EX-10.14






Exhibit 10.14




GENERAL MILLS, INC.




DEFERRED COMPENSATION PLAN




(Grandfathered)





	1.	 	HISTORY AND PURPOSE
	 
	 	 	General Mills, Inc. (the “Company”) established the General Mills, Inc. Deferred
Compensation Plan for a select group of the key management and highly compensated employees
of the Company and its affiliates as a means of sheltering a portion of income from current
taxation while accumulating resources for future investments or retirement. Under the
Deferred Compensation Plan, Participants could defer cash incentives, common stock issued
under the Company’s stock option plans, and restricted stock units issued under the
Company’s various stock plans granting restricted stock.
	 
	 	 	This amended and restated version of the General Mills, Inc. Deferred Compensation Plan, the
General Mills, Inc. Deferred Compensation Plan (Grandfathered) (the “Plan”) applies
exclusively to amounts earned and vested (within the meaning of section 409A of the Internal
Revenue Code (the “Code”) and regulations thereunder) before January 1, 2005, and is
intended to be grandfathered from Code section 409A. No new deferrals may be made under
this Plan after December 31, 2004. Deferrals made after 2004 are subject to the General
Mills, Inc. 2005 Deferred Compensation Plan. It is further intended that no “material
modification” be made to the Plan, as that term is used in Treasury Regulations governing
§409A, whether by this amendment and restatement or otherwise.
	 
	 	 	In addition, this Plan is intended to be a successor plan with respect to certain
liabilities on behalf of certain individuals who had deferred compensation accounts under
the Nonqualified Deferred Plan for Pillsbury Management and the Pillsbury Deferred
Compensation Program for Officers on U.S. Assignment immediately before April 1, 2002, which
liabilities were transferred to the General Mills, Inc. Deferred Compensation Plan as a
result of the merger of The Pillsbury Company and General Mills, Inc.
	 
	2.	 	ELIGIBILITY
	 
	 	 	     An individual is a Participant in the Plan if, prior to January 1, 2005, such
individual (i) was a Participant in the Executive Incentive Plan, as it was amended from
time to time, (ii) was selected by management to participate in “Compensation Plus,” or
(iii) had an individual agreement, approved by the Minor Amendment Committee, which provides
for participation in this Plan, and elected to defer compensation or receipt of Common Stock
pursuant to the provisions of any of these programs or the agreement. Notwithstanding the
foregoing, the Minor Amendment Committee had the discretionary authority to exclude from
participation employees or groups of employees of the Company who would otherwise have been
eligible under this Plan. No new Participants shall become eligible under this Plan after
December 31, 2004.




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	3.	 	PLAN ADMINISTRATION






	 	(i)	 	Minor Amendment Committee. Except as provided below, this Plan shall
be administered by the Minor Amendment Committee, which shall act by affirmative vote
of a majority of its members. The Minor Amendment Committee shall appoint a secretary
who may be but need not be one of its own members. The secretary shall keep complete
records of the administration of the Plan. The Minor Amendment Committee may authorize
each and any one of its members to perform routine acts and to sign documents on its
behalf. To the extent necessary to maintain any exemption under Rule 16b-3 or any
successor rule (“Rule 16b-3”) under the Securities Exchange Act of 1934 as to certain
officers of the Company, the Compensation Committee of the Board of Directors (the
“Committee”) shall administer certain portions of this Plan.
	 
	 	(ii)	 	Plan Administration.
	 
	 	 	 	Administration of the Plan shall consist of interpreting and
carrying out the provisions of the Plan. The Minor Amendment
Committee is endowed with the discretionary authority to interpret
the terms of the Plan, determine the eligibility of employees to
participate in the Plan, the rights of Participants in the Plan, the
nature and amount of benefits to be received therefrom, and decide
any disputes that may arise under the Plan. The Minor Amendment
Committee may provide rules and regulations for the administration
of the Plan consistent with its terms and provisions. Any
construction or interpretation of the Plan and any determination of
fact in administering the Plan made in good faith by the Minor
Amendment Committee shall be final and conclusive for all Plan
purposes.
	 
	 	(iii)	 	Claims Procedure.






	 	(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 Vice President, Compensation and Benefits
at such address as may be specified from time to time. 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 Vice President, Compensation and Benefits. 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.




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	 	(c)	 	Reasons for Denial. A denial or partial denial of a
claim will be dated and signed by the Vice President, Compensation and Benefits
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 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.




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	 	(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.
	 
	 	(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 six
months following a final decision on the claim for benefits by the




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	 	 	 	Minor
Amendment Committee. The six months limitation on suits for benefits will
apply in any forum where a claimant initiates such suit or legal action.






	4.	 	DEFERRAL AND PAYMENT OF COMPENSATION
	 
	 	 	No deferrals may be made after December 31, 2004 under this Plan. Amounts that were
deferred, and earned and vested (within the meaning of Code section 409A and regulations
thereunder) prior to January 1, 2005 are subject to the following terms:






	 	(i)	 	Cash Incentive Deferral Election. A Participant can elect to defer
cash incentive compensation by completing and submitting to the Company a cash deferral
election form by December 31 of each year. Such election shall apply to the
Participant’s cash incentive compensation, if any, to be paid in the next calendar
year. A Participant’s cash incentive deferral election may apply to:






	 	(a)	 	100% of the cash incentive compensation,
	 
	 	(b)	 	any amount in excess of a specified dollar amount,
	 
	 	(c)	 	any amount up to a specified dollar amount, or
	 
	 	(d)	 	a specified percentage (in whole numbers) of the cash incentive
compensation.






	 	 	For purposes of this Plan, the term “cash incentive compensation” shall be deemed to
include all amounts of cash compensation, whether or not otherwise classified as
incentive compensation, as permitted to be deferred under this Plan by the Minor
Amendment Committee.






	 	(ii)	 	Stock Option Gain Deferral Election. A Participant can elect to defer
receipt of Net Shares (defined below) of Common Stock resulting from a stock-for-stock
exercise of an exercisable stock option issued to the Participant by completing and
submitting to the Company an irrevocable stock option deferral election at least six
months in advance of exercising the stock option (which exercise must be done on or
prior to the expiration of the stock option) and, on or prior to the exercise date,
delivering personally-owned shares equal in value to the option exercise price on the
date of the exercise. At the time of the deferral election, the Participant can also
choose to use some of the shares subject to the stock option to satisfy any FICA,
Medicare or any other taxes due upon the exercise. “Net Shares” means the difference
between the number of shares of Common Stock subject to the stock option exercise and
the number of shares of Common Stock delivered to satisfy the exercise price less any
shares used to satisfy FICA, Medicare or any other taxes due
upon the exercise. A Participant may not revoke a stock option gain deferral
election after it is received by the Company. A Participant may choose to defer
receipt of all or only a portion of the Net Shares to be received upon




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	 	 	 	exercise of a
stock option. If only a portion of the Net Shares is deferred, the balance will be
issued at the time of exercise.
	 
	 	(iii)	 	Restricted Stock/Restricted Stock Unit Deferral Election. A
Participant can elect to defer receipt of the shares of Common Stock of the Company
attributable to nonvested restricted stock or restricted stock units under the
Company’s restricted stock plan(s) by completing and submitting to the Company an
irrevocable restricted stock deferral election within the period specified by the Minor
Amendment Committee on the applicable deferral election form and prior to the date such
restricted stock or restricted stock units become vested as determined under the
Company’s various stock plans granting restricted stock, as they may be amended from
time to time. A Participant may not revoke a restricted stock or restricted stock unit
deferral election after it is received by the Company. A Participant may choose to
defer receipt of all or only a portion of the shares of Common Stock attributable to
nonvested restricted stock or the restricted stock units that have been granted to the
Participant by the Company. Any election to defer receipt of shares of Common Stock
attributable to restricted stock shall result in the restricted stock being cancelled
and replaced with the promise of the Company to pay deferred compensation (in the form
of deferred restricted stock units) pursuant to the terms of the Plan.
	 
	 	(iv)	 	Distribution of Deferred Cash Incentive and Common Stock. Cash
incentive compensation that is deferred under this Plan, plus any earnings thereon,
shall be paid in cash. Stock option gain deferrals and any restricted stock and
restricted stock unit deferrals shall be paid in shares of General Mills common stock.
At the time of a Participant’s deferral election, a Participant must also select a
distribution date and a form of distribution (i.e., lump sum vs. installments). The
distribution date may be any date that is at least one year following: (1) in the case
of cash incentive compensation, the date the cash incentive would otherwise be payable;
(2) in the case of stock option gain deferrals, the exercise date for the related stock
option; and (3) in the case of deferrals related to restricted stock or restricted
stock units, the date such restricted stock or restricted stock units are otherwise
vested under the terms of the Company’s various stock plans granting restricted stock,
as they may be amended from time to time; provided that, in all cases, the
Participant’s deferral election must provide that distribution shall be made or
commenced no later than the date the Participant attains age 70.






	 	 	A Participant may elect to have deferred cash amounts paid or Common Stock distributed, as
the case may be, in a single payment or in substantially equal annual installments for a
period not to exceed ten (10) years, or up to fifteen (15) years for elections made until
December 31, 1985, or in another form requested by the Participant, in writing, and approved
by the Minor Amendment Committee. Common Stock issuable under a single stock option grant
or a single restricted stock or restricted stock unit grant shall have the same distribution
date and form of distribution. Notwithstanding the above, the following provisions shall
apply:






	 	(a)	 	If the employment of a Participant terminates for any reason
other than retirement at or after age 55 prior to the date any cash incentive
compensation award would otherwise have been made, then any




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	 	 	 	cash deferral
election made with respect to such incentive compensation award shall not
become effective.
	 
	 	(b)	 	If a stock option, as to which a Participant has made a stock
option gain deferral election, terminates prior to the exercise date selected
by the Participant, or if the Participant dies or fails to deliver
personally-owned shares in payment of the exercise price, then the deferral
election shall not become effective.
	 
	 	(c)	 	In the event of the voluntary resignation of a Participant
(other than retirement at or after age 55 or if age plus years of service
equals or exceeds 70) or a Company discharge due to a Participant’s illegal
activities, poor work performance, misconduct or violation of the Company’s
policies or practices, distribution of all cash and Stock Units (as defined in
Section 7(i) below) allocated to a Participant’s Deferred Cash Accounts or
Deferred Stock Unit Accounts (as defined in Section 7(i) below) shall be paid
the earlier of the date elected in the deferral election or the first business
day of the calendar year next following the date of termination. The Minor
Amendment Committee may, in its sole and complete discretion, require alternate
distributions if it determines that such alternate distributions are in the
best interest of the Company.
	 
	 	(d)	 	A Participant who is not within 12 months of an elected
distribution date (or, in the case of installments, not within 12 months of the
payment of the first installment) shall be permitted on no more than two
occasions, to amend his/her previous election as to the timing and/or form of
the distribution of the deferred amounts, providing his or her new distribution
date (if applicable) is at least one year after the date of the distribution
which would have been made in the absence of such election amendment(s).
	 
	 	(e)	 	A Participant may, at any time prior or subsequent to the
commencement of cash benefit payments under this Plan, elect in writing to have
his or her form of payment of any or all amounts due under this Plan changed to
an immediate lump-sum distribution which shall be paid within one (1) business
day of receipt by the Company of such request; provided that the amount of any
such lump-sum distribution shall be reduced by an amount equal to the product
of (X) the total lump-sum distribution otherwise payable (based on the value of
the account as of the first day of the month in which the lump-sum amount is
paid, adjusted by a pro-rata portion of the rate of return for the prior month
in which the lump-sum is paid, determined by multiplying the actual rate of
return on the last business day for such prior month by a fraction, the
numerator of which is the number of days in the month in which the request is
received prior to the date of payment, and the denominator of which is the
number of days in the month), and (Y) the rate set forth in Statistical Release
H.15(519), or any successor publication, as published by the Board of Governors
of the Federal Reserve System for one-year U.S. Treasury notes under the
heading “Treasury
Constant Maturities” for the first day of the calendar month in which the
request for a lump-sum distribution is received by the Company.





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	 	(f)	 	A Participant may, at any time prior or subsequent to the
commencement of distribution of Common Stock under this Plan, elect to have his
or her form of distribution of any or all distributions of Common Stock to be
made under this Plan changed to an immediate single distribution which shall be
made within three (3) days of receipt by the Company of such request; provided,
that the number of shares of Common Stock to be distributed in the single
distribution shall be reduced by the number of shares equal in value to the
product of (X) the number of Stock Units allocated to the Participant’s
Deferred Stock Unit Account, (Y) the closing price of the shares of Common
Stock as quoted on the New York Stock Exchange on the date of the request, and
(Z) the rate set forth in Statistical Release H.15(519), or any successor
publication published by the Board of Governors of the Federal Reserve System
for one-year U.S. Treasury notes under the heading “Treasury Constant
Maturities” for the first day of the calendar month in which the request for a
single Common Stock distribution is received by the Company. Only whole
numbers of shares will be issued, with any fractional share amounts paid in
cash.
	 
	 	(g)	 	At the time elected by the Participant for distribution of
Common Stock attributable to allocations under the Participant’s Deferred Stock
Unit Account, the Company shall issue to the Participant, within three (3) days
of the date of distribution, shares of Common Stock equal to the number of
Stock Units credited to the Deferred Stock Unit Account. Prior to distribution
and pursuant to any rules the Committee may adopt, a Participant may authorize
the Company to withhold a portion of the shares of Common Stock to be
distributed for the payment of all federal, state, local and foreign
withholding taxes required to be collected in respect of the distribution.






	 	(v)	 	Rabbi Trust. The Company has established a Supplemental Benefits Trust
with Wells Fargo Bank Minnesota, N.A. as Trustee to hold assets of the Company under
certain circumstances as a reserve for the discharge of the Company’s obligations as to
deferred compensation 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 11
below), the Company shall be obligated to immediately contribute such amounts to the
Trust as may be necessary to fully fund all cash benefits payable under the Plan. Any
Participant in the Plan shall have the right to demand and secure specific performance
of this provision. 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 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 the Company.
	 
	 	(vi)	 	Common Stock Distribution. In the event of a Change of Control, shares
of Common Stock and cash attributable to Stock Units and dividend equivalents credited
to each Participant’s Deferred Stock Unit Account shall be immediately distributed to
the Participant.




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	 	(vii)	 	Vesting of Matching Contributions. In connection with the transfer of
deferred compensation liabilities under the Nonqualified Plan for Pillsbury Management
and the Pillsbury Deferred Compensation Program for Officers on U.S. Assignment, except
as provided in individual written agreements, all deferred amounts attributable to
credited Company matching contribution deferrals made under such plans and interest
thereon, which amounts are held in a Participant’s Deferred Account were fully vested
as of April 1, 2002 for those Participants who were employed by the Company on April 1,
2002.






	5.	 	DEFERRED CASH ACCOUNTS AND INVESTMENT RETURNS ON AMOUNTS IN DEFERRED ACCOUNTS
	 
	 	 	A deferred cash incentive compensation account (“Deferred Cash Account”) will be established
on behalf of each Participant electing to defer cash incentive compensation under Section
4(i) above, and the amount of deferred cash incentive compensation will be credited to each
Participant’s Deferred Cash Account as of the first of the month coincident with or next
following the month in which the deferral becomes effective. Each Participant’s Deferred
Cash Account will be credited monthly with a “rate of return” on the total deferred cash
incentive amount accruing as of the first of the month coincident with or next following the
date deferred cash incentive compensation is credited to the Participant’s Deferred Cash
Account. Such “rate of return” shall be based upon the actual investment performance of
401(k) Savings Plan funds or portfolios established under a qualified benefit plan
maintained by the Company which the Minor Amendment Committee may establish as an available
rate of return under this Plan. Participants may elect to have any combination of the above
“rates of return” accrue on amounts in their Deferred Cash Account, from 1% to 100%,
provided that the sum of the percentages attributable to such rates with respect to each
account equals 100%. A Participant may change the “rate(s) of return” to be credited to his
or her Deferred Cash Account as of the first day of any month by notifying the Company, in
writing, of such election by the last business day of the preceding month.
	 
	 	 	Each Participant’s Deferred Cash Account will be credited monthly with the “rate(s) of
return” elected by the Participant until the amount in each Participant’s Deferred Cash
Account is distributed to the Participant on the distribution date(s) elected by the
Participant.
	 
	6.	 	COMPANY CONTRIBUTIONS TO DEFERRED ACCOUNTS
	 
	 	 	With respect to cash incentive compensation, deferred restricted stock or restricted stock
units under this Plan which, in the absence of a deferral hereunder, would have been
included as “earnable compensation” under the 401(k) Savings Plan, additional deferrals
shall be credited to Participants as follows, without regard to Code limitations:




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	 	(i)	 	Deferred Cash Accounts


Base Allocation. As of the first of the month coincident with or next following the
month in which a deferral is made hereunder, each Participant’s Deferred Cash
Account will be credited with an additional amount that will equal the value of the
“Base Allocation” (as that term is defined in the 401(k) Savings Plan), which would
have been allocated to the Participant if the Participant had contributed such
deferred cash incentive compensation amount to the 401(k) Savings Plan in such year.
	 
	 	 	 	Variable Allocation. In addition, as soon as practicable following the end of each
fiscal year of the Company, each Participant’s Deferred Cash Account will be
credited with an additional amount that will equal the value of the “Variable
Allocation” (as that term is defined in the 401(k) Savings Plan), if any, which
would have been allocated to the Participant if the Participant had contributed such
deferred cash incentive compensation amount to the 401(k) Savings Plan in such year.
	 
	 	(ii)	 	Deferred Stock Unit Accounts


Base Allocation. As of the first of the month coincident with or next following the
month in which a deferral is made hereunder, each Participant’s Deferred Stock Unit
Account will be credited with additional Stock Units in an amount equal to the value
of the “Base Allocation” (as that term is defined in the 401(k) Savings Plan), which
would have been allocated to the Participant if the Participant had contributed the
cash equivalent of such deferred restricted stock or restricted stock units to the
401(k) Savings Plan in such year.
	 
	 	 	 	Variable Allocation. In addition, as soon as practicable following the end of each
fiscal year, each Participant’s Deferred Stock Unit Account will be credited with
Stock Units in an amount equal to the value of the “Variable Allocation” (as that
term is defined in the 401(k) Savings Plan, if any, which would have been allocated
to the Participant if the Participant had contributed the cash equivalent of such
restricted stock or restricted stock units to the 401(k) Savings Plan in such year.
	 
	 	(iii)	 	Impact on General Mills International Retirement Plan


Company contributions under this Section 6 shall not be made as to deferrals that
were included in a Participant’s earnable compensation under the General Mills
International Retirement Plan or to accounts established for the benefit of the
Participants in the Pillsbury Deferred Compensation Program for Officers on U.S.
Assignment.






	7.	 	DEFERRED STOCK UNIT ACCOUNTS AND DIVIDEND EQUIVALENTS






	 	(i)	 	A deferred stock unit account (“Deferred Stock Unit Account”) will be
established for each stock option grant covered by a Participant election to defer the
receipt of Common Stock under Section 4(ii) above and, for
each Net Share deferred, a Stock Unit (“Stock Unit”) will be credited to the




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	 	 	 	Deferred Stock Unit Account as of the date of the stock option exercise. In
addition, a Deferred Stock Unit Account will be established for each grant of
restricted stock or restricted stock units covered by a Participant election to
defer under Section 4(iii) above and, for each share of Common Stock of the Company
attributable to deferred restricted stock or restricted stock units, a deferred
Stock Unit will be credited to the Participant’s Deferred Stock Unit Account.
Participants may make elections, which shall become effective six months after they
are made, either to receive dividend equivalent cash amounts on Stock Units
currently or to have the amounts reinvested. If the amounts are reinvested, on each
dividend payment date for the Company’s Common Stock, the Company will credit each
Deferred Stock Unit Account with an amount equal to the dividends paid by the
Company on the number of shares of Common Stock equal to the number of Stock Units
in the Deferred Stock Unit Account. Dividend equivalent amounts credited to each
Deferred Stock Unit Account shall be used to hypothetically “purchase” additional
Stock Units for the Deferred Stock Unit Account at a price equal to the closing
price of the Common Stock on the New York Stock Exchange on the dividend date. The
Minor Amendment Committee may, in its sole discretion, direct either that all
dividend equivalent amounts be paid currently or all such amounts be reinvested if,
for any reason, such Committee believes it is in the best interest of the Company to
do so. If the Participant fails to make an election, the dividend equivalent
amounts shall be reinvested.
	 
	 	(ii)	 	The Plan governs the deferral of receipt of Common Stock issuable upon the
exercise of stock options of the Company. The stock options are governed by the stock
option plan under which they are granted. The Plan also governs the deferral of
restricted stock and restricted stock units issued by the Company. The granting of
restricted stock and restricted stock units are governed by the Company’s various stock
plans granting restricted stock, as they may be amended from time to time. No stock
options, restricted stock, restricted stock units, or shares of Common Stock are
authorized to be issued under the Plan. Participants who elect under the Plan to defer
the receipt of Common Stock issuable upon the exercise of stock options and
Participants who elect under the Plan to defer shares of Common Stock attributable to
restricted stock or the receipt of restricted stock units will have no rights as
stockholders of the Company with respect to allocations made to their Deferred Stock
Unit Account(s) except the right to receive dividend equivalent allocations under
Section 7(i) above.
	 
	 	(iii)	 	If a corporate transaction has occurred affecting the Common Stock such that
an adjustment to outstanding awards is required to preserve (or prevent enlargement of)
the benefits or potential benefits intended at the
time of grant, then in such manner as the Committee deems equitable, an appropriate
adjustment shall be made to the number of shares credited to




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	 	 	 	an account. For this
purpose a corporate transaction includes, but is not limited to, any dividend or
other distribution (whether in the form of cash, Common Stock, securities of a
subsidiary of the Company, other securities or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of Common Stock or other securities of
the Company, issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transactions.






	8.	 	FINANCIAL HARDSHIP PAYMENTS
	 
	 	 	In the event of a severe financial hardship occasioned by an emergency, including, but not
limited to, illness, disability or personal injury sustained by the Participant or a member
of the Participant’s immediate family, a Participant may apply to receive a distribution,
including a distribution of Common Stock related to allocations of Stock Units under his or
her Deferred Stock Unit Accounts earlier than initially elected. Subject to Section 3(i),
the Minor Amendment Committee may, in its sole discretion, either approve or deny the
request. The determination made by the Minor Amendment Committee will be final and binding
on all parties. If the request is granted, the distributions will be accelerated only to
the extent reasonably necessary to alleviate the financial hardship.
	 
	9.	 	DEATH OF A PARTICIPANT
	 
	 	 	If the death of a Participant occurs before a full distribution of the Participant’s
Deferred Cash Account(s) or Deferred Stock Unit Account(s) is made, a single distribution
shall be made to the beneficiary designated by the Participant to receive such amounts.
This distribution shall be made as soon as practical following notification that death has
occurred. In the absence of any such designation, the distribution shall be made to the
personal representative, executor or administrator of the Participant’s estate.
	 
	10.	 	IMPACT ON OTHER BENEFIT PLANS
	 
	 	 	The Company may maintain life, disability, retirement and/or savings plans under which
benefits earned or payable are related to earnings of a Participant.
	 
	 	 	Life and disability plan benefits will generally be based upon the earnings that a
Participant would have earned in a given calendar year in the absence of any deferral
hereunder.
	 
	 	 	Retirement benefits under a qualified pension plan maintained by the Company or an affiliate
will be based upon earnings actually paid to a Participant during any given Plan year. If a
person terminates employment with a right to a vested benefit under a qualified plan
maintained by the Company or an affiliate, and if the actual income for pension purposes was
reduced because of a cash deferral under this Plan, the Company will provide a supplemental
pension equal to the difference between the actual benefit payable from the pension plan and
the
benefit that such Participant would have been received had income not been deferred. If
such a supplemental benefit is due, such benefit would be subject to




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	 	 	all of the provisions
and payable in accordance with the terms and conditions of the Supplemental Retirement Plan
of General Mills, Inc. This supplemental retirement benefit will not apply to Participants
who terminate before becoming vested under the qualified pension plan.
	 
	11.	 	NON-ASSIGNABILITY OF INTERESTS
	 
	 	 	The interests herein and the right to receive distributions under this Plan may not 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 Participant becomes
bankrupt, the interests of the Participant under the Plan may be terminated by the Minor
Amendment 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 Participant or make any other
disposition of such interests that it deems appropriate. Notwithstanding the foregoing, in
the event a Participant has received an overpayment from the Supplemental Retirement Plan of
General Mills, Inc., as grandfathered prior to January 1, 2005, and has failed to repay such
amounts upon written demand of the Company, the Company shall be authorized and empowered,
at the discretion of the Company, to deduct such amount from the Participant’s Deferred Cash
Account(s) under this Plan.
	 
	12.	 	AMENDMENTS TO PLAN
	 
	 	 	The Company, or if specifically delegated, its delegate, reserves the right to suspend,
amend or otherwise modify or terminate this Plan at any time, without notice. However, this
Plan may not be suspended, amended, otherwise modified, or terminated after a Change in
Control without the written consent of a majority of Participants determined as of the day
before such Change in Control occurs. A “Change in Control” means:






	 	(i)	 	The acquisition by any 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 in Control: (a) any acquisition directly from the
Company, (b) any acquisition by the Company, (c) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (d) any acquisition by any corporation
pursuant to a transaction that complies with clauses (a), (b), and (c) of subsection
(iii) 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 (a) or (b) 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




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	 	(ii)	 	Individuals who, as of the date hereof, 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 the date hereof 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
	 
	 	(iii)	 	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 (a) all or substantially all of the individuals 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 power
of the then outstanding 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, (b) 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 of 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 (c) at least a majority of the members of the board of
directors of 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
	 
	 	(iv)	 	Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
	 
	 	Notwithstanding any other provision of this Plan to the contrary and except as provided in
Section 3(i), the Minor Amendment Committee may, in its sole discretion, direct that
distributions be made before such distributions are
otherwise due to be made if, for any reason (including, but not limited to a change in the
tax or revenue laws of any foreign jurisdiction or the United States of America, a published
ruling or similar announcement issued by the Internal




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	 	Revenue Service, a regulation issued
by the Secretary of the Treasury or his delegate, or a decision by a foreign or United
States court of competent jurisdiction involving a Participant or beneficiary), such
Committee believes that Participants or their beneficiaries have recognized or will
recognize income for federal income tax purposes with respect to distributions that are or
will be distributed to such Participants under the Plan before such distributions are
scheduled to be paid. In making this determination, the Minor Amendment Committee shall
take into account the hardship that would be imposed on Participants or their beneficiaries
by the payment of federal income taxes under such circumstances.






	13.	 	CONTROLLING LAW
	 
	 	 	Except to the extent superseded by the laws of the United States, the laws of Minnesota
shall be controlling in all matters relating to the Plan.
	 
	14.	 	EFFECTIVE DATE AND PLAN YEAR
	 
	 	 	This Plan became effective as of May 1, 1984. It shall operate on a calendar year basis
thereafter. The Plan was amended and restated effective as of January 1, 1986; and amended
as of February 9, 1987; July 1, 1987; June 21, 1990; April 29, 1991; May 1, 1991; November
15, 1991; December 15, 1992, December 1, 1994, January 1, 1995, June 3, 1996, November 7,
1996, March 31, 1998 and December 1, 1999. The Plan was again amended and restated
effective as of January 1, 2001, and as of April 1, 2002; and amended as of January 27,
2003. The Plan is amended and restated as of January 1, 2005.






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