THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

General Mills, Inc. (GIS)

8/11/2005 Proxy Information

Diageo plc Relationship and Transactions

Stockholders Agreement. We acquired The Pillsbury Company on October 31, 2001 from Diageo plc (“Diageo”). Under a stockholders agreement, we granted Diageo limited governance rights, as well as certain registration rights covering the shares of our common stock that Diageo received as partial consideration for Pillsbury. The agreement imposes restrictions on voting, transfer and sale of our common stock held by Diageo and its affiliates, which are described in more detail below.

Until October 31, 2021 or, if earlier, the date on which Diageo owns less than 5 percent of our outstanding common stock, Diageo has agreed (i) to vote its General Mills stock in favor of the director nominees recommended by our Board of Directors and (ii) on votes relating to other matters, subject to certain exceptions described in the stockholders agreement, to vote all of its shares in proportion to the votes cast by the holders of General Mills voting securities not owned by Diageo.

The stockholders agreement includes a standstill provision under which Diageo agreed not to acquire additional shares of our common stock until October 31, 2021 or, if earlier, three years following the date on which Diageo owns less than 5 percent of our outstanding common stock, subject to certain exceptions set forth in the agreement. The standstill provision also restricts Diageo from making stockholder proposals, participating in proxy solicitations or proposing mergers or other extraordinary transactions involving General Mills. The stockholders agreement also prohibits Diageo from seeking to affect or influence the control of our Board or management.

Purchase of Diageo Call Options. In October 2002, we sold zero-coupon convertible debentures with a face value of approximately $2.23 billion for gross proceeds of approximately $1.5 billion. To offset any dilution that General Mills stockholders might incur in connection with conversion of the debentures, we purchased call options from Diageo on approximately 29 million shares of our common stock that Diageo owns. The call options expire in October 2005. The terms of the call options require that Diageo continue to hold the shares subject to the options until exercise or expiration.

Supplemental Marketing Agreement. On June 23, 2004, we entered into a Supplemental Marketing Agreement with Diageo. Under the agreement, we agreed to file a registration statement and to include in the registration statement 49,907,680 shares of our common stock held by Diageo. On October 8, 2004, Diageo sold 33,314,760 shares of our common stock in an underwritten offering pursuant to such registration statement. Concurrently with Diageo’s sale of shares, we purchased 16,592,920 shares of our common stock from Diageo for $750 million, or $45.20 per share. The purchase price we paid to Diageo was equal to the price at which Diageo sold its shares in the underwritten offering. Currently, Diageo indirectly holds approximately 29 million shares of our common stock (see information under the heading “Ownership of General Mills Common Stock by Directors, Officers and Certain Beneficial Owners” above for additional information regarding Diageo’s ownership of our common stock).

Other Management Transactions

Hilda Ochoa-Brillembourg, a General Mills director, is a director and minority owner of Emerging Markets Investment Corporation (“EMI”) and Emerging Market Managers LLC (“EMM”). Approximately $80 million of General Mills pension plan and savings plan assets are invested in EMI, and EMM received management fees of approximately $774,873 attributable to these investments during fiscal 2005. Ms. Ochoa-Brillembourg is not an employee or officer of EMI or EMM and is not involved in their day-to-day operations. The Board of Directors determined that these relationships do not impair her independence.

8/20/2004 Proxy Information

General Mills acquired The Pillsbury Company, and certain Diageo subsidiaries, on October 31, 2001 from Diageo plc, a UK-based company. At closing, The Pillsbury Company became a wholly owned subsidiary of General Mills, and Diageo received $3.596 billion in cash and 134 million shares of General Mills common stock. In addition, Pillsbury retained $234.3 million of debt as of the transaction closing date. On November 1, 2001, Diageo exercised its right under the stockholders agreement to sell 55 million General Mills shares directly to the Company at a price of $42.14 per share. Following that sale and subsequent transfers of the remaining shares among its affiliates, Diageo, as of June 30, 2004, indirectly holds 79 million shares of the Company’s common stock through Diageo US Limited, its subsidiary.

Purchase of Diageo Call Options. In October 2002, General Mills sold zero-coupon convertible debentures with a face value of approximately $2.23 billion for gross proceeds of approximately $1.5 billion. To offset any dilution that General Mills stockholders might incur in connection with conversion of the debentures, the Company purchased call options from Diageo on approximately 29 million shares of General Mills shares that Diageo owns. The call options expire in October 2005. The Company paid Diageo $89.3 million for the purchase of the call options. The terms of the call options require that Diageo continue to hold the shares subject to the options until exercise or expiration.

Stockholders Agreement. Under the stockholders agreement, Diageo was granted limited governance rights, as well as certain registration rights covering the shares of General Mills common stock that Diageo received as partial consideration for Pillsbury. Under this agreement, Diageo agreed to dispose of at least 75 percent of the original 134 million shares by October 31, 2011.

The agreement imposes restrictions on voting, transfer and sale of the General Mills shares held by Diageo and its affiliates, which are described in more detail below.

Voting Restrictions on the General Mills Shares. Until October 31, 2021, (or earlier, if Diageo owns less than 5 percent of the outstanding shares of General Mills common stock) Diageo has agreed (1) to vote its General Mills stock in favor of the director nominees recommended by the Company’s Board of Directors and (2) on votes relating to other matters, subject to certain exceptions described in the stockholders agreement, to vote all of its shares in proportion to the votes cast by the holders of General Mills voting securities not owned by Diageo.

Restrictions on Diageo Group Actions. The stockholders agreement includes a standstill provision in which Diageo agreed not to acquire additional shares of General Mills common stock until October 31, 2021 or, if earlier, three years following the date on which Diageo owns less than 5 percent of the outstanding Company common stock, subject to certain exceptions set forth in the agreement.

The standstill provision also restricts Diageo from making stockholder proposals, participating in proxy solicitations or proposing mergers or other extraordinary transactions involving the Company. The stockholders agreement also prohibits Diageo from seeking to affect or influence the control of the General Mills Board or the Company’s management.

Restrictions on Transfer of General Mills Common Stock. Diageo agreed that so long as the stockholders agreement remains in effect, it will not transfer any shares of General Mills common stock without the Company’s prior consent except:

• in an underwritten public offering registered under the Securities Act of 1933 in a manner designed to result in a wide distribution or in a private transaction conducted in accordance with conditions specified in the stockholders agreement, provided that in each case Diageo may not transfer shares to any person or group that, following such transfer, would own more than 5 percent of the voting stock of General Mills, or in the case of certain institutional investors, would own more than 10 percent of General Mills voting stock;

• in connection with a business combination, tender or exchange offer or other extraordinary transaction recommended by the General Mills Board of Directors, or in connection with any other tender or exchange offer after other General Mills stockholders have tendered more than 50 percent of the outstanding General Mills common stock and all material conditions to the offer have been satisfied or waived by the offeror;

• to General Mills or its subsidiaries;

• to a financial institution acting in the capacity of trustee with respect to an exchangeable or convertible security of Diageo, but only in accordance with the transfer restrictions in the stockholders agreement; or

• to Diageo or to any controlled affiliate of Diageo or to any new Diageo holding company so long as the transferee agrees to be bound by the provisions of the stockholders agreement.

Participation in General Mills Share Repurchase Programs. Diageo has the right to participate in General Mills’ share repurchase programs. General Mills will notify Diageo annually with the number of shares of General Mills common stock repurchased by the Company during the fiscal year and the average price per share paid. Diageo will have the right to sell a pro rata portion of its General Mills common stock to the Company within 15 days of that notification.

Demand and Piggyback Registration Rights. Diageo may require that General Mills register the sale of its shares of General Mills common stock a total of 12 times (demand registration rights), with no more than one registration in any nine-month period. Upon a demand registration request, General Mills will have the right to elect to purchase some or all of the shares requested to be registered. Diageo is also entitled to participate in registered offerings initiated by General Mills or a third party (piggyback registration rights).

Second Amendment to Stockholders Agreement. On June 23, 2004, General Mills entered into a Second Amendment to Stockholders Agreement with Diageo wherein the parties terminated Diageo’s right to nominate members to the General Mills Board of Directors.

Supplemental Marketing Agreement. On June 23, 2004, General Mills entered into a Supplemental Marketing Agreement and Waiver with Diageo. Under this agreement, General Mills agreed to file a universal shelf registration statement and to include in the registration statement 49,907,680 General Mills common shares held by Diageo. The shares were included in lieu of any “piggyback” registration rights that Diageo might otherwise have with respect to the registration statement. The agreement provides that General Mills and Diageo will work for up to one year in good faith to sell to the public 49,907,680 shares of the General Mills’ common stock currently owned by Diageo, or any smaller number agreed to by General Mills and Diageo. The agreement further contemplates that:

• a portion of the shares, which portion will be 49,907,680 less the number of shares sold to General Mills as described in the next bullet, will be sold directly by Diageo, and

• at the same time, General Mills will repurchase from Diageo a number of shares determined by Diageo having an aggregate value of between $500 million and $750 million, and General Mills or a third party will sell equity-linked securities related to those shares.

However, Diageo has the right to sell all 49,907,680 shares, or any smaller number agreed to by General Mills and Diageo, directly through a block trade to an underwriter or syndicate of underwriters for resale to the public, subject to General Mills’ right to match the price offered by that underwriter and purchase those shares. The agreement provides that Diageo will not sell shares under the registration statement except in the transactions outlined above. Any other transaction under the registration statement would require General Mills’ consent.

Other Management Transactions

Hilda Ochoa-Brillembourg, a General Mills director, is a director and minority owner of Emerging Markets Investment Corporation (“EMI”) and Emerging Market Managers LLC (“EMM”). Approximately $60 million of General Mills pension plan and savings plan assets are invested in EMI, and EMM received management fees of approximately $633,000 attributable to these investments during fiscal 2004. Ms. Ochoa-Brillembourg also had an indirect ownership interest in Numeric Investors L.P. (“Numeric”). Numeric, directly or through its affiliated investment funds, manages approximately $294 million of General Mills benefit plan assets and received aggregate management fees of approximately $3.5 million during fiscal 2004. Ms. Ochoa-Brillembourg’s relationship with Numeric ended June 17, 2004. Ms. Ochoa-Brillembourg is not an employee or officer of EMI, EMM or Numeric and is not involved in their day-to-day operations. The Board of Directors determined that these relationships do not impair her independence.

8/8/2003 Proxy Information

DIAGEO PLC RELATIONSHIP AND TRANSACTIONS

General Mills acquired The Pillsbury Company, and certain Diageo subsidiaries, on October 31, 2001 from Diageo plc, a UK-based company. At closing, The Pillsbury Company became a wholly owned subsidiary of General Mills, and Diageo received $3.596 billion in cash and 134 million shares of General Mills common stock. In addition, Pillsbury retained $234.3 million of debt as of the transaction closing date. On November 1, 2001, Diageo exercised its right under the stockholders agreement to sell 55 million General Mills shares directly to the Company at a price of $42.14 per share. Following that sale and subsequent transfers of the remaining shares among its affiliates, Diageo indirectly holds 79 million shares of the Company's common stock through Diageo Midwest B.V., its wholly owned subsidiary.

Contingent Purchase Price Adjustment. Under terms of the agreement, Diageo held contingent value rights that required payment to Diageo on April 30, 2003, of up to $395 million, based on the General Mills stock price and the number of General Mills shares that Diageo continued to hold on that date. Diageo received $273 million based on the average price of General Mills stock of $45.55 per share for the 20 trading days prior to that date and the 79 million shares Diageo held.

Purchase of Diageo Call Options. In October 2002, General Mills sold zero-coupon convertible debentures with a face value of approximately $2.23 billion for gross proceeds of approximately $1.5 billion. To offset any dilution that General Mills stockholders might incur in connection with conversion of the debentures, the Company purchased call options from Diageo on approximately 29 million shares of General Mills shares that Diageo owns. The call options expire in October 2005. The Company paid Diageo $89.3 million for the purchase of the call options. The terms of the call options require that Diageo continue to hold the shares subject to the options until exercise or expiration.

Stockholders Agreement. Under the stockholders agreement, Diageo agreed to dispose of at least 75 percent of the original 134 million shares by October 31, 2011.

The agreement also governs Diageo's continuing right to designate nominees for election to the Company's Board of Directors and imposes restrictions on voting, transfer and sale of the General Mills shares held by Diageo and its affiliates, which are described in more detail below.

Diageo Designees for Nomination to the Company's Board of Directors. At the time of the Pillsbury transaction closing, Diageo directors, Paul S. Walsh, Diageo Chief Executive Officer, and John M. Keenan, Chief Executive Officer of Grand Cru Consulting, Ltd., both joined the General Mills Board of Directors. Messrs. Walsh and Keenan have again been selected as the Diageo nominees to stand for election to the General Mills Board of Directors in 2003.

Under the stockholders agreement, as long as Diageo holds at least 67 million of the original shares of General Mills common stock, Messrs. Walsh and Keenan or their successors (one of whom will always be the Chief Executive Officer of Diageo and the other of whom will be mutually agreed upon by Diageo and General Mills) will be selected to be nominees for election as directors of General Mills. If Diageo holds less than 67 million shares, but still owns at least 5 percent of the Company's outstanding shares, only the Diageo Chief Executive Officer will be designated as a director nominee. If the Company increases its board size to 16 or more directors, the number of Diageo designees will increase up to three; at a General Mills Board size of 20 or more directors, the number of Diageo designees will increase up to four. In each case, the exact number of Board members is dependent on the amount of General Mills shares owned by Diageo at the time.

Diageo Director Independence. In June 2003, the Company's Board of Directors adopted criteria for director independence. The Company's Board of Directors determined that Messrs. Walsh and Keenan are not independent because of their affiliation with and nomination by Diageo, the Company's largest shareholder

Voting Restrictions on the General Mills Shares. Until October 31, 2021, (or earlier, if Diageo owns less than 5 percent of the outstanding shares of General Mills common stock) Diageo has agreed (1) to vote its General Mills stock in favor of the director nominees recommended by the Company's Board of Directors and (2) on votes relating to other matters, subject to certain exceptions described in the stockholders agreement, to vote all of its shares in proportion to the votes cast by the holders of General Mills voting securities not owned by Diageo.

Restrictions on Diageo Group Actions. The stockholders agreement includes a standstill provision in which Diageo agreed not to acquire additional shares of General Mills common stock until October 31, 2021 or, if earlier, three years following the date on which Diageo owns less than 5 percent of the outstanding Company common stock, subject to certain exceptions set forth in the agreement.

The standstill provision also restricts Diageo from making stockholder proposals, participating in proxy solicitations or proposing mergers or other extraordinary transactions involving the Company. The stockholders agreement also prohibits Diageo from seeking to affect or influence the control of the General Mills Board or the Company's management, although it does not restrict Diageo's Board nominees from participating on the Board.

Restrictions on Transfer of General Mills Common Stock. Diageo agreed that so long as the stockholders agreement remains in effect, it will not transfer any shares of General Mills common stock without the Company's prior consent except: in an underwritten public offering registered under the Securities Act of 1933 in a manner designed to result in a wide distribution or in a private transaction conducted in accordance with conditions specified in the stockholders agreement;

• in connection with a business combination, tender or exchange offer or other extraordinary transaction recommended by the General Mills Board of Directors, or in connection with any other tender or exchange offer after other General Mills stockholders have tendered more than 50 percent of the outstanding General Mills common stock and all material conditions to the offer have been satisfied or waived by the offeror;

• to General Mills or its subsidiaries;

• to a financial institution acting in the capacity of trustee with respect to an exchangeable or convertible security of Diageo, but only in accordance with the transfer restrictions in the stockholders agreement; or

• to Diageo or to any controlled affiliate of Diageo or to any new Diageo holding company so long as the transferee agrees to be bound by the provisions of the stockholders agreement.

Participation in General Mills Share Repurchase Programs. Diageo has the right to participate in General Mills' share repurchase programs. General Mills will notify Diageo annually with the number of shares of General Mills common stock repurchased by the Company during the fiscal year and the average price per share paid. Diageo will have the right to sell a pro rata portion of its General Mills common stock to the Company within 15 days of that notification.

Demand and Piggyback Registration Rights. Diageo may require that General Mills register the sale of its shares of General Mills common stock a total of 12 times (demand registration rights), with no more than one registration in any nine-month period. Upon a demand registration request, General Mills will have the right to elect to purchase some or all of the shares requested to be registered. Diageo is also entitled to participate in registered offerings initiated by General Mills or a third party (piggyback registration rights).

Lease of Pillsbury Data Center. At the time of the Pillsbury closing, Pillsbury transferred or assigned the property, equipment, equipment leases and certain service contracts relating to the Pillsbury Data Processing Center in Minneapolis, Minnesota, to Guinness UDV North America, Inc., a subsidiary of Diageo. General Mills leased back the Data Center premises and equipment from Guinness. Under the lease terms, the Company paid rent of $450,000 per month, subject to certain adjustments. The lease expired April 30, 2003 and General Mills has ceased using the Data Center. During fiscal year 2003, the Company paid Guinness approximately $3.9 million in rental fees under the Data Center lease.

Transition Goods and Services. General Mills has entered into commercial agreements and arrangements with Diageo. In fiscal year 2003, the Company paid Diageo approximately $380,665 in fees for the purchase of transition goods and services under these arrangements. The transactions were negotiated on terms and at rates that the Company believes to be no less favorable than those which could have been obtained from other purchasers or vendors.

OTHER MANAGEMENT TRANSACTIONS

Hilda Ochoa-Brillembourg, who joined the General Mills Board of Directors in December 2002, is a director and minority owner of Emerging Markets Investment Corporation ("EMI") and Emerging Market Managers LLC ("EMM"). Approximately $42 million of General Mills pension plan and savings plan assets are invested in EMI, and EMM received management fees of approximately $600,000 attributable to these investments during fiscal 2003. Ms. Ochoa-Brillembourg also has an indirect ownership interest in Numeric Investors L.P. ("Numeric"). Numeric, directly or through its affiliated investment funds, manages approximately $200 million of General Mills benefit plan assets and received aggregate management fees of approximately $1.7 million during fiscal 2003. Ms. Ochoa-Brillembourg is not an employee or officer of EMI, EMM or Numeric and is not involved in their day-to-day operations. The Board of Directors determined that these relationships do not impair her independence.