performance by SVE. PepsiCo and General Mills shall take all actions necessary to
cause SVE to perform and comply with all of its obligations under this Agreement required
to be performed or complied with by SVE.  







	  	        5.1.5
       Reasonable Best Efforts. Prior to the Closing Date, upon the terms and subject to
the conditions of this Agreement, each of General Mills and PepsiCo agrees to use
reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause
to be done, all things necessary, proper or advisable under any Applicable Laws, rules or
regulations to consummate and make effective as promptly as practicable the Redemption
and the Other Transfers.  







        5.2
       PepsiCo Covenants.



	  	        5.2.1
       Substitute Guaranties. PepsiCo shall (a) no later than the Closing, use
commercially reasonable efforts to work together with General Mills to cause General Mills and any of its Affiliates to be
released, effective as of the Closing, from the guaranties given by General Mills or such Affiliates for the benefit of any SVE
Entity set forth on Schedule 5.2.1 of this Agreement (the “Guaranty Releases”) and (b) use
commercially reasonable efforts (i) promptly following the Closing to cause itself or one or more of its Affiliates to be
substituted in all respects for General Mills or any of its Affiliates in respect of the other guaranties given by General Mills
or such Affiliates for the benefit of any SVE Entity set forth on Schedule 5.2.1 of this Agreement and (ii) promptly
following receipt of notice thereof from General Mills, use commercially reasonable efforts to work together with General Mills to
obtain the release of General Mills or such Affiliates from any other guaranties given by General Mills or such Affiliates for the
benefit of any SVE Entity, to the extent given for the benefit of an SVE Entity, provided, that in the event that,
notwithstanding the commercially reasonable efforts of PepsiCo and General Mills, PepsiCo and General Mills are unable to obtain
such releases, PepsiCo hereby agrees to indemnify and hold General Mills or such Affiliates harmless from and against all Losses
incurred by them in connection with, arising out of or resulting from such unobtained guaranties. 







	  	        5.2.2
       PepsiCo/General Mills Interactions. It being understood that General Mills has
negotiated this Agreement on its own behalf and for its own account, PepsiCo hereby agrees that it shall not seek the assistance
or participation of any officer, agent or employee of any Electing Company in connection with the transactions contemplated by
this Agreement, or in any negotiations or discussions relating thereto, other than purely ministerial functions so long as General
Mills or its U.S. subsidiaries provide any such required assistance or participation as reasonably requested by PepsiCo. 







	  	        5.2.3
       Ownership of Certain General Mills Trademarks.  PepsiCo hereby
acknowledges and agrees that the trademarks listed on Schedule 5.2.3 of this Agreement (the “GM
Trademarks”) are the exclusive property of General Mills or its Affiliates, as the case may be.  At the request of
General Mills, PepsiCo shall, and shall cause its Affiliates and the SVE Entities to, take any action necessary to vest in General
Mills or its Affiliates, as the case may be, exclusive ownership of the GM Trademarks. 









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	  	        5.2.4
       Acceptance of Resignations and Related Matters.







	  	        (a)    As
promptly as practicable following the Closing, PepsiCo shall cause the SVE Entities to accept the resignations referred to in
Section 5.3.1 of this Agreement and to release the individuals who have resigned pursuant to Section 5.3.1 of this Agreement from
liability for the performance of their duties as directors. 







	  	        (b)    As
promptly as practicable following the Closing, PepsiCo shall amend the articles of association of SVE to delete any reference to
General Mills Holding B.V. as managing general partner of SVE. 







	  	        (c)    As
promptly as practicable following the Closing and in accordance with Applicable Laws, PepsiCo shall file or publish notice of the
termination of office of (i) General Mills Holding B.V. as managing general partner of SVE and (ii), if required by any Applicable
Laws, those directors who have resigned pursuant to Section 5.3.1 of this Agreement. 







        5.3
       General Mills Covenants.



	  	        5.3.1
       Resignations. At or as promptly as practicable following the Closing (but in any
event no later than five (5) Business Days following the Closing), General Mills shall cause (a) General Mills Holding B.V., the
SVE managing general partner appointed by General Mills, and (b) any General Mills designees on the board of directors (or similar
governing body) of any SVE Entity to tender to SVE (or such other applicable SVE Entity) their resignations. 







	  	        5.3.2
       Non-Competition Agreement.







	  	        (a)    In
recognition of the proprietary nature of the intellectual property and know-how transferred to the SVE Entities as part of the
Merger Agreement and this Agreement, General Mills agrees that, until the third anniversary of the Closing Date, neither General
Mills nor any of its Affiliates shall, directly or indirectly, engage in the Restricted Business in the Territory; provided,
however, that (i) General Mills may own, directly or indirectly, but solely as an investment, less than 5% of any class of
equity securities of any corporation that is publicly traded and engaged in the Restricted Business, and (ii) the restrictions
contained in this Section 5.3.2(a) shall not apply to (A) the manufacturing, marketing, distribution or sale of (1) Old El Paso
chips in the manner and format under which they are manufactured and sold by General Mills and its Affiliates as at the date
hereof (it being understood and agreed that General Mills and its Affiliates currently market such Old El Paso chips only in a
manner intended to promote the sale of such chips as part of their “yellow wall” Mexican food product line) or (2) Pop
Secret microwavable popcorn, (B) the transactions contemplated by the Amended and Restated Supply Agreement, or (C) any Person
that acquires General Mills by means of a merger or business combination, or otherwise, if such Person engages in the Restricted
Business at the time of such merger, business combination or other acquisition. 







	  	        (b)    General
Mills and PepsiCo acknowledge and agree that the time, scope, and other provisions of this Section 5.3.2 have been specifically
negotiated by sophisticated, commercial parties and specifically hereby agree that such time, scope and other provisions are
reasonable under the circumstances. General Mills and PepsiCo further agree that if, at any time, despite the express agreement of
General Mills and PepsiCo, a court or other authority of 









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	  	competent jurisdiction holds that any portion of this Section
5.3.2 is unenforceable because any of the restrictions therein are unreasonable, or for any other reason, such decision shall not
affect the validity or enforceability of any of the other provisions of this Agreement, and the maximum restrictions of time or
scope reasonable under the circumstances, as determined by such court or other authority, will be substituted for any such
restrictions which are held unenforceable. 






	  	        5.3.3
       Substitute Guaranties. General Mills shall (a) use commercially reasonable
efforts to work together with PepsiCo to cause General Mills and any of its Affiliates to obtain the Guaranty Releases, effective
as of the Closing and (b) use commercially reasonable efforts to work together with PepsiCo to obtain the release of General Mills
or such Affiliates from any other guaranties given by General Mills or such Affiliates for the benefit of any SVE Entity, to the
extent given for the benefit of an SVE Entity. 







	  	        5.3.4
       Ownership of Certain SVE Trademarks. General Mills hereby acknowledges and agrees
that the trademarks listed as Schedule 5.3.4 of this Agreement (the “SVE Trademarks”) are
the exclusive property of SVE or its Affiliates, as the case may be.  At the request of SVE, General Mills shall take any
action necessary to vest in SVE or its Affiliates, as the case may be, exclusive ownership of the SVE Trademarks. 







        5.4
       Tax Matters.



	  	        5.4.1
       Tax Indemnification.







	  	        (a)              PepsiCo
shall pay or cause to be paid, shall be liable for, and shall indemnify, defend and hold General Mills and its Affiliates harmless
from and against any and all Taxes incurred by General Mills or any of its Affiliates to the extent arising out of or resulting
from the breach by PepsiCo or any of its Affiliates of a covenant made in Section 5.4.3 of this Agreement. 







	  	        (b)              General
Mills shall promptly give written notice to PepsiCo of any claim for indemnification pursuant to this Section 5.4.1, whether
between the parties or brought by a third party, specifying (i) in reasonable detail, the factual basis for such claim and
(ii) in good faith, the estimated amount of such claim. If the claim relates to an action, suit, hearing, arbitration,
proceeding (public or private) or investigation that has been brought by or against any Governmental Authority or any other Person
filed by a third party against General Mills (a “Tax Proceeding”), such notice shall be given by General Mills
within 10 Business Days after written notice of such Tax Proceeding was received by General Mills. The failure of General Mills to
provide such written notice within the time period specified shall not relieve PepsiCo of its indemnification liability under this
Agreement, unless and except to the extent that such failure materially prejudices the rights of PepsiCo or its Affiliates.
Following receipt of notice from General Mills of a claim, PepsiCo shall have 30 days to make such investigation of the claim as
PepsiCo deems necessary or desirable. For the purposes of such investigation, General Mills agrees to make available to PepsiCo
the information relied upon by General Mills to substantiate the claim. If General Mills and PepsiCo agree at or prior to the
expiration of said 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, PepsiCo
shall immediately pay to General Mills the full amount of the claim. If General Mills and PepsiCo do not agree within said period
(or any mutually agreed upon extension thereof), General Mills may seek appropriate legal remedy. For the avoidance of doubt, the
parties agree 









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	  	and acknowledge that General Mills shall be entitled to control in
all respects any Tax Proceeding with respect to any consolidated, combined or unitary tax return that includes General Mills or
any of its Affiliates, and PepsiCo shall be bound by the results obtained by General Mills with respect to such Tax Proceeding;
provided, however, that with respect to any Tax Proceeding arising from the breach by PepsiCo or any of its
Affiliates of a covenant made in Section 5.4.3 of this Agreement (i) General Mills shall provide PepsiCo with a timely and
reasonably detailed account of each phase of such Tax Proceeding, (ii) General Mills shall consult with PepsiCo and offer PepsiCo
an opportunity to comment before taking any significant action in connection with such Tax Proceeding and shall reasonably take
PepsiCo’s comments into account, (iii) General Mills shall consult with PepsiCo and offer PepsiCo an opportunity to comment
before submitting any written materials prepared or furnished in connection with such Tax Proceeding and shall reasonably take
PepsiCo’s comments into account, and (iv) General Mills shall defend such Tax Proceeding diligently and in good faith;
provided,
further, however, that no settlement, compromise or concession of any claim
which           may result in any indemnification liability may be made by General Mills
without           the prior written consent of PepsiCo which consent shall not be
unreasonably           withheld or delayed. The amount of any claim indemnifiable by
PepsiCo pursuant           to this section 5.4.1 shall be reduced to take account of any
Tax benefit to the           claimant arising from the claim (net of the Tax detriment,
if any, arising from           the receipt of indemnification payments by or on behalf of
General Mills).  






	  	        5.4.2
       Tax Sharing Agreements. Anything in any other agreement to the contrary
notwithstanding, all liabilities and obligations between General Mills or any of its Affiliates on the one hand and PepsiCo or any
of its Affiliates on the other hand, under any Tax allocation or Tax sharing agreement in effect prior to the Closing Date (other
than this Agreement) shall cease and terminate as of the Closing Date as to all past, present and future taxable periods. 







	  	        5.4.3
       Covenants.







	  	        (a)              With
respect to any of the SVE Entities that is characterized as a foreign corporation for United States federal income tax purposes,
from the date of the Closing through the end of the taxable period for United States federal income tax purposes of such entity
that includes the Closing Date, PepsiCo shall not, and shall cause its Affiliates (including the SVE Entities) not to, take any
action or enter into any transaction that would be considered under the Code to constitute the payment of an actual or deemed
dividend by such company, including pursuant to Section 304 of the Code.For the avoidance of doubt, no action or
transaction contemplated by this Agreement (including the Redemption) shall be deemed a breach of the covenants contained in this
Section 5.4.3(a). 







	  	        (b)              With
respect to each of the SVE Entities, PepsiCo shall not, and shall cause its Affiliates (including the SVE Entities) not to, take
any action that is outside the ordinary course of business or enter into any transaction that is outside the ordinary course of
business, from the Closing Date through the end of the taxable period for United States federal income tax purposes of such SVE
Entity that includes the Closing Date, that would result in the realization of income or gain that would increase the income
inclusion by General Mills (i) under Section 1248 of the Code with respect to the Redemption or Other Transfers or (ii) under
Section 951 of the Code with respect to that taxable period. For the avoidance of doubt, no action or transaction contemplated by
this Agreement (including the Redemption) shall be deemed a breach of the covenants contained in this Section 5.4.3(b). 









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	  	        (c)              PepsiCo
shall cause the remaining owners of SVE after Closing not to dissolve SVE for at least 30 days after Closing. 







	  	        (d)              PepsiCo
shall cause the Dutch SVE Subsidiary to remain in existence for two years after Closing and shall continue to classify the Dutch
SVE Subsidiary as a corporation for United States federal income tax purposes during those two years. 







	  	        (e)              PepsiCo
shall cause the Transferred Operating Companies to remain in existence for two years after Closing and shall continue to classify
the Transferred Operating Companies as corporations for United States federal income tax purposes during those two years, other
than with respect to Snack Ventures Inversiones S.L. For purposes of this Section 5.4.3(e), Snack Ventures S.A. (Spain) shall be
treated as a Transferred Operating Company. 







	  	        (f)              If
SVE does not have sufficient funds to pay the Redemption Consideration pursuant to 2.4.1(c) of this Agreement, SVE shall borrow
any additional funds necessary to pay the Redemption Consideration from a third party that is not an Affiliate of SVE or from an
Affiliate of PepsiCo or SVE that does not have a direct ownership interest in SVE. 







	  	        5.4.4
       Tax Treatment of Payments. General Mills, PepsiCo and their respective Affiliates
shall treat any and all payments under this Section 5.4 or Article 4 of this Agreement as an adjustment to the Aggregate
Consideration for Tax purposes unless they are required to treat such payments otherwise by applicable Tax laws. 







	  	        5.4.5
       754 Election. General Mills and PepsiCo will have made or will cause SVE and its
subsidiaries to make an election under Section 754 of the Code. 







	  	        5.4.6
       Stewardship Documentation. PepsiCo shall use its best efforts to provide
documentation to General Mills to support General Mills’ share of stewardship expenses paid through the Closing Date. 







	  	        5.4.7
       Contribution to Dutch SVE Subsidiary. General Mills shall notify PepsiCo if its
tax treatment of the contribution to the Dutch SVE Subsidiary pursuant to Section 2.4.1(a) of this Agreement is challenged by the
U.S. Internal Revenue Service. 







	  	        5.4.8
       Form 8832. General Mills shall (a) cause each of the Electing Companies to
execute a Form 8832 in which each Electing Company elects to be treated as a disregarded entity for United States federal income
tax purposes, each of which Form 8832 shall be effective at least one day prior to the date on which the transfers described in
Section 2.4.1(a) of this Agreement occur, and (b) cause each such Form 8832 to be filed with the U.S. Internal Revenue Service.








	  	        5.4.9
       Coordination. Claims for indemnification with respect to Taxes shall be governed
exclusively by this Section 5.4 and not by any provision of Article 4 of this Agreement.  









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6.        Conditions
to Obligations of PepsiCo. PepsiCo’s obligation to complete the Redemption and the Other Transfers is subject to
the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be
waived by PepsiCo, but only in a writing signed by PepsiCo): 



        6.1
       Deliveries at Closing. General Mills shall have delivered or caused to be
delivered to PepsiCo the closing documents required to be delivered pursuant to Section 2.5 of this Agreement. 



        6.2
       Accuracy of Representations and Warranties. The representations and warranties of
General Mills, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse
Effect, shall be true and correct on the Closing Date, with only such exceptions as would not, individually or in the aggregate,
have or reasonably be expected to have a Material Adverse Effect, and at the Closing, PepsiCo will have received a certificate to
such effect executed by an executive officer of General Mills. 



        6.3
       Covenants. General Mills shall have performed and complied in all material
respects with all of its covenants contained in this Agreement on or before the Closing (to the extent that such covenants require
performance by General Mills on or before the Closing), and at the Closing, PepsiCo will have received a certificate to such
effect executed by an executive officer of General Mills. 



        6.4
       Compliance with Law; No Legal Restraints. There shall not be issued promulgated,
enacted or adopted, or threatened in writing by any Governmental Authority, any order, decree, temporary, preliminary or permanent
injunction, or any judgment or ruling by any Governmental Authority that prohibits or renders illegal the Redemption or the Other
Transfers. 



        6.5
       Ancillary Agreements. (a) General Mills shall have executed a counterpart of the
Amended and Restated License Agreement, (b) General Mills shall have executed a counterpart of the 2002 Patent License Addendum,
(c) General Mills Europe S.a.r.l. shall have executed a counterpart of the Amended and Restated Supply Agreement and (d) General
Mills shall have delivered to PepsiCo the executed Promissory Note. 



7.        Conditions
to Obligations of General Mills. General Mills’ obligation to complete the Redemption and the Other Transfers is subject
to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be
waived by General Mills, but only in a writing signed by General Mills): 



        7.1
       Deliveries at Closing. PepsiCo shall have delivered or caused to be delivered to
General Mills the closing documents required to be delivered pursuant to Section 2.6
of this Agreement.  



        7.2
       Accuracy of Representations and Warranties. The representations and warranties of
PepsiCo, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect,
shall be true and correct on the Closing Date, with only such exceptions as would not, individually or in the aggregate, have or
reasonably be expected to have a Material Adverse Effect, and at the Closing, General Mills will have received a certificate to
such effect executed by an executive officer of PepsiCo. 





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        7.3
       Covenants. PepsiCo will have performed and complied in all material respects with
all of its covenants contained in this Agreement on or before the Closing (to the extent that such covenants require performance
by PepsiCo on or before the Closing), and at the Closing, General Mills will have received a certificate to such effect executed
by an executive officer of PepsiCo. 



        7.4
       GM SVE True-Up Payment. General Mills or one of its Affiliates shall have received
the GM SVE True-Up Payment in accordance with Section 5.1.3 of this Agreement. 



        7.5
       Compliance with Law; No Legal Restraints. There shall not be issued promulgated,
enacted or adopted, or threatened in writing by any Governmental Authority, any order, decree, temporary, preliminary or permanent
injunction, legislative enactment, statute, regulation, action or proceeding, or any judgment or ruling by any Governmental
Authority that prohibits or renders illegal the Redemption or the Other Transfers. 



        7.6
       Guaranty Releases. PepsiCo shall have used commercially reasonable efforts to
have delivered to General Mills instruments reasonably satisfactory to General Mills evidencing the Guaranty Releases. 



        7.7
       Forms 8832.   (a) General Mills shall have caused each of the
Electing Companies to execute a Form 8832, effective at least one day prior to the date on which the transfers described in
Section 2.4.1(a) of this Agreement occur, pursuant to which each Electing Company shall have elected to be treated as a
disregarded entity for United States federal income tax purposes and (b) General Mills shall have caused each such Form 8832
to be filed with the U.S. Internal Revenue Service. 



        7.8
       Transferred Operating Companies. The transfer of all of SVE’s shares of the
Transferred Operating Companies to the Dutch SVE Subsidiaryshall have been completed in accordance with Section 2.4.1(a) of
this Agreement. 



        7.9
       Ancillary Agreements.   (a) Frito-Lay Trading Company
(Europe) GmbH and PepsiCo shall have executed counterparts of the Amended and Restated Supply Agreement, (b) Frito-Lay
Trading Company (Europe) GmbH shall have executed a counterpart of the Amended and Restated License Agreement, and (c) PepsiCo
shall have executed a counterpart of the 2002 Patent License Addendum. 



8.        Miscellaneous.  



        8.1
       Termination of Certain Agreements.



	  	        8.1.1
       Subject to Section 8.11 of this Agreement, effective as of the Closing Date and
contingent upon the consummation of the transactions contemplated by this Agreement, the Merger Agreement shall be terminated and
of no further force or effect. 







	  	        8.1.2
       Subject to Section 8.11 of this Agreement, effective as of the Closing Date and
contingent upon the consummation of the transactions contemplated by this Agreement, General Mills shall no longer have any rights
or obligations under the Umbrella Agreement. 









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        8.2
       Intellectual Property Matters. Subject to Section 8.11 of this Agreement,
effective as of the Closing Date and contingent upon the consummation of the transactions contemplated by this Agreement, all
licenses to Intellectual Property (as such term is defined in the License Agreement) utilized by SVE pursuant to the provisions of
either Article IX of the Merger Agreement or the License Agreement are hereby revoked and replaced with the Amended and Restated
License Agreement. 



        8.3
       Confidential Information. Both parties will keep confidential all information
relating to the technology and other trade practices of each other (the “Confidential Information”) to which the
parties were exposed during the course of their efforts in connection with the transactions contemplated by the Merger Agreement
and will not use it in any way other than as set forth in this Agreement or in the Amended and Restated License Agreement, or
disclose it at any time to any other party. Nothing in this Section 8.3 shall prevent either party from using or disclosing any
Confidential Information which has been made publicly available other than by the party seeking to use or disclose such
Confidential Information or from complying with any judgment, decree or other legal requirement to disclose such Confidential
Information, provided always that such disclosing party shall use all reasonable efforts to obtain satisfactory assurances
of confidential treatment for the Confidential Information required to be so disclosed. 



        8.4
       Further Assurances. Each of the parties hereto does hereby covenant and agree on
behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record,
publish, and deliver such other instruments, documents and statements, and to take such other action as may be required by law or
as may be reasonably necessary, appropriate or expedient to effectively carry out the purposes of this Agreement. 



        8.5
       Entire Agreement. This Agreement, including all Exhibits and Schedules, the
Ancillary Agreements and the other instruments or documents executed and/or delivered in connection herewith, constitutes the
entire agreement among the parties pertaining to the subject matter hereof, and supersedes all prior oral and written, and all
contemporaneous oral, agreements and understandings pertaining thereto. Except as set forth in this Agreement, all claims and
obligations arising from or relating to General Mills’ ownership of the GMI SVE Interests (a) between (i) General Mills or
any of its Affiliates and (ii) any SVE Entity, and (b) between (i) General Mills or any of its Affiliates and (ii) PepsiCo or any
of its Affiliates, are hereby settled. This Agreement may be amended only by the prior written mutual agreement of each of the
parties. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the 2002 Patent License,
the Ancillary Agreements and (for the avoidance of doubt) the Settlement Agreement shall continue in full force and effect in
accordance with their terms. 



        8.6
       Governing Law. This Agreement, including its existence, validity, construction
and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws
of the state of New York, without regard to otherwise governing principles of conflicts of law. 





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        8.7
       Construction. This Agreement shall be construed as if each of General Mills and
PepsiCo prepared this Agreement. The headings contained in this Agreement and in any Exhibit or Schedule hereto are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The terms defined in the singular
shall have a comparable meaning when used in the plural, and vice versa. When a reference is made in this Agreement to Articles,
Sections, Exhibits or Schedules, such reference shall be to an Article or Section of or Exhibit or Schedule to this Agreement
unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.” The phrases “the date of this
Agreement,” “the date hereof” and terms of similar import, unless the context otherwise requires, shall be deemed
to refer to the date set forth in the first paragraph of this Agreement. The words “hereof,” “hereby,”
“herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not to
any particular Section or Article in which such words appear. All references to dollar amounts shall be deemed to be references to
U.S. Dollars. 



        8.8
       Successors and Assigns. The covenants, terms and provisions set forth herein
shall inure to the benefit of and be enforceable by the parties, their assigns and successors in interest, including any entity
into which either of the parties may be merged or by which it may be acquired, provided that rights, duties and obligations
hereunder may not be assigned by any party hereto without the prior written consent of the other parties. Any attempted assignment
in violation of this Section 8.8 shall be null and void. 



        8.9
       Severability. In the event that any provision of this Agreement or any word,
phrase, clause, sentence or other portion thereof (including the geographical and temporal restrictions contained herein) should
be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a
manner so as to make this Agreement as modified legal and enforceable to the fullest extent permitted under Applicable Laws.




        8.10
       Dispute Resolution.



	  	        8.10.1
       Cooperation and Consultation. In the event of any claim, dispute or controversy
of whatever nature, arising out of, in connection with, or in relation to the interpretation, performance or breach of this
Agreement (or any other agreement contemplated by or related to this Agreement), including any claim based on contract, tort or
statute (collectively, a “Dispute”), the parties hereto shall use their best efforts to settle such Dispute. To
this effect, they shall consult and negotiate with each other, in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. 







	  	        8.10.2
       Mediation. If a Dispute cannot be resolved within fifteen (15) days of
commencement of cooperation and consultation pursuant to the negotiation procedures set forth above in Section 8.10.1 of this
Agreement, then the Dispute shall be submitted to non-binding mediation. If a party wishes to initiate non-binding mediation,
notice of demand for non-binding mediation shall be submitted to the other party in writing. Such non-binding mediation shall be
conducted in accordance with the American Arbitration Association’s then-current Model Mediation Procedures and will be
conducted by a single mediator. Unless otherwise agreed between the parties, the mediator shall be an attorney with experience in
the food industry and shall be selected by both parties and the non-binding mediation shall be conducted in New York, New York.
Except as required by law, no party nor the mediator shall disclose the existence, 









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content,
or results of any non-binding mediation hereunder without the prior written consent of
all parties. Each party shall bear its own costs and expenses of the non-binding
mediation. Further, all mediation expenses, including the filing fees and fees and costs
of the mediator, will be equally shared between the parties. Such non-binding mediation
will be scheduled as soon as possible by agreement of the parties and the mediator.  






	  	        8.10.3
       Arbitration. If a Dispute cannot be resolved within thirty (30) days of
commencement of non-binding mediation pursuant to the mediation procedures set forth
above in Section 8.10.2 of this Agreement, then the Dispute shall be settled by final and
binding arbitration conducted in New York, New York. Each of General Mills and PepsiCo
shall appoint an arbitrator and the two arbitrators so selected shall jointly select
another arbitrator who shall serve as chairperson of the panel and who shall be an
attorney experienced in the food industry. The final decision regarding the Dispute shall
be determined by a majority vote of the arbitrators and in accordance with the Commercial
Arbitration Rules then in effect of the American Arbitration Association. The final
decision regarding the Dispute shall be made within sixty (60) days from the date of
appointment of the third arbitrator. Each party hereto expressly consents to, and waives
any future objection to, such forum and arbitration rules. Judgment upon any award may be
entered by any state or federal court having jurisdiction thereof. Except as required by
law, no party nor the arbitrators shall disclose the existence, content, or results of
any arbitration hereunder without the prior written consent of all parties. Except as
provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement
and all proceedings pursuant to this Section 8.10.3. Each party shall bear its own costs
and expenses of arbitration. Further, all arbitration expenses, including the filing fees
and fees and costs of the arbitrator, will be equally shared between the parties.  







	  	        8.10.4
       Provisional Remedies. Adherence to this dispute resolution process shall not limit
the right of the parties hereto to obtain any provisional remedy, including injunctive or
similar relief, from any court of competent jurisdiction as may be necessary to protect
their respective rights and interests pending arbitration. Notwithstanding the foregoing
sentence, this dispute resolution procedure is intended to be the exclusive method of
resolving any Dispute arising out of or relating to this Agreement.  







        8.11
       Nullification Event.



	  	        8.11.1
       Notwithstanding anything to the contrary contained in this Agreement, if (w) the Closing
shall have occurred, (x) the PepsiCo Loan and the Other Transfers Consideration shall
have been received by General Mills, (y) General Mills shall not have repaid in full the
PepsiCo Loan and (z) a Belgian Governmental Authority of competent jurisdiction shall
have issued an order, decree or ruling or taken any other action annulling, nullifying or
otherwise reversing the Redemption such that GMSNACKS and General Mills Holding B.V.
shall again own the GM SVE Shares, and such order, decree or ruling or other action shall
have become final and non-appealable (a “Nullification Event”):  







	  	        (a)              Any
outstanding balance of the PepsiCo Loan shall become immediately due and
          payable and General Mills shall repay the PepsiCo Loan and the Other Transfers
          Consideration as soon as reasonably practicable following the occurrence of the
          Nullification Event, by wire transfer of immediately available U.S. dollars to
          such account or accounts designated by PepsiCo, in all events subject to, and
          simultaneously with, the satisfaction of the covenants set forth in Sections
          8.11.1(b) and (c).  









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	  	        (b)              PepsiCo
and General Mills shall take, or cause to be taken, all actions and           shall do,
or cause to be done, all things necessary, proper or advisable under           Applicable
Law to ensure that those Affiliates of General Mills that owned the           GM SVE
Interests as at the date of Closing shall own the GM SVE Interests (or
          equivalent interests) free and clear of all Liens (other than Permitted
Transfer           Restrictions), such that General Mills shall have all of the rights,
benefits           and entitlements of the beneficial owner of a 40.5% interest in each
of the SVE           Entities, in each case with effect as of the date of the
Nullification Event, it           being understood that PepsiCo and General Mills shall
share equally the cost of           any Transfer Taxes and expenses directly related to
effecting the transactions           contemplated by this Section 8.11.1(b).  







	  	        (c)              PepsiCo
and General Mills shall take, or cause to be taken, all actions and           shall do,
or cause to be done, all things necessary, proper or advisable under           Applicable
Law to ensure that each of the Merger Agreement, the Umbrella           Agreement, the
License Agreement, and the Supply Agreement shall become           operative upon the
occurrence of a Nullification Event and that each of the           Ancillary Agreements
shall immediately terminate and shall be of no further           force or effect, in each
case with effect as of the date of the Nullification           Event.  







	  	        8.11.2
       Each of PepsiCo and General Mills acknowledges and agrees that the purpose of this
Section 8.11 is to restore PepsiCo’s and General Mills’ relationship as it
existed prior to the Closing solely in the event of the occurrence of a Nullification
Event.  







	  	        8.11.3
       Each of PepsiCo and General Mills acknowledges and agrees that the operation of the
business of the SVE Entities between the date of the Closing and the date of the
Nullification Event shall be for the sole benefit of PepsiCo and its Affiliates.  







	  	        8.11.4
       Each of PepsiCo and General Mills agrees that it shall cooperate with the other and shall
each use its commercially reasonable efforts to avoid the occurrence of a Nullification
Event, including defending through litigation on the merits any claim asserted in any
court by any Person.  







	  	        8.11.5
       Notwithstanding anything to the contrary contained in this Agreement, this Section 8.11
and any and all obligations hereunder shall immediately terminate upon the repayment in
full of the PepsiCo Loan.  







        8.12
       Parties in Interest. Except for the rights of certain third parties to
indemnification pursuant to Article 4 of this Agreement and except as otherwise expressly
set forth in this Agreement, nothing herein expressed or implied is intended to or shall
be construed to confer upon or give any Person, other than the parties hereto, and their
respective successors and permitted assigns, any rights or remedies under or by reason of
this Agreement.  



        8.13
       Expenses. Except as expressly provided in this Agreement, each of the parties
shall pay all costs and expenses incurred by or on its behalf in connection with,
relating to or arising out of the execution, delivery and performance of this Agreement
and the Ancillary Agreements and the consummation of the transactions contemplated hereby
and thereby, including, without limiting the generality of the foregoing, fees and
expenses of their financial 





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consultants, accountants and legal
counsel. General Mills and PepsiCo shall share equally the cost of any Transfer Taxes and
expenses incurred after the date hereof and directly related to implementing the
contribution to the Dutch SVE Subsidiary contemplated by Section 2.4.1(a) of this
Agreement, the Redemption and/or the Other Transfers, so long as General Mills and
PepsiCo have agreed in advance to the incurring of such Transfer Taxes or expenses.  



        8.14
       Notices. Any notice, consent, payment, demand, or communication required or
permitted to be given by any provision of this Agreement shall be in writing and shall be
(a) delivered personally to the Person or to an officer of the Person to whom the
same is directed, or (b) sent by facsimile (with confirmation of transmission) or
overnight delivery, addressed as follows:  



      If to PepsiCo:



            PepsiCo, Inc.

            700 Anderson Hill Road

            Purchase, NY 10577

            Attn: General Counsel

            Fax: (914) 253-3123



      If to General Mills:



            General Mills, Inc.

            Number One General Mills Blvd.

            Minneapolis, MN 55426

            Attn: General Counsel

            Fax: (763) 764-3302



        with a copy to: 



            Wachtell, Lipton, Rosen & Katz

            51 West 52nd Street

            New York, NY 10019-6150

            Attn: Steven A. Rosenblum, Esq.

            Fax: (212) 403-2000



or to such other address as any party
may from time to time specify as to itself by notice to the others. Any such notice shall
be deemed to be delivered, given and received for all purposes as of: (x) the date so
delivered, if delivered personally, (y) upon receipt of a confirmation of successful
transmission, if sent by facsimile, or (z) on the date of receipt or refusal
indicated on the return receipt, if sent by registered or certified mail, return receipt
requested, postage and charges prepaid and properly addressed. 



        8.15
Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and
the same instrument binding on all parties hereto.  





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9.        Termination.  



        9.1
       Termination. This Agreement may be terminated at any time prior to the Closing: 



	  	        9.1.1
       by the mutual written consent of General Mills and PepsiCo; 







	  	        9.1.2
       by either General Mills or PepsiCo if any Governmental Authority shall have issued an
order, decree or ruling or taken any other action permanently restraining, enjoining or
otherwise prohibiting the Redemption or the Other Transfers, and such order, decree,
ruling or other action shall have become final and non-appealable; or  







	  	        9.1.3
       by either General Mills or PepsiCo if the Closing shall not have occurred by April 30,
2005 (the “Outside Date”); provided, however, that the
right to terminate this Agreement pursuant to this Section 9.1.3 shall not be available
to any party whose breach of any provision of this Agreement results in the failure of
the Closing to have occurredby the Outside Date.  







        9.2
       Procedure and Effect of Termination. In the event of termination of this
Agreement pursuant to Section 9.1 of this Agreement, written notice thereof shall
forthwith be given by the terminating party to the other party, and this Agreement shall
thereupon terminate and become void and have no effect, and the transactions contemplated
hereby shall be abandoned without further action by the parties hereto, except that the
provisions of this Article 9 shall survive the termination of this Agreement; provided,
however, that such termination shall not relieve any party hereto of any liability
for any willful breach of this Agreement.  



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        IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first written above. 


		 	GENERAL MILLS, INC.	 
	 	 
		 	By:             /s/ Stephen W. Sanger                          	 
		 	Name: Stephen W. Sanger	 
		 	Title: Chairman of the Board and Chief Executive Officer
	 	 
	 	 
		 	PEPSICO, INC.	 
	 	 
		 	By:             /s/ Michael D. White                             	 
	 	 	Name: Michael D. White	 
		 	Title: Chairman and CEO, Pepsico International	 






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