EX-10.2






Exhibit 10.2




GENERAL MILLS, INC.




1998 EMPLOYEE STOCK PLAN





	1.	 	PURPOSE OF THE PLAN
	 
	 	 	The purpose of the General Mills, Inc. 1998 Employee Stock Plan (the “Plan”) is to
attract and retain able employees by rewarding employees of General Mills, Inc., its
subsidiaries and affiliates (defined as entities in which General Mills, Inc. has a
significant equity or other interest) (collectively, the “Company”) and to align the
interests of employees with those of the stockholders of the Company through
compensation that is based on the Company’s stock. Grants may be made to employees
under the Plan in lieu of salary increases and certain other compensation and benefits.
	 
	2.	 	EFFECTIVE DATE AND DURATION OF PLAN
	 
	 	 	This Plan shall become effective as of September 28, 1998. No Awards were made under
the Plan after September 22, 2003.
	 
	3.	 	ELIGIBLE PERSONS
	 
	 	 	Only persons who are employees of the Company shall be eligible to receive grants of
Stock Options, Restricted Stock or Restricted Stock Units (each defined below) and
become “Participants” under the Plan.
	 
	4.	 	AWARD TYPE
	 
	 	 	Under this Plan, the Compensation Committee of the Company’s Board of Directors (the
“Committee”) may award Participants options (“Stock Options”) to purchase common stock
of the Company ($.10 par value) (“Common Stock”). The grant of a Stock Option entitles
the Participant to purchase a fixed number of shares of Common Stock at an “Exercise
Price” established by the Committee. The Exercise Price for each share of Common Stock
issuable under a Stock Option shall not be less than 100% of the Fair Market Value of
the Common Stock on the date of grant. “Fair Market Value” shall equal the closing price
of the Common Stock on the New York Stock Exchange on the date of grant. The Committee
may also grant Participants shares of Common Stock or the right to receive shares of
Common Stock subject to certain restrictions (“Restricted Stock” or “Restricted Stock
Units”) (Stock Options, Restricted Stock and Restricted Stock Units are sometimes
referred to as “Awards”).
	 
	 	 	To the extent that such requirements are applicable, this Plan is intended to comply
with the requirements of section 409A of the Internal Revenue Code of 1986 and shall be
interpreted and administered in accordance with that intent. If any provision of the
Plan would otherwise conflict with or frustrate this intent, that provision will be
interpreted and deemed amended so as to avoid the conflict. Further, for purposes of
the limitations on nonqualified




 









 






	 	 	deferred compensation under section 409A, each payment of compensation under this Plan
shall be treated as a separate payment of compensation for purposes of applying the
section 409A deferral election rules and the exclusion from section 409A for certain
short-term deferral amounts. Certain awards made under this Plan which were earned and
vested (within the meaning of section 409A) before January 1, 2005 are intended to be
grandfathered from section 409A and remain governed by federal tax law applicable to
deferred compensation as it existed in effect prior to section 409A. Accordingly,
changes to the Plan after October 3, 2004 shall not modify the rights of participants
with respect to deferred amounts that were earned and vested on or before December 31,
2004. It is further intended that no “material modification” be made to the Plan, as
that term is used in Treasury Regulations governing section 409A, whether by this
amendment and restatement or otherwise.
	 
	5.	 	STOCK OPTION TERM AND TYPE
	 
	 	 	Stock Options granted under the Plan shall be Non-Qualified Stock Options governed by
Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”). The term of
any Stock Option granted under the Plan shall be determined by the Committee, provided
that the term of a Stock Option shall not exceed 10 years and one month.
	 
	6.	 	COMMON STOCK SUBJECT TO THE PLAN






	 	a)	 	Maximum Shares Available for Delivery. Subject to Section
6(b), the maximum number of shares of Common Stock available for issuance to
Participants under the Plan shall be 28,000,000.
	 
	 	 	 	In addition, any Common Stock covered by a Stock Option granted under the Plan,
which is forfeited, cancelled or expires in whole or in part shall be deemed not to
be delivered for purposes of determining the maximum number of shares of Common
Stock available for grants under the Plan.
	 
	 	 	 	If any Stock Option is exercised by tendering Common Stock, either actually or by
attestation, to the Company as full or partial payment in connection with the
exercise of the Stock Option under the Plan, only the number of shares of Common
Stock issued net of the Common Stock tendered shall be deemed delivered for purposes
of determining the maximum number of shares available for grants under the Plan.
Upon forfeiture or termination of Restricted Stock or Restricted Stock Units prior
to vesting, the shares of Common Stock subject thereto shall again be available for
Awards under the Plan.
	 
	 	b)	 	Adjustments for Corporate Transactions. 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 (i) the
number and kind of shares which may be awarded under the Plan; (ii) the number and
kind of shares subject to outstanding awards; (iii) the number of shares credited
to an account; and, if applicable, (iv) the exercise price of outstanding Options;
provided that the





-2-









 





	 	 	 	number of shares of Common Stock subject to any Option denominated in
Common Stock shall always be a whole number. 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. Notwithstanding anything in this
paragraph to the contrary, an adjustment to an Option under this paragraph shall be
made in a manner that will not result in a new grant of an Option under Code Section
409A.
	 
	 	c)	 	Limits on Distribution. Distribution of shares of Common Stock
or other amounts under the Plan shall be subject to the following:






	 	(i)	 	The total number of shares of Common Stock that shall be
available for Restricted Stock and Restricted Stock Unit Awards under the Plan
shall be limited to 15% of the total shares authorized for Awards hereunder.
	 
	 	(ii)	 	Notwithstanding any other provision of the Plan, the Company
shall have no liability to deliver any shares of Common Stock under the Plan or
make any other distribution of benefits under the Plan unless such delivery or
distribution would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act of 1933), and the applicable
requirements of any securities exchange or similar entity.
	 
	 	(iii)	 	To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Common Stock or Restricted
Stock, the issuance may be effected on a non-certificated basis, to the extent
not prohibited by applicable law or the applicable rules of any stock exchange.






	 	d)	 	The Committee, in its discretion, may require as a condition to the
grant of Awards, the deposit of Common Stock owned by the Participant receiving
such grant, and the forfeiture of such grants if such deposit is not made or
maintained during the required holding period. Such shares of deposited Common
Stock may not be otherwise sold or disposed of during the applicable holding period
or restricted period. The Committee may also determine whether any shares issued
upon exercise of a Stock Option shall be restricted in any manner.






	7.	 	EXERCISE OF STOCK OPTIONS






	 	a)	 	Exercise. Except as provided in Sections 11 and 12 (Change of
Control and Termination of Employment), each Stock Option may be exercised only in
accordance with the terms and conditions of the Stock Option grant and during the
periods as may be established by the Committee. Twenty percent of each Stock
Option granted under the Plan in lieu of salary increases and certain other
compensation and benefits may be exercised immediately upon granting and, subject
to the Participant’s continued




-3-









 






	 	 	 	employment with the Company, additional 20% portions of such Stock Option
shall become exercisable each year thereafter. All other Stock Options granted
hereunder may be exercised only after three years of the Participant’s continued
employment with the Company following the date of the Stock Option grant.
	 
	 	 	 	A Participant exercising a Stock Option shall give notice to the Company of such
exercise and of the number of shares elected to be purchased prior to 4:30 P.M.
CST/CDT on the day of exercise, which must be a business day at the executive
offices of the Company.
	 
	 	b)	 	Payment. The Exercise Price shall be paid to the Company at
the time of such exercise, subject to any applicable rule or regulation adopted by
the Committee:






	 	(i)	 	in cash (including check, draft, money order or wire transfer
made payable to the order of the Company);
	 
	 	(ii)	 	through the tender of shares of Common Stock owned by the
Participant (by either actual delivery or attestation); or
	 
	 	(iii)	 	by a combination of (i) and (ii) above.






	 	 	 	For determining the amount of the payment, Common Stock delivered pursuant to (ii)
or (iii) shall have a value equal to the Fair Market Value of the Common Stock on
the date of exercise.
	 
	 	c)	 	Deferrals. Prior to January 1, 2005, the Committee may permit
or require Participants to defer receipt of any Common Stock issuable upon exercise
of a Stock Option, subject to such rules and procedures as it may establish, which
may include provisions for the payment or crediting of interest, or dividend
equivalents, including converting such credits into deferred Common Stock
equivalents. Stock option gains may not be deferred after December 31, 2004.






	8.	 	RESTRICTED STOCK AND RESTRICTED STOCK UNITS
	 
	 	 	With respect to Awards of Restricted Stock and Restricted Stock Units, the Committee
shall:






	 	a)	 	select Participants to whom Awards will be made, provided that
Restricted Stock Units may only be awarded to those employees of the Company who
are employed in a country other than the United States;
	 
	 	b)	 	determine the number of shares of Restricted Stock or the number of
Restricted Stock Units to be awarded;
	 
	 	c)	 	determine the length of the restricted period, which shall be no less
than one year;
	 
	 	d)	 	determine the purchase price, if any, to be paid by the Participant for
Restricted Stock or Restricted Stock Units; and
	 
	 	e)	 	determine any restrictions other than those set forth in this Section
8.




-4-









 












	 	 	Subject to the restrictions set forth in this Section 8, each Participant who receives
Restricted Stock shall have all rights as a stockholder with respect to such shares,
including the right to vote the shares and receive dividends and other distributions.
	 
	 	 	Each Participant who receives Restricted Stock Units shall be eligible to receive, at
the expiration of the applicable restricted period, one share of Common Stock for each
Restricted Stock Unit awarded, and the Company shall issue to each such Participant that
number of shares of Common Stock. Participants who receive Restricted Stock Units shall
have no rights as stockholders with respect to such Restricted Stock Units until such
time as share certificates for Common Stock are issued to the Participants; provided,
however, that quarterly during the applicable restricted period for all Restricted Stock
Units awarded hereunder, the Company shall pay to each such Participant an amount equal
to the sum of all dividends and other distributions paid by the Company during the prior
quarter on that equivalent number of shares of Common Stock.






	9.	 	TRANSFERABILITY OF STOCK OPTIONS
	 
	 	 	Except as otherwise provided by rules of the Committee, no Stock Options shall be
transferable by a Participant otherwise than (i) by the Participant’s last will and
testament or (ii) by the applicable laws of descent and distribution, and such Stock
Options shall be exercised during the Participant’s lifetime only by the Participant or
his or her guardian or legal representative. Except as otherwise provided in Section 8,
no shares of Restricted Stock and no Restricted Stock Units shall be sold, exchanged,
transferred, pledged or otherwise disposed of during the restricted period.
	 
	10.	 	TAXES
	 
	 	 	Whenever the Company issues Common Stock under the Plan, the Company may require the
recipient to remit to the Company an amount sufficient to satisfy any Federal, state or
local tax withholding requirements prior to the delivery of such Common Stock, or, in
the discretion of the Committee, upon the election of the Participant, the Company may
withhold from the shares to be delivered shares sufficient to satisfy all or a portion
of such tax withholding requirements.
	 
	11.	 	CHANGE OF CONTROL
	 
	 	 	Each outstanding Stock Option shall become immediately and fully exercisable for a
period of one (1) year following the date of the following occurrences, each
constituting a “Change of Control”:






	 	a)	 	The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of 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




-5-









 






	 	 	 	generally in the election of directors (the “Outstanding 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 any 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 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 Voting
Securities; or
	 
	 	b)	 	Individuals who, as of the date hereof, constitute the Board of
Directors (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 of 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)	 	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 stockholders, 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 and entities who were the beneficial owners of the Outstanding 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 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 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




-6-









 






	 	 	 	Business Combination and (iii) 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
	 
	 	d)	 	approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company.






	 	 	After such one (1) year period the normal Stock Option exercise provisions of the Plan
shall govern. Notwithstanding any other provision of the Plan, but subject to Section
5, in the event a Participant’s employment with the Company is terminated within two (2)
years of any of the events specified in (a), (b), (c) or (d), all outstanding Stock
Options of such Participant at that date of termination shall be exercisable for a
period of six (6) months beginning on the date of termination.
	 
	 	 	With respect to Stock Option grants outstanding as of the date of any such Change of
Control which require the deposit of owned Common Stock as a condition to obtaining
rights, the deposit requirement shall be terminated as of the date of the Change of
Control and any such deposited stock shall be promptly returned to the Participant.
	 
	 	 	In the event of a Change of Control, a Participant shall fully vest in all shares of
Restricted Stock and Restricted Stock Units, effective as of the date of such Change of
Control, and any deposited shares of Common Stock shall be promptly returned to the
Participant. If the Change of Control constitutes a “change in control” event as
described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v),
Participants’ Restricted Stock Units shall be settled upon the Change of Control. If
the Change of Control does not constitute a “change in control” event as described in
IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Restricted Stock
Units that are not Section 409A Restricted Stock Units and on which a deferral election
was not made shall be settled upon the Change of Control. However, the Section 409A
Restricted Stock Units, or Restricted Stock Units for which a proper deferral election
was made, shall be settled on the date the original restriction period would have
closed, or the date elected pursuant to the proper deferral election, as applicable.






	12.	 	TERMINATION OF EMPLOYMENT






	 	a)	 	Resignation or Termination for Cause. If the Participant’s
employment by the Company is terminated by either






	 	(i)	 	the voluntary resignation of the Participant, or
	 
	 	(ii)	 	a Company discharge due to Participant’s illegal activities,
poor work performance, misconduct or violation of the Company’s policies or
practices,






	 	 	 	then Participant’s Stock Options shall terminate three months after such termination
(but in no event beyond the original full term of the Stock Options) and no Stock
Options shall become exercisable after such




-7-









 






	 	 	 	termination, and all shares of Restricted Stock and Restricted Stock Units which are
subject to restriction on the date of termination shall be forfeited.






	 	b)	 	Other Termination. If the Participant’s employment by the
Company terminates for any reason other than specified in Sections 11, 12 (a), (c),
(d) or (e), the following rules shall apply:






	 	(i)	 	In the event that, at the time of such termination, the sum of the
Participant’s age and service with the Company equals or exceeds 70, the
following shall apply:






	 	(A)	 	The Participant’s outstanding Stock Options shall
continue to become exercisable (and remain exercisable), and shares of
Restricted Stock and Restricted Stock Units subject to share deposit
requirements shall continue to vest, each according to the schedule
established at the time of grant, unless otherwise provided in the
applicable Award agreement.
	 
	 	(B)	 	Shares of Restricted Stock and Restricted Stock
Units not subject to share deposit requirements or attributable to a
Participant whose termination of employment is on or after August 1,
2003, shall fully vest and be paid (or deferred, as appropriate)
immediately.






	 	(ii)	 	In the event that, at the time of such termination, the sum of
Participant’s age and service with the Company is less than 70, Participant’s
outstanding unexercisable Stock Options and unvested Restricted Stock and
Restricted Stock Units shall become exercisable or vest, as the case may be,
and be paid (or deferred, as appropriate) immediately as of the date of
termination, in a pro-rata amount based on the full months of employment
completed during the full vesting period from the date of grant to the date of
termination with such newly-vested Stock Options and Stock Options exercisable
on the date of termination remaining exercisable for the lesser of one year
from the date of termination and the original full term of the Stock Option.
All other Stock Options, shares of Restricted Stock and Restricted Stock Units
shall be forfeited as of the date of termination. Provided, however, that if
the Participant is an executive officer of the Company, the Participant’s
outstanding Stock Options which, as of the date of termination are not yet
exercisable, shall become exercisable effective as of the date of such
termination and, with all outstanding Stock Options already exercisable on the
date of termination, shall remain exercisable for the lesser of one year
following the date of termination and the original full term of the Stock
Option, and all shares of Restricted Stock and Restricted Stock Units shall
fully vest and be paid (or deferred, as appropriate) immediately as of the date
of termination.
	 
	 	 	 	Notwithstanding the foregoing, any Section 409A Restricted Stock Units that
vest under this Section 12(b) shall be paid on the Participant’s separation
from service (within the meaning of Code section 409A), or in the case of a
Participant who is a specified employee (within the meaning of Code section 409A) shall be paid on




-8-









 






	 	 	 	the first day of the seventh month following the month of separation from service.






	 	c)	 	Death. If a Participant dies while employed by the Company,
any Stock Option previously granted under this Plan may be exercised by the person
designated in such Participant’s last will and testament or, in the absence of such
designation, by the Participant’s estate, to the full extent that such Stock Option
could have been exercised by such Participant immediately prior to death. Any
outstanding Stock Options granted on or after June 1, 2002, which, as of the date
of death, are not yet exercisable, shall fully vest and become exercisable upon
death. Outstanding Stock Options granted prior to June 1, 2002, which, as of the
date of death, are not yet exercisable, shall fully vest and become exercisable in
a pro-rata amount, based on the full months of employment completed during the full
vesting period of the Stock Option from the date of grant to the date of death.
	 
	 	 	 	With respect to Stock Options which require the deposit of owned Common Stock as a
condition to obtaining exercise rights, in the event a Participant dies while
employed by the Company, such Stock Options may be exercised as provided in the
first paragraph of this Section 12(c) and any owned Common Stock deposited by the
Participant pursuant to such grant shall be promptly returned to the person
designated in such Participant’s last will and testament or, in the absence of such
designation, to the Participant’s estate, and all requirements regarding deposit by
the Participant shall be terminated.
	 
	 	 	 	A Participant who dies during any applicable restricted period, for Restricted Stock
or Restricted Stock Units granted on or after June 1, 2002, shall fully vest in, and
have settled, such shares of Restricted Stock or Restricted Stock Units, effective
as the date of death. A Participant who dies during any applicable restricted
period, for any Restricted Stock or Restricted Stock Units granted prior to June 1,
2002, shall vest in, and have settled, a proportionate number of such shares of
Restricted Stock or Restricted Stock Units, effective as of the date of death. Such
proportionate vesting shall be pro-rata, based on the number of full months of
employment completed during the restricted period prior to the date of death, as a
percentage of the applicable restricted period.
	 
	 	d)	 	Retirement. The Committee shall determine, at the time of
grant, the treatment of the Stock Options, Restricted Stock and Restricted Stock
Units upon the retirement of the Participant. Unless other terms are specified in
the original Grant, if the termination of employment is due to a Participant’s
retirement on or after age 55, the Participant may exercise a Stock Option, subject
to the original terms and conditions of the Stock Option and shall fully vest in,
and be paid or have deferred, all shares of Restricted Stock or Restricted Stock
Units effective as of the date of retirement (unless any such Award specifically
provides otherwise). However, the Restricted Stock Units without a proper deferral
election that vest under this Section 12(d) shall be payable on the Participant’s
separation from service (within the meaning of Code section 409A) or in the case of
a Participant who is a specified employee (within the meaning of Code section 409A)
shall be paid on the first day of the seventh month following the month of
separation from service. A Restricted Stock Unit that could vest upon retirement under this Section 12(d) at any time within




-9-









 






	 	 	 	the Award’s restricted period shall be referred to as a “Section 409A Restricted Stock
Unit”.
	 
	 	e)	 	Spin-offs. If the termination of employment is due to the
cessation, transfer, or spin-off of a complete line of business of the Company, the
Committee, in its sole discretion, shall determine the treatment of all outstanding
Awards under the Plan. Such treatment shall be consistent with Code section 409A,
and in particular will take into account whether a separation from service has
occurred within meaning of section 409A.






	13.	 	ADMINISTRATION OF THE PLAN






	 	a)	 	Administration. The authority to control and manage the
operations and administration of the Plan shall be vested in Committee in
accordance with this Section 13.
	 
	 	b)	 	Selection of Committee. The Committee shall be selected by the
Board, and shall consist of two or more members of the Board.
	 
	 	c)	 	Powers of Committee. The authority to manage and control the
operations and administration of the Plan shall be vested in the Committee, subject
to the following:






	 	(i)	 	Subject to the provisions of the Plan, the Committee will have
the authority and discretion to select from among the eligible Company
employees those persons who shall receive Awards, to determine the time or
times of receipt, to determine the types of Awards and the number of shares
covered by the Awards, to establish the terms, conditions, performance
criteria, restrictions, and other provisions of such Awards, and (subject to
the restrictions imposed by Section 14) to cancel or suspend Awards. In making
such determinations, the Committee may take into account the nature of services
rendered by the individual, the individual’s present and potential contribution
to the Company’s success and such other factors as the Committee deems
relevant.
	 
	 	(ii)	 	The Committee will have the authority and discretion to
establish terms and conditions of Awards as the Committee determines to be
necessary or appropriate to conform to applicable requirements or practices of
jurisdictions outside of the United States.
	 
	 	(iii)	 	The Committee will have the authority and discretion to
interpret the Plan, to establish, amend, and rescind any rules and regulations
relating to the Plan, to determine the terms and provisions of any agreements
made pursuant to the Plan, and to make all other determinations that may be
necessary or advisable for the administration of the Plan.
	 
	 	(iv)	 	Any interpretation of the Plan by the Committee and any
decision made by it under the Plan is final and binding.






	 	d)	 	Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or 




-10-









 






	 	 	 	more of
its members and may delegate all or any part of its responsibilities and powers to
any person or persons selected by it. Any such allocation or delegation may be
revoked by the Committee at any time.






	14.	 	AMENDMENTS OF THE PLAN
	 
	 	 	The Committee may from time to time prescribe, amend and rescind rules and regulations
relating to the Plan. Subject to the approval of the Board of Directors, where
required, the Committee may at any time terminate, amend, or suspend the operation of
the Plan, provided that no action shall be taken by the Committee to:






	 	a)	 	permit granting of Stock Options at less than Fair Market Value; and
	 
	 	b)	 	except as provided in Section 6, permit the repricing of outstanding
Stock Options.






	 	 	No termination, modification, suspension, or amendment of the Plan shall alter or impair
the rights of any Participant pursuant to an outstanding Award without the consent of
the Participant. There is no obligation for uniformity of treatment of Participants
under the Plan.
	 
	15.	 	FOREIGN JURISDICTIONS
	 
	 	 	The Committee may adopt, amend, and terminate such arrangements, not inconsistent with
the intent of the Plan, as it may deem necessary or desirable to make available tax or
other benefits of the laws of any foreign jurisdiction, to employees of the Company who
are subject to such laws and who receive Awards under the Plan.
	 
	16.	 	NOTICES
	 
	 	 	All notices to the Company regarding the Plan shall be in writing, effective as of
actual receipt by the Company, and shall be sent to:




General Mills, Inc.

Number One General Mills Boulevard

Minneapolis, Minnesota 55426

Attention: Corporate Compensation





-11-