EX-10.13






Exhibit 10.13




2005 SUPPLEMENTAL RETIREMENT PLAN

OF GENERAL MILLS, INC.




     Effective as of January 1, 2005, General Mills, Inc. hereby amends and restates the
Supplemental Retirement Plan of General Mills, Inc. and renames this portion of it the “2005
Supplemental Retirement Plan of General Mills, Inc.” for the exclusive benefit of its eligible
employees. The provisions of this amended and restated Plan are applicable only to amounts that
are not covered by the terms of the Supplemental Retirement Plan of General Mills, Inc. (As
Grandfathered Effective January 1, 2005), referred to herein as the “Grandfathered Plan,” because
they were not earned and vested by December 31, 2004. Amounts earned and vested by December 31,
2004 are covered exclusively by the terms of the Grandfathered Plan.



     This Plan is intended (1) to comply with Code section 409A and official guidance issued
thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for
the purpose of providing deferred compensation for a select group of management or highly
compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and
administered in a manner consistent with these intentions.



ARTICLE I




INTRODUCTION




     Section 1.1 Name of Plan. The name of the Plan is the “2005 Supplemental Retirement
Plan of General Mills, Inc.” It is also referred to as the “Plan.”



     Section 1.2 Effective Date. The effective date of the Plan is January 1, 2005. The
Plan, except as may otherwise be specifically provided herein, shall not apply to Participants who
separated from active service prior to January 1, 2005; such Participants shall be governed
exclusively by the Plan document in existence at the time of their separation. Also, this Plan
does not apply to the benefits of any Participant where such benefits were earned and vested as of
December 31, 2004.



ARTICLE II




DEFINITIONS




     Section 2.1 Base Plan shall mean a defined benefit pension plan sponsored by the
Company, which is qualified under the provisions of Code Section 401.



     Section 2.2 Board shall mean the Board of Directors of General Mills, Inc.



 









 





     Section 2.3 Change in Control occurs:




	 	(a)	 	upon the acquisition by an individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“1934 Act”) (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of voting securities of the Company where such
acquisition causes such Person to own 20% or more of the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided,
however, that for purposes of this subsection (a), the following acquisitions shall
not be deemed to result in a Change of Control: (i) any acquisition directly from the
Company, (ii) any acquisition by the Company, (iii) any acquisition by an employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any acquisition by any corporation
pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection
(c) below; and provided, further, that if any Person’s beneficial ownership of the
Outstanding Company Voting Securities reaches or exceeds 20% as a result of a
transaction described in clause (i) or (ii) above, and such Person subsequently
acquires beneficial ownership of additional voting securities of the Company, such
subsequent acquisition shall be treated as an acquisition that causes such Person to
own 20% or more of the Outstanding Company Voting Securities; or
	 
	 	(b)	 	if individuals who, as of a given date, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to such date whose
election, or nomination for election by the Company’s shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or
	 
	 	(c)	 	upon the approval by the shareholders of the Company of a reorganization,
merger or consolidation or sale or other disposition of all or substantially all of
the assets of the Company (“Business Combination”) or, if consummation of such
Business Combination is subject, at the time of such approval by shareholders, to the
consent of any government or governmental agency, the obtaining of such consent
(either explicitly or implicitly by consummation); excluding, however, such a Business
Combination pursuant to which (i) all or substantially all of the individuals




1









 






	 	 	 	and entities who were the beneficial owners of the Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 60% of, respectively, the then outstanding shares
of common stock and the combined voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation resulting from
such Business Combination (including, without limitation, a corporation that as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Company Voting Securities, (ii) no person
(excluding any employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding shares of common
stock or the corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such corporation except
to the extent that such ownership existed prior to the Business Combination and
(iii) at least a majority of the members of the board of directors or the
corporation resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or






	 	(d)	 	upon approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.





     Section 2.4 Code shall mean the Internal Revenue Code of 1986, as it may be amended
from time to time.



     Section 2.5 Company shall mean General Mills, Inc. and any of its subsidiaries or
affiliated business entities as shall be authorized to participate in the Plan by the Board, or its
delegate.



     Section 2.6 Compensation Committee shall mean the Compensation Committee of the Board.



     Section 2.7 Deferred Cash Award shall mean the cash amount deferred by an individual
under any formal plan of deferred compensation sponsored by the Company. A Deferred Cash Award
shall not include:




	 	(a)	 	any base salary which was deferred during calendar year 1986;
	 
	 	(b)	 	any interest or investment increment applied to the amount of the cash award
which is deferred; or




2









 






	 	(c)	 	Any cash amount deferred by any person under any individual contract or
arrangement with the Company or any of its subsidiaries or affiliated business
entities.





     Section 2.8 ERISA shall mean the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.



     Section 2.9 Grandfathered Plan shall mean the Supplemental Retirement Plan of General
Mills, Inc. (As Grandfathered Effective January 1, 2005) under which benefits were earned and
vested as of December 31, 2004 (within the meaning of Code section 409A and official guidance
thereunder).



     Section 2.10 Key Employee shall mean an employee treated as a “specified employee” as
of his Separation from Service under Code section 409A(a)(2)(B)(i) of the Company if the Company’s
stock is publicly traded on an established securities market or otherwise (i.e., a key
employee (as defined in Code section 416(i) without regard to paragraph (5) thereof)). Key
Employees shall be determined in accordance with Code section 409A using a December 31
identification date. A listing of Key Employees as of an identification date shall be effective
for the 12-month period beginning on the April 1 following the identification date.



     Section 2.11 Minor Amendment Committee shall mean the Minor Amendment Committee
appointed by the Compensation Committee, and shall include said Committee’s delegates.



     Section 2.12 “Maximum Benefit” shall mean the maximum annual benefit payable in
dollars permitted to be either accrued or paid to a participant of any Base Plan, as determined
under all applicable provisions of the Code and ERISA, specifically taking into account the
limitations of Code Sections 401(a)(17) and 415, and any applicable regulations thereunder. It is
specifically intended that the Maximum Benefit, as defined herein, shall take into account changes
in the dollar limits under Code sections 401(a)(17) and 415, and benefits payable from this Plan
and the Base Plan shall be adjusted accordingly. In addition, if a Base Plan limits the accrued
benefits of any Participant by restricting the application of future changes in such dollar limits
with respect to such Participant, benefits payable under this Plan shall nevertheless be determined
on the full amount that would have been permissible absent such restrictions under the Base Plan.



     Section 2.13 Participant shall mean an individual who is a participant in the
Company’s Executive Incentive Plan or who is eligible to defer compensation under a formal deferred
compensation program maintained by the Company, and who is:




	 	(a)	 	An active participant in one or more Base Plans on and after January 1, 2005
and whose accrued benefits, determined on the basis of the provisions of such Base
Plans without regard to the Maximum Benefit, would exceed the Maximum Benefit;




3









 






	 	(b)	 	An individual with a Deferred Cash Award, which, if included as compensation
under any Base Plans in which such individual is a participant, would result in a
greater accrued benefit under the provisions of such Base Plans; or
	 
	 	(c)	 	An active participant of the General Mills, Inc. Executive Incentive Plan who
is entitled to a vested Pension under a Base Plan and who is involuntarily terminated
prior to attainment of age 55, if the sum of such individual’s age and length of
company service at the date of termination equals or exceeds 75.




An eligible individual shall remain a Participant under this Plan until all amounts payable on his
or her behalf from this Plan have been paid.




     Section 2.14 Separation from Service shall mean a “separation from service” within the
meaning of Code section 409A; provided, however, for purposes of this determination, a reasonably
anticipated permanent reduction in the level of bona fide services to 21% or less of the average
level of bona fide services provided in the immediately preceding 36 months shall be deemed to be a
Separation from Service.



     Section 2.15 Defined Terms. Capitalized terms which are not defined herein shall have
the meaning ascribed to them in the relevant Base Plan.



ARTICLE III




BENEFITS




     This Article describes how a Participant’s total benefit under the Plan and the Grandfathered
Plan (if applicable) is calculated. Any portion of a Participant’s benefit covered by the
Grandfathered Plan will be distributed in accordance with the terms of the Grandfathered Plan and
will not be subject to the distribution rules of this Article III. The remaining portion of a
Participant’s benefit will be distributed in accordance with the terms of this Article III.



     Section 3.1 Effect of Retirement. Upon the Normal, Early, or Late Retirement of a
Participant, as provided under a Base Plan, such Participant shall be entitled to a benefit equal
to the amount determined in accordance with the provisions of the Base Plan without regard to the
limitations of the Maximum Benefit, including as compensation for purposes of such calculation any
Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the
Participant’s actual accrued benefit under such Base Plan or the Maximum Benefit.



     Section 3.2 Spouse’s Pension. Upon the death of a Participant whose surviving spouse
is eligible for a Spouse’s Pension under a Base Plan, such surviving spouse shall be entitled to a
benefit under this Plan, determined in accordance with the provisions of the Base Plan without
regard to the limitations of the Maximum Benefit, and including as



4









 







compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the
time of the award), reduced by the lesser of the actual Spouse’s Pension payable under such Base
Plan or the Maximum Benefit.



     Section 3.3 Effect of Termination Prior to Retirement Eligibility. If a Participant
terminates employment with the Company and is entitled to a Vested Deferred Pension under a Base
Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance
with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit,
including as compensation for purposes of such calculation any Deferred Cash Award (as if actually
paid at the time of the award), reduced by the lesser of the Participant’s actual accrued benefit
under such Base Plan or the Maximum Benefit.



     Section 3.4 Benefits Prior to Separation from Service. Prior to a Participant’s
separation from service due to Retirement, termination or death, benefits shall accrue under this
Plan, based on the Participant’s actual accrued benefit under a Base Plan or Plans, the Maximum
Benefit and Deferred Cash Awards, if any. A Participant’s benefit under this Plan may increase or
decrease, before or after Retirement or termination, as a result of changes in the formula under
any Base Plan, the Maximum Benefit, or changes in the earnings used to calculate benefits under a
Base Plan formula.



     Any benefit accrued under this Plan as a result of a Participant’s Deferred Cash Award shall
be payable only if, and to the extent that on the date of his or her termination of employment,
both of the following conditions are satisfied:



     (a) The Participant has a vested accrued benefit under the applicable Base Plan; and



     (b) A Deferred Cash Award was made during a year which is used in the calculation of Final
Average Earnings under this Plan on the date of termination.



     Section 3.5 Effect of Involuntary Termination of EIP Participants Prior to Retirement
Eligibility. In the event of the involuntary termination of an active Participant of the
General Mills, Inc. Executive Incentive Plan, where the sum of such Participant’s age and years of
service with the Company equals or exceeds 75 at the date of termination, and who is entitled to a
Vested Deferred Pension under a Base Plan, the provisions of this Section shall apply. Subject to
the aggregate limits of Section 4.4, such Participant shall be entitled to receive benefits
determined under this Section, in addition to any benefit provided under Section 3.3. Such
additional benefits shall be in the form of a retirement supplement, calculated as the difference
between an Early Retirement Pension under the provisions of such Base Plan and a Vested Deferred
Pension under such Base Plan. For purposes of clarification, no additional age or service credit
is granted hereunder, and benefits may not commence prior to the time allowed under Section 3.8.



5









 





     Section 3.6 Effect of Change in Control. Upon a Change in Control, all Participants
shall be immediately vested in their Plan benefits, regardless of their vested status under any
Base Plan. In the event of the termination of the General Mills Pension Plan within five years
after a Change in Control each Participant of said plan whose benefits would then exceed the
Maximum Benefit as a result of the changes required under Section 11.4 of said plan shall be
entitled to receive such excess benefits under this Plan.



     Section 3.7 Form of Payment. Any benefit amount payable under the Plan to a married
Participant shall be adjusted and paid in the form of a joint and 100% to survivor annuity. Any
benefit amount payable under the Plan to an unmarried Participant shall be paid in the form of a
single life annuity. Notwithstanding the above, all Participants may request to have such benefit
amounts adjusted (if applicable) and paid as a joint and 100% to survivor annuity, joint and 50% to
survivor annuity or as a single life annuity. Any request for an alternate form of benefit may be
made at any time before payment commences under Section 3.8.



     A benefit payable to a surviving spouse under Section 3.2 shall be paid in the form of a
single life annuity.



     Notwithstanding the above, if the present value of a Participant’s benefit amount under this
Plan is $10,000 or less at the time such benefit amount is scheduled to commence, the entire
benefit amount shall be distributed in an immediate lump sum payment. For purposes of this Section
3.7, the present value of benefits is calculated using the applicable interest rate under Code
section 417(e) as of the October immediately preceding the calendar year in which a distribution is
to be made and the applicable mortality table under Code section 417(e) in effect as of said date.



     Any joint and survivor annuity shall be the actuarial equivalent of a single life annuity
based on the following factors, determined using the ages of the Participant and spouse on the
effective date of the payment:



	 	 	 
	     Interest Rate:

	 	7.5% per year
	 
	 	 
	     Mortality Table:

	 	Basic Table — 94 GAR per Revenue Ruling 2001-62; unisex Adjustment — 50%
male, or such other table as is provided under Code section 417(e).






     Section 3.8 Time of Payment. Plan benefits shall be paid or commence within 90 days
following the later to occur of (a) the Participant attaining age 55, or (b) the Participant’s
Separation from Service.



     For purposes of payment commencement to a surviving spouse under Section 3.2, the first
annuity payment shall be made within 90 days following the later to occur of (a) the date the
Participant would have attained age 55, and (b) the date of the Participant’s death.



6









 





     Notwithstanding the above, in the event that a Participant is a Key Employee and payments are
to commence based on his Separation from Service, the distributions to such Participant shall
commence no earlier than six months following the date of his Separation from Service (or, if
earlier, the date of the Participant’s death). Amounts payable to the Participant during such
period of delay shall be accumulated and paid on the first day of the seventh month following the
Participant’s Separation from Service (or, if earlier, the first day of the month after the
Participant’s death). Interest shall accrue on such amounts during the period of delay at an
annual rate equal to the Prime Rate plus one-percent (1%). For purposes of this Section 3.8,
“Prime Rate” means the prime rate listed in the Wall Street Journal banking survey for the business
day coincident with or next following the date of the Participant’s benefit commencement date.



     Section 3.9 Effect of Increases in the Maximum Benefit. In the event the dollar amount
of the Maximum Benefit increases as a result of federal legislation, the benefits of any
Participant payable under the Plan, whether or not in pay status, shall be recalculated to take
into account the higher Maximum Benefit payable from the applicable Base Plan. If payments have
already commenced under the provisions of the applicable Base Plan and the Plan, benefit amounts
under both Plans shall be adjusted to reflect the higher Maximum Benefit, by increasing the amount
paid under the Base Plan and decreasing the amount paid under the Plan, as soon as administratively
possible after such a change. Notwithstanding the above, if a Base Plan is terminated, no
adjustments shall be made to benefits payable under the Plan with respect to changes in the Maximum
Benefit after the date of termination of the Base Plan.



     Section 3.10 Effect of Early Taxation. If the Participant’s benefits under the Plan
are includible in income pursuant to Code section 409A, such benefits shall be distributed
immediately to the Participant.



     Section 3.11 Permitted Delays. Notwithstanding the foregoing, any payment to a
Participant under the Plan shall be delayed upon the Minor Amendment Committee’s reasonable
anticipation of one or more of the following events:




	 	(a)	 	The Company’s deduction with respect to such payment would be eliminated by
application of Code section 162(m); or
	 
	 	(b)	 	The making of the payment would violate Federal securities laws or other
applicable law;




provided, that any payment delayed pursuant to this Section 3.11 shall be paid in accordance with
Code section 409A.




     Section 3.12 Special Transition Rule During 2005. Any Participant who Separated from
Service during 2005 shall have his or her benefit that is otherwise payable from this Plan paid in
a lump sum as soon as administratively feasible after said Separation from Service. These
distributions shall be made in accordance with the



7









 







relevant provisions of IRS Notice 2005-1. After 2005, the provisions of this Article III shall
apply as otherwise applicable.



     Section 3.13 Special Eligibility and Vesting Rule. Notwithstanding any other
provision of this Article III, for purposes of this Plan if a Participant is entitled to the
special vesting acceleration provided under Sections 4.4 (of Plan A) or 4.7 (of Plan B) of the
Separation Pay and Benefits Program for Officers of General Mills, Inc., he or she will be treated
as being fully vested and eligible for a Normal, Early or Late Retirement under the relevant Base
Plan. The determination of whether a retirement is a Normal, Early or Late Retirement shall be
made without regard to any service requirements under the Base Plan. For purposes of clarity,
Participants entitled to a benefit solely as a result of this Section 3.13 shall have the entire
amount of their benefit, including the portion which is below the Maximum Benefit, paid under this
Plan.



ARTICLE IV




PLAN ADMINISTRATION




     Section 4.1 Administration. The Plan shall be administered by the Minor Amendment
Committee, which has the authority to delegate its responsibilities hereunder. The Minor Amendment
Committee and authorized delegates shall have the discretionary authority to interpret and construe
the terms of the Plan; determine the eligibility to participate in the Plan, the nature and amount
of benefits, the rights of Participants in the Plan; and decide any disputes that may arise under
the Plan. Any such interpretation and/or determination shall be final and binding on all parties.
The Company will pay for all distributions made pursuant to the Plan and for all costs, charges and
expenses relating to the administration of the Plan.



     Section 4.2 Delegated Duties. The Minor Amendment Committee shall have the authority
to delegate the duties and responsibilities of administering the Plan, maintaining records, issuing
such rules and regulations as it deems appropriate, and making the payments hereunder to such
employees or agents of the Company as it deems proper. All authority vested in the Minor Amendment
Committee shall also be vested in the Committee’s delegates.



     Section 4.3 Amendment and Termination. The Minor Amendment Committee may amend, modify
or terminate the Plan at any time; provided, however, that no such amendment, modification or
termination shall adversely affect any accrued benefit under the Plan to which a Participant, or
the Participant’s Beneficiary, is entitled under Article III prior to the date of such amendment or
termination, and in which such Participant, or the Participant’s Beneficiary, would have been
vested if such benefit had been provided under the applicable Base Plan. Notwithstanding the
above, no amendment, modification, or termination which would affect benefits accrued under this
Plan prior to such amendment, modification or termination may occur after a Change in Control
without the written consent of a majority of the Participants determined as of the day before such
Change in Control.



8









 





     Upon termination of the Plan, distribution of Plan benefits shall be made to Participants and
Beneficiaries in the same manner and at the time described in Article III, unless the Company
determines in its sole discretion that all such amounts be distributed upon termination in
accordance with the requirements under Code section 409A. Upon termination of the Plan, no further
benefit accruals shall occur.



     Section 4.4 Payments. General Mills, Inc. will pay all benefits arising under this
Plan and all costs, charges and expenses relating thereto. The benefits payable under this Plan to
each Participant shall not be greater than what would have been paid in the aggregate under the
Base Plan (i) in the absence of federal limitations on benefit amounts, (ii) if amounts deferred
had been paid to the Participant when earned, and (iii) with respect to Section 3.5, the
Participant had actually been eligible for Early Retirement under the Base Plan.



     Section 4.5 Claims for Benefits.



     (a) Filing a Claim. A Participant or his authorized representative may file a claim
for benefits under the Plan. Any claim must be in writing and submitted to the Minor Amendment
Committee at such address as may be specified from time to time. The Minor Amendment Committee may
delegate its responsibilities and discretionary authority to make initial claim determinations
under the Plan. Claimants will be notified in writing of approved claims, which will be processed
as claimed. A claim is considered approved only if its approval is communicated in writing to a
claimant.



     (b) Denial of Claim. In the case of the denial of a claim respecting benefits paid or
payable with respect to a Participant, a written notice will be furnished to the claimant within 90
days of the date on which the claim is received by the Minor Amendment Committee. If special
circumstances (such as for a hearing) require a longer period, the claimant will be notified in
writing, prior to the expiration of the 90-day period, of the reasons for an extension of time;
provided, however, that no extensions will be permitted beyond 90 days after the expiration of the
initial 90-day period.



     (c) Reasons for Denial. A denial or partial denial of a claim will be dated and
signed by the Minor Amendment Committee and will clearly set forth:




	 	(i)	 	the specific reason or reasons for the denial;
	 
	 	(ii)	 	specific reference to pertinent Plan provisions on which the
denial is based;
	 
	 	(iii)	 	a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and
	 
	 	(iv)	 	an explanation of the procedure for review of the denied or
partially denied claim set forth below, including the claimant’s




9









 






	 	 	 	right to bring a civil action under ERISA section 502(a) following an
adverse benefit determination on review.





     (d) Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his
duly authorized representative will have the right to submit a written request to the Minor
Amendment Committee for a full and fair review of the denied claim by filing a written notice of
appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written
notice of the denial of the claim. A claimant or the claimant’s authorized representative will
have, upon request and free of charge, reasonable access to, and copies of, all documents, records,
and other information relevant to the claimant’s claim for benefits and may submit issues and
comments in writing. The review will take into account all comments, documents, records, and other
information submitted by the claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination.



     If the claimant fails to file a request for review within 60 days of the denial notification,
the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant
does file a request for review, his request must include a description of the issues and evidence
he deems relevant. Failure to raise issues or present evidence on review will preclude those
issues or evidence from being presented in any subsequent proceeding or judicial review of the
claim.



     (e) Decision Upon Review. The Minor Amendment Committee will provide a prompt written
decision on review. If the claim is denied on review, the decision shall set forth:




	 	(i)	 	the specific reason or reasons for the adverse determination;
	 
	 	(ii)	 	specific reference to pertinent Plan provisions on which the
adverse determination is based;
	 
	 	(iii)	 	a statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant’s claim for
benefits; and
	 
	 	(iv)	 	a statement describing any voluntary appeal procedures
offered by the Plan and the claimant’s right to obtain the information about
such procedures, as well as a statement of the claimant’s right to bring an
action under ERISA section 502(a).





     A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt
of the request for review, except that such period may be extended for an additional 60 days if the
Minor Amendment Committee determines that special circumstances (such as for a hearing) require
such extension. If an extension of time is required, written notice of the extension will be
furnished to the claimant before the end of the initial 60-day period.



10









 





     (f) Finality of Determinations; Exhaustion of Remedies. To the extent permitted by
law, decisions reached under the claims procedures set forth in this Section shall be final and
binding on all parties. No legal action for benefits under the Plan shall be brought unless and
until the claimant has exhausted his remedies under this Section. In any such legal action, the
claimant may only present evidence and theories which the claimant presented during the claims
procedure. Any claims which the claimant does not in good faith pursue through the review stage of
the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s
denied claim shall be limited to a determination of whether the denial was an abuse of discretion
based on the evidence and theories the claimant presented during the claims procedure.



     (g) Limitations Period. Any suit or legal action initiated by a claimant under the
Plan must be brought by the claimant no later than twelve (12) months following a final decision
on the claim for benefits by the Minor Amendment Committee. The twelve-month limitation on suits
for benefits will apply in any forum where a claimant initiates such suit or legal action.



     Section 4.6 Non-Assignability of Benefits. Neither any benefit payable hereunder nor
the right to receive any future benefit payable under the Plan may be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any
attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the interest
under the Plan of the person affected may be terminated by the Compensation Committee which, in its
sole discretion, may cause the same to be held or applied for the benefit of one or more of the
dependents of such person or make any other disposition of such benefits that it deems appropriate.



     Section 4.7 Applicable Law. All questions pertaining to the construction, validity and
effect of the Plan shall be determined in accordance with the laws of the United States and the
laws of the State applicable to the Base Plan covering the Participant.



     Section 4.8 Supplemental Benefits Trust. The Company has established a Supplemental
Benefits Trust with Wells Fargo Bank Minneapolis, N.A. as Trustee to hold assets of the Company
under certain circumstances as a reserve for the discharge of the Company’s obligations under the
Plan and certain other plans of deferred compensation of the Company. In the event of a Change in
Control as defined in Section 2.3 hereof, the Company shall be obligated to immediately contribute
such amounts to the Trust as may be necessary to fully fund all benefits payable under the Plan.
Any Participant of the Plan shall have the right to demand and secure specific performance of this
provision. The Company may fund the Trust in the event of the occurrence of a potential Change in
Control as determined by the Finance Committee of the Board. All assets held in the Trust remain
subject only to the claims of the Company’s general creditors whose claims against the Company are
not satisfied because of the Company’s



11









 







bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No Participant has
any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the
assets are paid to the Participant and all rights created under the Trust, as under the Plan, are
unsecured contractual claims of the Participant against General Mills, Inc.




12