Section 2.13.  CONTINGENT PURCHASE PRICE ADJUSTMENT.  (a) Immediately upon
consummation of the Merger, Diageo shall cause Pillsbury Stockholder to deliver
to a bank or financial institution in the United States mutually acceptable to
General Mills and Diageo, as escrow agent (the "ESCROW AGENT"), $642 million in
cash, by wire transfer of immediately available funds to be held by the Escrow
Agent pursuant to a customary escrow agreement (the "ESCROW AGREEMENT"), in form
and substance mutually acceptable to General Mills, Diageo and Pillsbury
Stockholder. If mutually agreed by General Mills and Diageo, in lieu of delivery
to the Escrow Agent of $642 million in cash, Diageo may cause Pillsbury
Stockholder to deliver to the Escrow Agent $642 million of investments mutually
selected by General Mills and Pillsbury Stockholder. In the event Pillsbury
Stockholder delivers cash to the Escrow Agent, the Escrow Agent shall invest
such funds as mutually directed by General Mills and Pillsbury Stockholder. The
funds or investments delivered to the Escrow Agent, together with any interest
or other proceeds with respect thereto, shall be the "ESCROW FUND." The Escrow
Fund shall be released upon the giving of a joint instruction (the "JOINT
INSTRUCTION") by General Mills and Pillsbury Stockholder pursuant to
paragraph (b) or (c) below. All costs and expenses relating to the Escrow
Agreement, including the fees and expenses of the Escrow Agent, shall be borne
equally by General Mills and Pillsbury Stockholder.

        (b) Unless the stockholders of General Mills have approved a Disposition
    prior to the Anniversary Date, General Mills and Pillsbury Stockholder shall
    (and Diageo shall cause Pillsbury Stockholder to) give the Joint Instruction
    to the Escrow Agent on the Anniversary Date, instructing the payout of the
    Escrow Fund as follows. The Joint Instruction pursuant to this
    paragraph (b) shall instruct the Escrow Agent to pay to General Mills from
    the Escrow Fund, on or as promptly as practicable following the Anniversary
    Date, an amount, if any, equal to the total amount of the Escrow Fund less
    an amount, if any, equal to the product of (i) the number of General Mills
    Shares Held multiplied by (ii) the Contingent Share Value. The Joint
    Instruction pursuant to this paragraph (b) shall further instruct the Escrow
    Agent to return to Pillsbury Stockholder the remainder of the Escrow Fund,
    if any, promptly following payment of the amount, if any, set forth above to
    General Mills.

        (c) In the event the stockholders of General Mills approve a Disposition
    prior to the Anniversary Date, General Mills and Pillsbury Stockholder shall
    (and Diageo shall cause Pillsbury Stockholder to) give the Joint Instruction
    to the Escrow Agent no later than the date of the Disposition, instructing
    the payout of the Escrow Fund as follows. The Joint Instruction pursuant to
    this paragraph (c) shall instruct the Escrow Agent to pay to General Mills
    from the Escrow Fund, on or as promptly as practicable following the date of
    the Disposition, an amount, if any, equal to the total amount of the Escrow
    Fund less an amount, if any, equal to the product of (i) the number of
    General Mills Shares Held multiplied by (ii) the Disposition Value. The
    Joint Instruction pursuant to this paragraph (c) shall further instruct the
    Escrow Agent to return to Pillsbury Stockholder the remainder of the Escrow
    Fund, if any, promptly following payment of the amount, if any, set forth
    above to General Mills.

        (d) The number of shares of General Mills Common Stock or type of
    property or securities issuable in connection with the transactions
    contemplated by this Agreement and the Subsidiary Purchase Agreements, the
    Contingent Share Value, the Maximum Contingent Share Value, the Disposition
    Value, the Target Price, the General Mills Shares Held and the calculation
    of Market

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    Value shall be appropriately and equitably adjusted to reflect (i) the
    payment of any extraordinary distribution or dividend on shares of General
    Mills Common Stock (other than regular quarterly cash dividends), (ii) any
    stock split, stock dividend or combination of such shares or (iii) any
    consolidation, merger or other event which results in the conversion or
    exchange of such shares.

        (e) All calculations and determinations pursuant to this Section 2.13
    shall be mutually agreed upon by Diageo and General Mills in good faith, and
    shall be final and binding upon all of the parties to this Agreement and on
    the Pillsbury Stockholder. General Mills and Diageo agree to treat Pillsbury
    Stockholder as the owner of the Escrow Fund for U.S. federal income Tax
    purposes until the Escrow Fund is disbursed pursuant to the terms hereof and
    the Escrow Agreement, except to the extent otherwise required pursuant to a
    Determination.