EX-10.5






Exhibit 10.5




GENERAL MILLS, INC.




2003 STOCK COMPENSATION PLAN





	1.	 	PURPOSE OF THE PLAN
	 
	 	 	The purpose of the General Mills, Inc. 2003 Stock Compensation Plan (the “Plan”) is to
attract and retain able individuals 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.
	 
	2.	 	EFFECTIVE DATE AND DURATION OF PLAN
	 
	 	 	This Plan shall become effective as of October 1, 2003, subject to the approval of the
stockholders of the Company at the Annual Meeting on September 22, 2003. Awards may be
made under the Plan until December 31, 2005.
	 
	3.	 	ELIGIBLE PERSONS
	 
	 	 	Only persons who are employees of the Company shall be eligible to receive grants of
Stock Options, Restricted Stock, Restricted Stock Units or Recognition Awards (each
defined below) and become “Participants” under the Plan. The Compensation Committee of
the Company’s Board of Directors (the “Committee”) shall exercise the discretionary
power to determine from time to time the employees of the Company who are eligible to
participate in this Plan.
	 
	4.	 	AWARD TYPES






	 	(a)	 	Stock Option Awards. Under this Plan, 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.
	 
	 	(b)	 	Stock Option Exercise Price. 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, and may exceed the Fair
Market Value on the grant date, at the Committee’s discretion. “Fair Market Value”
shall equal the closing price of the Common Stock on the New York Stock Exchange on
the date of grant.
	 
	 	(c)	 	Restricted Stock Awards. 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”).
	 
	 	(d)	 	Recognition Awards. The Committee hereby authorizes the
Corporate Secretary to approve and distribute Common Stock to Participants as a
bonus or reward, subject to Section 13(d) and Committee ratification of such Awards
in accordance




 









 






	 	 	 	with Section 20. No Participant may receive as Recognition Award(s) more than 20
shares in the aggregate, in any calendar year.
	 
	 	(e)	 	Awards. Stock Options, Restricted Stock, Restricted Stock
Units and Recognition Awards, as defined above, 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.	 	COMMON STOCK SUBJECT TO THE PLAN






	 	(a)	 	Maximum Shares Available for Delivery. Subject to Section
5(c), the maximum number of shares of Common Stock available for issuance to
Participants under the Plan shall be 15,000,000.
	 
	 	 	 	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, or if the tax withholding requirements
are satisfied through such tender, 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)	 	Individual Share Limits. The number of shares of Common Stock
subject to Stock Options or available for Restricted Stock, Restricted Stock Unit
or Recognition Awards granted under the Plan to any single Participant over the
duration of the Plan shall not exceed 10 percent of the total number of shares
available under the Plan.
	 
	 	(c)	 	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




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	 	 	 	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 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.
	 
	 	(d)	 	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, Restricted Stock Unit and Recognition Awards
under the Plan shall be limited to 25% 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.






	 	(e)	 	Stock Deposit Requirements and other Restrictions. 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.






	6.	 	STOCK OPTION TERM AND TYPE






	 	(a)	 	General. 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.




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	 	(b)	 	No Reload Rights. Stock Options granted under this Plan shall
not contain any provision entitling the optionee to the automatic grant of
additional options in connection with any exercise of the original option.
	 
	 	(c)	 	No Repricing. Subject to Section 5(c), outstanding Stock
Options granted under this Plan shall under no circumstances be repriced.






	7.	 	GRANT, EXERCISE AND VESTING OF STOCK OPTIONS






	 	(a)	 	Grant. Subject to the limits otherwise imposed by the terms of
this Plan, the Committee has discretionary authority to determine the size of a
Stock Option grant, which may be tied to meeting performance-based requirements.
	 
	 	(b)	 	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. 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.
	 
	 	(c)	 	Vesting. Stock Options shall not be exercisable unless vested.
Subject to Sections 11 and 12 Stock Options shall be fully vested only after four
years of the Participant’s continued employment with the Company following the date
of the Stock Option grant.
	 
	 	(d)	 	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.
	 
	 	(e)	 	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
	 
	 	 	Restricted Stock and Restricted Stock Units may be awarded on either a
discretionary or performance-based method.




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	 	(a)	 	Discretionary Awards. With respect to discretionary Awards of
Restricted Stock and Restricted Stock Units, the Committee shall:






	 	(i)	 	Select Participants to whom Awards will be made;
	 
	 	(ii)	 	Determine the number of shares of Restricted Stock or the
number of Restricted Stock Units to be awarded to a Participant;
	 
	 	(iii)	 	Determine the length of the restricted period, which shall be
no less than four years;
	 
	 	(iv)	 	Determine the purchase price, if any, to be paid by the
Participant for Restricted Stock or Restricted Stock Units; and
	 
	 	(v)	 	Determine any restrictions other than those set forth in this
Section 8.






	 	(b)	 	Performance-Based Awards. With respect to Awards of
performance-based Restricted Stock and Restricted Stock Units, the intent is to
grant such Awards so as to satisfy the requirements for “qualified
performance-based compensation” under Internal Revenue Code section 162(m).
Performance-based Awards are subject to the following:






	 	(i)	 	The Committee has exclusive authority to determine which
Participants may be awarded performance-based Restricted Stock and Restricted
Stock Units.
	 
	 	(ii)	 	In order for any Participant to be awarded Restricted Stock or
Restricted Stock Units for a Performance Period (defined below), the net
earnings from continuing operations excluding items identified and disclosed by
the Company as non-recurring or special costs and after taxes (“Net Earnings”)
of the Company for such Performance Period must be greater than zero.
	 
	 	(iii)	 	At the end of the Performance Period, if the Committee
determines that the requirement of Section 8(b)(ii) has been met, each
Participant eligible for a performance-based Award shall be deemed to have
earned an Award equal in value to the Maximum Amount, or such lesser amount as
the Committee shall determine in its discretion to be appropriate. The
Committee may base this determination of grant size on performance-based
criteria and in no case shall this have the effect of increasing an Award
payable to any other Participant. For purposes of computing the value of
Awards, each Restricted Stock or Restricted Stock Unit shall be deemed to have
a value equivalent to the Fair Market Value of one share of Common Stock on the
date the Award is granted.
	 
	 	(iv)	 	In addition to the limitation on the number of shares of Common
Stock available for Awards under section 5(b) hereof, in no event shall the
total value of the performance-based Restricted Stock or Restricted Stock Unit
Award granted to any Participant for any one Performance Period exceed 0.5
percent of the Company’s Net Earnings for that Performance Period (such amount
is the “Maximum Amount”).
	 
	 	(v)	 	The Committee shall determine the length of the restricted
period which, subject to Sections 11 and 12, shall be no less than four years.




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	 	(vi)	 	“Performance Period” means a fiscal year of the Company, or
such other period as the Committee may from time to time establish.






	 	 	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.
	 
	 	 	The Committee may permit Participants to defer receipt of any Common Stock issuable upon
the lapse of any restriction of Restricted Stock or Restricted Stock Units, subject to
such rules and procedures as it may establish. In particular, the Committee shall
establish rules relating to such deferrals intended to comply with the requirements of
Code section 409A, including without limitation, the time when a deferral election can
be made, the period of the deferral, and the events that would result in payment of the
deferred amount.
	 
	9.	 	TRANSFERABILITY OF AWARDS
	 
	 	 	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”:




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	 	(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 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




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	 	 	 	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 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
6, 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.
	 
	 	 	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. 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 Code of
Conduct, 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 termination, and all shares of
Restricted Stock and Restricted Stock Units which are subject to restriction and not
vested on the date of termination shall be forfeited.




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	 	(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 Participant’s outstanding Stock Options shall continue
to become exercisable according to the schedule established at the time
of grant unless otherwise provided in the applicable Award agreement,
and all shares of Restricted Stock and Restricted Stock Units shall
fully vest and be paid (or deferred, as appropriate) immediately.
Stock Options shall remain exercisable for the remaining full term of
such Stock Options.
	 
	 	(ii)	 	In the event that, at the time of such termination, the
sum of the 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 as of the date of termination and be paid (or
deferred, as appropriate) immediately.
	 
	 	 	 	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 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 shall fully vest and become
exercisable upon death and 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.
	 
	 	 	 	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




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	 	 	 	the first paragraph of this Section 12(c) and any deposit requirement shall be
terminated.
	 
	 	 	 	A Participant who dies while employed by the Company during any applicable
restricted period, shall fully vest in such shares of Restricted Stock or Restricted
Stock Units, effective as of the date of death.
	 
	 	(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 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 will be consistent with Code section 409A,
and in particular will take into account whether a separation from service has
occurred within the 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 the 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




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	 	 	 	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 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 Board of Directors or the
Committee without the approval of the stockholders which would:






	 	(a)	 	except as provided in Section 5(c) materially increase the number of shares which may be issued under the 2003 Plan;
	 
	 	(b)	 	permit granting of Stock Options at less than Fair Market Value;
	 
	 	(c)	 	except as provided in Section 5(c), permit the repricing of outstanding
Stock Options; or
	 
	 	(d)	 	amend the maximum shares set forth in Section 5(b) which may be granted
to any single Participant.
	 
	 	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




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	 	 	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.	 	NON-ALIENATION OF RIGHTS AND BENEFITS
	 
	 	 	Subject to Section 9, no right or benefit under the Plan shall be subject to alienation,
sale, assignment, pledge, or encumbrance and any attempt to do so shall be void. No
right or benefit under the Plan be subject to the debts, contacts, liabilities or torts
of the person entitled to such rights or benefits.
	 
	17.	 	LIMITATION OF LIABILITY OR OBLIGATION OF THE COMPANY.
	 
	 	 	Nothing in the Plan shall be construed:






	 	(a)	 	to give any employee of the Company any right to be
granted any Award other than at the sole discretion of the Plan
Committee;
	 
	 	(b)	 	to give any Participant any rights whatsoever with
respect to shares of Common Stock except as specifically provided in
the Plan;
	 
	 	(c)	 	to limit in any way the right of the Company or any
Subsidiary to terminate, change or modify, with or without cause, the
employment of any Participant at any time; or
	 
	 	(d)	 	to be evidence of any agreement or understanding,
express or implied, that the company or any Subsidiary will employ any
Participant in any particular position at any particular rate of
compensation or for any particular period of time.






	 	 	Payments and other benefits received by a Participant under an Award shall not be deemed
part of a Participant’s regular, recurring compensation for purposes of any termination,
indemnity or severance pay laws and shall not be included in, nor have any effect on,
the determination of benefits under any other employee benefit plan, contract or similar
arrangement provided by the Company or any Subsidiary, unless expressly so provided by
such other plan, contract or arrangement.
	 
	18.	 	NO LOANS
	 
	 	 	The Company shall not lend money to any Participant to finance a transaction under this
Plan.
	 
	19.	 	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





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	20.	 	RECOGNITION AWARDS
	 
	 	 	The Committee hereby authorizes the distribution of up to 10,000 shares of Common Stock
as Recognition Awards in any calendar year during the duration of the Plan. A Company
officer may identify employees of the Company who have made special contributions to the
business and/or performance of the Company and request that the Corporate Secretary
deliver Recognition Awards to such Participants in recognition of such contributions.
Each year, the Committee shall review the grants of Recognition Awards made in the prior
year. Recognition Award shares may be fully vested upon grant or subject to such
vesting conditions as the Committee may authorize.






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