EX-10.15






Exhibit 10.15




GENERAL MILLS, INC.




2005 DEFERRED COMPENSATION PLAN





	1.	 	PURPOSE OF PLAN






General Mills, Inc. (the “Company”) originally 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 deferring 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, General Mills, Inc.
common stock (“Common Stock”) issued under the Company’s stock option plans, and restricted
stock and restricted stock units issued under the Company’s various stock plans granting
restricted stock.




The General Mills, Inc. Deferred Compensation Plan is hereby amended and restated effective
January 1, 2005, as the “General Mills, Inc. 2005 Deferred Compensation Plan” (the “Plan”),
with respect to deferrals made or deferrals that are earned or vested after 2004. The
Plan’s purpose is to continue to permit eligible employees to defer receipt of certain
compensation pursuant to the terms and provisions set forth below.




As of January 1, 2005, all deferrals earned and vested (within the meaning of section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations thereunder)
prior to 2005 under the Deferred Compensation Plan will be governed by the “General Mills,
Inc. Deferred Compensation Plan (Grandfathered)”.




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




	2.	 	DEFINITIONS






Wherever used in this Plan, the following terms have the meanings set forth below:




“Board” means the Board of Directors of the Company.




“Change of Control” has the meaning set forth in Section 13.



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“Code” means the Internal Revenue Code of 1986, as amended.




“Common Stock” means Company common stock.




“Company” means General Mills, Inc.




“Deferred Cash Account” has the meaning set forth in Section 6.




“Deferred Stock Unit Account” has the meaning set forth in Section 8(i).




“Election Form” means a written form provided by the Company pursuant to which a
Participant may elect to defer his or her cash incentive compensation, receipt of shares of
Common Stock attributable to grants of restricted stock or restricted stock units and/or
dividend equivalents, as well as electing the form and timing of distributions with respect
to such deferrals.




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




“Minor Amendment Committee” has the meaning set forth in Section 4(i).




“Participant” has the meaning set forth in Section 3.




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




	3.	 	ELIGIBILITY






An individual is a Participant in the Plan if, on or after January 1,
2005, such individual (i) is a Participant in the Executive Incentive
Plan, as it may be amended from time to time, (ii) has been selected
by management to participate in “Compensation Plus,” or (iii) has an
individual agreement, approved by the Minor Amendment Committee, which
provides for participation in this Plan, and has elected to defer
compensation or receipt of Common Stock pursuant to the provisions of
any of these programs or the agreement. Former employees of the
Company who have retired from the Company may also participate if they
would have been eligible to participate at the time they retired from the Company.
Notwithstanding the foregoing, the Minor Amendment Committee may exclude



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from participation
employees or groups of employees of the Company who would otherwise be eligible under this
Plan.




	4.	 	PLAN ADMINISTRATION






	 	(i)	 	Minor Amendment Committee. Except as provided below, this Plan shall
be administered by the Minor Amendment Committee (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 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 shall have the full authority and discretion to make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of this Plan and
decide or resolve any and all questions, including interpretations of this Plan, as may
arise in connection with this Plan. Any such action taken by the Minor Amendment
Committee shall be final and conclusive on any party. To the extent the Minor
Amendment Committee has been granted discretionary authority under the Plan, the Minor
Amendment Committee’s prior exercise of such authority shall not obligate it to
exercise its authority in a like fashion thereafter. The Minor Amendment Committee
shall be entitled to rely conclusively upon all tables, valuations, certificates,
opinions and reports furnished by any actuary, accountant, controller, counsel or other
person employed or engaged by the Company with respect to the Plan. The Minor
Amendment Committee may, from time to time, employ agents and delegate to such agents,
including employees of the Company, such administrative or other duties as it sees fit.
	 
	 	(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.




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	 	(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.
	 
	 	(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.




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






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






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






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




	 	(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




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	 	 	 	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 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.






	5.	 	DEFERRAL AND PAYMENT OF COMPENSATION






	 	(i)	 	Cash Incentive Deferral Election. In order to elect to defer cash
incentive compensation earned during a calendar year, a Participant shall file an
irrevocable Election Form before the beginning of such calendar year. Notwithstanding
the foregoing, (1) if the Company determines that a cash incentive compensation award
qualifies as “performance-based compensation” under Code section 409A, a Participant
may elect to defer a portion of the cash incentive compensation award by filing an
irrevocable Election Form at such later time up until the date six months before the
end of the performance period as permitted by the Company, and (2) in the first year in
which an employee becomes eligible to participate in the Plan, an irrevocable deferral
election on a cash incentive compensation award may be made with respect to services to
be performed subsequent to the election within 30 days after the date the employee
becomes eligible to participate in the Plan to the extent permitted under Code section
409A.






A Participant’s cash incentive compensation award deferral election may apply to:




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






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.



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	 	(ii)	 	Restricted Stock/Restricted Stock Unit Deferral Election. A
Participant can elect to defer receipt of shares of Common Stock (or cash, if
applicable) attributable to grants of restricted stock or restricted stock units under
the Company’s restricted stock plan(s) by completing and submitting to the Company an
irrevocable Election Form. A Participant may not revoke such an election after it is
received by the Company. In order to elect to defer receipt of shares of Common Stock
(or cash, if applicable) attributable to grants of restricted stock or restricted stock
units, a Participant shall file an irrevocable Election Form before the beginning of
the calendar year in which the grant occurs. Notwithstanding the foregoing, (1) if the
Company determines that a grant of restricted stock or restricted stock units qualifies
as “performance-based compensation” under Code section 409A, a Participant may elect to
defer receipt of a portion of the shares of Common Stock (or cash, if applicable)
attributable to such grants by filing an irrevocable Election Form at such later time
up until the date six months before the end of the performance period which triggers
the grant, as permitted by the Company, and (2) in the year in which an employee first
becomes eligible to participate in this Plan, an irrevocable deferral election may be
made with respect to grants of restricted stock or restricted stock units with respect
to services to be performed subsequent to the election. Such election must be made
within 30 days after the date the employee first becomes eligible to participate in the
Plan to the extent permitted under Code section 409A.
	 
	 	(iii)	 	Distribution of Deferred Cash Incentive and Common Stock.






	 	(a)	 	Cash incentive compensation that is deferred under this Plan,
plus any earnings thereon, shall be paid in cash. Stock Units shall be paid in
shares of Common Stock unless the terms of the award provided for cash
settlement, in which case such Stock Units, plus any earnings thereon, shall be
paid in cash.
	 
	 	(b)	 	At the time a Participant files his or her Election Form, he or
she must select (i) whether to receive his or her distribution of amounts
deferred under the Election Form upon a Separation from Service or upon a
specified distribution date, and (ii) a form of distribution (in a single
lump-sum payment or in substantially equal annual installments for a period not
to exceed ten (10) years for such amounts). Notwithstanding any other
provision of the Plan, Participants must elect a specified distribution date
after December 1, 2005.






	 	(1)	 	If a Participant elects distribution upon a
Separation from Service, such distribution shall be made (or commence) as
soon as practicable following his or her Separation from Service;
provided, however, that such distribution shall be made no later than 90
days following such Separation from Service.




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	 	 	 	Notwithstanding the foregoing, distributions may not be made to a Key
Employee upon a Separation from Service before the date which is six
months after the date of the Key Employee’s Separation from Service (or,
if earlier, the date of death of the Key Employee). If a Participant’s
distribution is delayed under this provision, the distribution shall be
made paid on the first day of the seventh month following the
Participant’s Separation from Service (or, if earlier, the first day of
the month after the Participant’s death).






	 	(2)	 	If a Participant elects a distribution upon a
specified distribution date, the specified 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; and (2) 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. Notwithstanding the immediately preceding, in all cases, the
specified distribution date must be no later than the date the
Participant attains age 70.






	 	(c)	 	Common Stock issuable under a single restricted stock or
restricted stock unit grant shall have the same distribution date and form of
distribution.
	 
	 	(d)	 	Notwithstanding the above, the following provisions shall
apply:






	 	(1)	 	Changes in Time or Form of Distribution. A
Participant shall be permitted to change the time or form of a
distribution for a deferred amount, but each such election shall be
effective only if the following conditions are satisfied:






	 	(A)	 	The election may not take effect until at
least twelve (12) months after the date on which the election is
made;
	 
	 	(B)	 	A distribution may not be made earlier
than at least five (5) years from the date the distribution would
have otherwise been made;
	 
	 	(C)	 	In the case of an election to change the
time or form of a distribution made pursuant to a specified date,
the election must be made at least twelve (12) months before the
date the distribution is scheduled to be paid; and




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	 	(D)	 	An election under this Section will not
be effective if it results in a specified distribution date beyond
the Participant’s 70th birthday and no new election may
be made under this Section after the Participant’s 65th
birthday.






For purposes of elections made under this Section, installment
distributions shall be treated as a single distribution.




	 	(2)	 	Effect of Taxation. If a portion of the
Participant’s Deferred Cash Account or Deferred Stock Unit Account is
includible in income under Code section 409A, such portion shall be
distributed immediately to the Participant.
	 
	 	(3)	 	Permitted Delays. Notwithstanding the
foregoing, any payment to a Participant under the Plan shall be delayed
upon the Minor Amendment Committee’s reasonable anticipation of one or
more of the following events:






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






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




	 	(e)	 	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.






	 	(iv)	 	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 of Control” (as defined in Section 13
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 




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	 	 	 	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.






	 	(v)	 	Common Stock Distribution; Change of Control. In the event of a Change
of Control Event, 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. For purposes of this Section 5(v), a
Change of Control Event means a Change of Control (as defined in Section 13) that is
also an event described in IRS regulations or other guidance under Code section
409A(a)(2)(A)(v).






	6.	 	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
5(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 cash incentive compensation would otherwise be payable.
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.




	7.	 	COMPANY CONTRIBUTIONS TO DEFERRED ACCOUNTS




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	 	 	With respect to cash incentive compensation or Stock Units 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 Internal Revenue Code
limitations:






	 	(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)	 	Time and Form of Distribution. Company contributions made under this
Section shall be paid at the same time and in the same form as the deferrals to which
such contributions relate.
	 
	 	(iv)	 	Impact on General Mills International Retirement Plan. Company
contributions under this Section 7 shall not be made as to deferrals that 




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	 	 	 	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.






	8.	 	DEFERRED STOCK UNIT ACCOUNTS






	 	(i)	 	Establishment of Accounts. A deferred stock unit account (“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 5(ii)
above. Such Accounts either shall have an appropriate number of Stock Units credited,
or if the award is payable in cash rather than shares of Common Stock, the value of the
award shall be credited as determined by multiplying the number of restricted stock
units originally awarded by the closing price of the Common Stock on the New York Stock
Exchange on the date the award vests.
	 
	 	(ii)	 	Dividend equivalents on stock settled awards. Participants shall make
elections either to receive dividend equivalent cash amounts on Stock Units at the time
that dividends are actually paid to shareholders or to have the amounts reinvested.
Such elections shall be made at the same time and in the same form as elections made
with respect to the deferral of restricted stock or restricted stock units in Section
5(ii) above, and are irrevocable once received by the Company. If the dividend
equivalent cash amounts are reinvested, on each dividend payment date for Common Stock
on or after the date on which a Stock Unit is deferred under this Plan, 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 may not be
reinvested prior to the time when the underlying restricted stock unit is vested and
deferred under this Plan. 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. Dividend equivalents shall be
distributed at the same time and in the same form as the Stock Units in a Deferred
Stock Unit Account that generates such dividend equivalents. If the Participant fails
to make an election, the dividend equivalent amounts shall be reinvested.
	 
	 	(iii)	 	Dividend equivalents on cash settled awards. Participants shall make
elections either to receive dividend equivalent cash amounts on Stock Units at the time
dividends are actually paid to shareholders or to have the amounts reinvested. Such
elections shall be made at the same time and in the same form as elections made with
respect to the deferral of restricted stock units in Section 5(ii) above, and are
irrevocable once 




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	 	 	 	received by the Company. The amount of the dividend equivalent shall
equal the then current dividend amount payable on one share of Common Stock on each
dividend payment date, multiplied by the number of restricted stock units initially
covered by the deferral election under Section 5(ii) above. If the dividend equivalent
payments are reinvested, on each dividend payment date for Common Stock on or after the
date on which a Stock Unit is deferred under this Plan the Deferred Stock Unit Account
will be credited as of the dividend payment date for Common Stock and said amount will
be “invested” as provided in (iv) immediately below. Dividend equivalent amounts may
not be reinvested prior to the time when the underlying restricted stock unit is vested
and deferred under this Plan.






	 	(iv)	 	Investment returns on cash settled awards. Amounts credited to a
Deferred Stock Unit Account for restricted stock units payable in cash will be credited
monthly with a “rate of return” on the total amount in the Account which 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.
Participant elections concerning these amounts and their “investment” will be handled
as described above in Section 6.
	 
	 	(v)	 	Coordination with stock plans. The Plan 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
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 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 8(i) above.
	 
	 	(vi)	 	Certain corporate transactions. If a corporate transaction has
occurred affecting the Common Stock such that an adjustment to Deferred Stock Unit
Accounts is required to preserve (or prevent enlargement of) the value of such
Accounts, then in such manner as the Minor Amendment Committee deems equitable, an
appropriate adjustment shall be made to the number of Stock Units credited to a
Deferred Stock Unit 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 




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	 	 	 	of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transactions.






	9.	 	UNFORESEEABLE EMERGENCY
	 
	 	 	A Participant may request a withdraw of all or any portion of his
Deferred Cash Account or Deferred Stock Account balance for an
Unforeseeable Emergency. Subject to Section 4(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. The amounts distributed with
respect to an Unforeseeable Emergency may not exceed the amounts
necessary to satisfy such Unforeseeable Emergency plus amounts
necessary to pay taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which such
hardship is or may be relieved through reimbursement or compensation
by insurance or otherwise or by liquidation of the Participant’s
assets (to the extent the liquidation of such assets would not itself
cause severe financial hardship) or by cessation of deferrals under
the Plan. “Unforeseeable Emergency” means for this purpose a severe
financial hardship to a Participant resulting from an illness or
accident of the Participant, the Participant’s spouse, or a dependent
(as defined in Code section 152(a)) of the Participant, loss of the
Participant’s property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond
the control of the Participant.
	 
	10.	 	DEATH OF A PARTICIPANT
	 
	 	 	If the death of a Participant occurs before a full distribution of the
Participant’s Deferred Cash Account 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 within 60 days of death. In the absence of
any such designation, the distribution shall be made to the personal
representative, executor or administrator of the Participant’s estate.
	 
	11.	 	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




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	 	 	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 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.






	12.	 	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.
	 
	13.	 	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 of Control
without the written consent of a majority of Participants determined
as of the day before such Change of Control occurs. A “Change of
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 of 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 




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	 	 	 	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
	 
	 	(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 consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (“Business
Combination”); 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
	 
	 	(v)	 	Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.




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	14.	 	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.
	 
	15.	 	PLAN TERMINATION
	 
	 	 	Upon termination of the Plan, distribution of Deferred Cash Account and Stock Unit Accounts
shall be made as described in Section 5, unless the Minor Amendment Committee determines in
its sole discretion that all such amounts shall be distributed upon termination in
accordance with the requirements under Code section 409A. Upon termination of the Plan, no
further deferrals of cash incentive compensation, restricted stock, restricted stock units
shall be permitted; however, earnings, gains and losses shall continue to be credited to the
Deferred Cash Account balances in accordance with Section 6 until the Deferred Cash Account
balances and dividend equivalents credited to Deferred Stock Unit Accounts are fully
distributed.
	 
	16.	 	TAXES
	 
	 	 	The Company or other payor may withhold from a payment under the Plan or a Participant’s
wages, or the Company may reduce a Participant’s Deferred Cash Account or Deferred Stock
Unit Account balance, in order to meet any federal, state, or local tax withholding
obligations with respect to Plan payments. The Company or other payor shall report Plan
payments and other Plan-related information to the appropriate governmental agencies as
required under applicable laws.
	 
	17.	 	EFFECTIVE DATE AND PLAN YEAR
	 
	 	 	This Plan became effective as of January 1, 2005. It shall operate on
a calendar year basis.






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