Exhibit 10.11 to General Mills, Inc. Form 10-K for fiscal year ended May 27, 2007






EXHIBIT 10.11


 


GENERAL MILLS, INC.


DEFERRED COMPENSATION PLAN


 







GENERAL MILLS, INC.


DEFERRED COMPENSATION PLAN


	
 

	
 


	
1.

	
PURPOSE OF
  PLAN


	
 

	
 


	
 

	
General
  Mills, Inc. (the “Company”) hereby establishes a Deferred Compensation Plan
  (the “Plan”) for a select group of the key management and highly compensated
  employees of the Company and its affiliates as a means of sheltering a
  portion of income from current taxation while accumulating resources for
  future investments or retirement. Under the Plan, Participants may defer cash
  incentives, common stock issued under the Company’s stock option plans, and
  restricted stock units issued under the Company’s various stock plans granting
  restricted stock, as they may be amended from time to time. In addition,
  Participants may “defer” shares of General Mills, Inc. common stock (“Common
  Stock”) attributable to restricted stock issued under the Company’s various
  stock plans granting restricted stock, as they may be amended from time to
  time, by cancellation of such shares in exchange for deferred restricted
  stock units under this Plan. As to deferred cash incentives, Participants
  shall earn a “rate of return” on the deferred amounts which track the
  investment return achieved under the General Mills 401(k) Savings Plan
  (“401(k) Savings Plan”) and/or rates equivalent to investment results of
  other funds or portfolios as may be made available from time to time pursuant
  to the provisions of the Plan. As to stock options, Participants may defer
  receipt of the net shares of Common Stock resulting from a Participant’s
  stock-for-stock option exercise and dividend equivalents on the net shares.
  As to deferrals related to restricted stock and restricted stock units,
  Participants may defer the receipt of shares of Common Stock attributable to
  such grants and to dividend equivalents on such shares. Under current tax
  law, amounts properly deferred and the “rate of return” or earnings credited
  to such amounts are not taxable (except for FICA taxation, as required) as
  income until they are distributed to the Participants. Under current tax law,
  distributions from this Plan will be taxed as ordinary income in the year in
  which they are received. In addition, this Plan is intended to be a successor
  plan with respect to certain liabilities on behalf of certain individuals who
  had deferred compensation accounts under the Nonqualified Plan for Pillsbury
  Management and the Pillsbury Deferred Compensation Program for Officers on
  U.S. Assignment immediately before April 1, 2002, which liabilities are being
  transferred to this Plan as a result of the merger of The Pillsbury Company
  and General Mills, Inc.


	
 

	
 


	
2.

	
ELIGIBILITY


	
 

	
 


	
 

	
An
  individual is a Participant in the Plan if 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 from
  participation employees or 





1







	
 

	
 


	
 

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


	
 

	
 


	
3.

	
PLAN
  ADMINISTRATION








	
 

	
 

	
 


	
 

	
(i)

	
Minor
  Amendment Committee. Except as provided below, this
  Plan shall be administered by the Minor Amendment Committee (the “Minor
  Amendment Committee”). The Minor Amendment Committee shall act by affirmative
  vote of a majority of its members at a meeting or in writing without a
  meeting. The Minor Amendment Committee shall appoint a secretary who may be
  but need not be one of its own members. The secretary shall keep complete
  records of the administration of the Plan. The Minor Amendment Committee may
  authorize each and any one of its members to perform routine acts and to sign
  documents on its behalf. To the extent necessary to maintain any exemption
  under Rule 16b-3 or any successor rule (“Rule 16b-3”) under the Securities
  Exchange Act of 1934 as to certain officers of the Company, the Compensation
  Committee of the Board of Directors (the “Committee”) shall administer
  certain portions of this Plan. 


	
 

	
 

	
 


	
 

	
(ii)

	
Plan
  Administration. The Minor Amendment Committee may
  appoint such persons or establish such subcommittees, employ such attorneys,
  agents, accountants or investment advisors necessary or desirable to advise
  or assist it in the performance of its duties hereunder, and the Minor
  Amendment Committee may rely upon their respective written opinions or
  certifications.


	
 

	
 

	
 


	
 

	
 

	
Administration
  of the Plan shall consist of interpreting and carrying out the provisions of
  the Plan. The Minor Amendment Committee shall, in its discretion, determine
  the eligibility of employees to participate in the Plan, the rights of
  Participants in the Plan, the nature and amount of benefits to be received
  therefrom, and decide any disputes that may arise under the Plan. The Minor Amendment
  Committee may provide rules and regulations for the administration of the
  Plan consistent with its terms and provisions. Any construction or
  interpretation of the Plan and any determination of fact in administering the
  Plan made in good faith by the Minor Amendment Committee shall be final and
  conclusive for all Plan purposes.


	
 

	
 

	
 


	
 

	
(iii)

	
Claims
  Procedure. 








	
 

	
 

	
 


	
 

	
(a)

	
The Minor
  Amendment Committee shall prescribe a form for the presentation of claims
  under the terms of the Plan.


	
 

	
 

	
 


	
 

	
(b)

	
Upon presentation
  to the Minor Amendment Committee of a claim on the prescribed form, the Minor
  Amendment Committee shall make a determination of the validity thereof. If
  the determination is adverse to the claimant, the Minor Amendment Committee
  shall furnish to the claimant within a reasonable period of time after the
  receipt of the claim a written notice setting forth the following:








	
 

	
 

	
 


	
 

	
(1)

	
The specific reason or reasons for the denial;





2







	
 

	
 

	
 


	
 

	
(2)

	
Specific
  reference to pertinent provisions of the Plan on which the denial is based;


	
 

	
 

	
 


	
 

	
(3)

	
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


	
 

	
 

	
 


	
 

	
(4)

	
An
  explanation of the Plan’s claim review procedure.








	
 

	
 

	
 


	
 

	
(c)

	
In the event
  of a denial of a claim, the claimant may appeal such denial to the Minor
  Amendment Committee for a full and fair review of the adverse determination.
  The claimant’s request for review must be in writing and be made to the Minor
  Amendment Committee within 60 days after receipt by the claimant of the
  written notification required under subsection (b) above. The claimant or his
  or her duly authorized representative may submit issues and comments in
  writing which shall be given full consideration by the Minor Amendment
  Committee in its review.


	
 

	
 

	
 


	
 

	
(d)

	
A decision
  on a request for review shall be made by the Minor Amendment Committee not
  later than 60 days after receipt of the request; provided, however, in the
  event of special circumstances, such decision shall be made not later than
  120 days after receipt of such request.


	
 

	
 

	
 


	
 

	
(e)

	
The Minor
  Amendment Committee’s decision on review shall state in writing the specific
  reasons and references to the Plan provisions on which it is based. Such
  decision shall be immediately provided to the claimant. 


	
 

	
 

	
 


	
 

	
(f)

	
The Minor
  Amendment Committee may allocate its responsibilities among its several
  members, except that all matters involving the decision on claims and the
  review of the determination of benefits shall be made by the full Minor
  Amendment Committee. No member of the Minor Amendment Committee shall
  participate in any matter relating solely to himself or herself.








	
 

	
 

	
 


	
4.

	
DEFERRAL AND
  PAYMENT OF COMPENSATION


	
 

	
 


	
 

	
(i)

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








	
 

	
 

	
 


	
 

	
(a)

	
100% of the
  cash incentive compensation,


	
 

	
 

	
 


	
 

	
(b)

	
any amount
  in excess of a specified dollar amount,


	
 

	
 

	
 


	
 

	
(c)

	
any amount
  up to a specified dollar amount, or


	
 

	
 

	
 


	
 

	
(d)

	
a specified
  percentage (in whole numbers) of the cash incentive compensation.





3







	
 

	
 


	
 

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








	
 

	
 

	
 


	
 

	
(ii)

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


	
 

	
 

	
 


	
 

	
(iii)

	
Restricted
  Stock/Restricted Stock Unit Deferral Election. A
  Participant can elect to defer receipt of the shares of Common Stock of the
  Company attributable to nonvested restricted stock or restricted stock units
  under the Company’s restricted stock plan(s) by completing and submitting to
  the Company an irrevocable restricted stock deferral election within the
  period specified by the Minor Amendment Committee on the applicable deferral
  election form and prior to the date such restricted stock or restricted stock
  units become vested as determined under the Company’s various stock plans
  granting restricted stock, as they may be amended from time to time. A
  Participant may not revoke a restricted stock or restricted stock unit
  deferral election after it is received by the Company. A Participant may
  choose to defer receipt of all or only a portion of the shares of Common
  Stock attributable to nonvested restricted stock or the restricted stock
  units that have been granted to the Participant by the Company. Any election
  to defer receipt of shares of Common Stock attributable to restricted stock
  shall result in the restricted stock being cancelled and replaced with the
  promise of the Company to pay deferred compensation (in the form of deferred
  restricted stock units) pursuant to the terms of the Plan.


	
 

	
 

	
 


	
 

	
(iv)

	
Distribution
  of Deferred Cash Incentive and Common Stock. At the
  time of a Participant’s deferral election, a Participant must also select a
  distribution date and a form of distribution. The distribution date may be
  any date that is at least one year following: (1) in the case of cash
  incentive compensation, the date the cash incentive would otherwise be
  payable; (2) in the case of stock option gain deferrals, the exercise date
  for the related stock option; and (3) in the case of deferrals related to 





4







	
 

	
 

	
 


	
 

	
 

	
restricted
  stock or restricted stock units, the date such restricted stock or restricted
  stock units are otherwise vested under the terms of the Company’s various
  stock plans granting restricted stock, as they may be amended from time to
  time; provided that, in all cases, the Participant’s deferral election must
  provide that distribution shall be made or commenced no later than the date
  the Participant attains age 70.


	
 

	
 

	
 


	
 

	
 

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








	
 

	
 

	
 


	
 

	
(a)

	
If the
  employment of a Participant terminates for any reason other than retirement
  at or after age 55 prior to the date any cash incentive compensation award
  would otherwise have been made, then any cash deferral election made with
  respect to such incentive compensation award shall not become effective.


	
 

	
 

	
 


	
 

	
(b)

	
If a stock
  option, as to which a Participant has made a stock option gain deferral
  election, terminates prior to the exercise date selected by the Participant,
  or if the Participant dies or fails to deliver personally-owned shares in
  payment of the exercise price, then the deferral election shall not become
  effective.


	
 

	
 

	
 


	
 

	
(c)

	
In the event
  of the voluntary resignation of a Participant (other than retirement at or
  after age 55 or if age plus years of service equals or exceeds 70) or a
  Company discharge due to a Participant’s illegal activities, poor work
  performance, misconduct or violation of the Company’s policies or practices,
  distribution of all cash and Stock Units (as defined in Section 7(i) below)
  allocated to a Participant’s Deferred Cash Accounts or Deferred Stock Unit
  Accounts (as defined in Section 7(i) below) shall be paid the earlier of the
  date elected in the deferral election or the first business day of the
  calendar year next following the date of termination. The Minor Amendment
  Committee may, in its sole and complete discretion, require alternate
  distributions if it determines that such alternate distributions are in the
  best interest of the Company.


	
 

	
 

	
 


	
 

	
(d)

	
As to all
  previous and future Plan years, a Participant who (A) has elected a
  distribution date and distribution in either a single distribution or
  substantially equal installments and (B) is not within twelve (12)
  months of the date that such deferred amount, deferred Common Stock or the
  first installment thereof would be distributed under this Plan, shall be permitted
  to make no more than two amendments to the initial election to defer
  distributions such that his or her distribution date is either in the same
  calendar year as the date of the distribution which would have been made in
  the absence of such election amendment(s) or is at least one year after the
  date 





5







	
 

	
 

	
 


	
 

	
 

	
of the
  distribution which would have been made in the absence of such election
  amendment(s). A Participant satisfying the conditions set forth in the
  preceding sentence may also amend such election so that his or her form of
  distribution is changed to substantially equal annual installments for a
  period not to exceed ten (10) years or is changed to a single distribution.


	
 

	
 

	
 


	
 

	
(e)

	
A
  Participant may, at any time prior or subsequent to the commencement of cash
  benefit payments under this Plan, elect in writing to have his or her form of
  payment of any or all amounts due under this Plan changed to an immediate
  lump-sum distribution which shall be paid within one (1) business day of
  receipt by the Company of such request; provided that the amount of any such
  lump-sum distribution shall be reduced by an amount equal to the product of
  (X) the total lump-sum distribution otherwise payable (based on the value of
  the account as of the first day of the month in which the lump-sum amount is
  paid, adjusted by a pro-rata portion of the rate of return for the prior
  month in which the lump-sum is paid, determined by multiplying the actual
  rate of return on the last business day for such prior month by a fraction, the
  numerator of which is the number of days in the month in which the request is
  received prior to the date of payment, and the denominator of which is the
  number of days in the month), and (Y) the rate set forth in Statistical
  Release H.15(519), or any successor publication, as published by the Board of
  Governors of the Federal Reserve System for one-year U.S. Treasury notes
  under the heading “Treasury Constant Maturities” for the first day of the
  calendar month in which the request for a lump-sum distribution is received
  by the Company.


	
 

	
 

	
 


	
 

	
(f)

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


	
 

	
 

	
 


	
 

	
(g)

	
At the time
  elected by the Participant for distribution of Common Stock attributable to
  allocations under the Participant’s Deferred Stock Unit Account, the Company
  shall issue to the Participant, within three (3) days of the date of
  distribution, shares of Common Stock equal to the number of Stock Units
  credited to the Deferred 





6







	
 

	
 

	
 


	
 

	
 

	
Stock Unit
  Account. Prior to distribution and pursuant to any rules the Committee may
  adopt, a Participant may authorize the Company to withhold a portion of the
  shares of Common Stock to be distributed for the payment of all federal,
  state, local and foreign withholding taxes required to be collected in
  respect of the distribution.








	
 

	
 

	
 


	
 

	
(v)

	
Rabbi Trust.
  The Company has established a Supplemental Benefits Trust with Wells Fargo
  Bank Minnesota, N.A. (f/k/a Norwest Bank Minneapolis, N.A.) as Trustee to
  hold assets of the Company under certain circumstances as a reserve for the
  discharge of the Company’s obligations as to deferred compensation under the
  Plan and certain other plans of deferred compensation of the Company. In the
  event of a “Change in Control” (as defined in Section 11 below), the Company
  shall be obligated to immediately contribute such amounts to the Trust as may
  be necessary to fully fund all cash benefits payable under the Plan. Any
  Participant in the Plan shall have the right to demand and secure specific
  performance of this provision. All assets held in the Trust remain subject
  only to the claims of the Company’s general creditors whose claims against
  the Company are not satisfied because of the Company’s bankruptcy or
  insolvency (as those terms are defined in the Trust Agreement). No
  Participant has any preferred claim on, or beneficial ownership interest in,
  any assets of the Trust before the assets are paid to the Participant and all
  rights created under the Trust, as under the Plan, are unsecured contractual
  claims of the Participant against the Company.


	
 

	
 

	
 


	
 

	
(vi)

	
Common Stock
  Distribution. In the event of a Change of Control,
  shares of Common Stock and cash attributable to Stock Units and dividend
  equivalents credited to each Participant’s Deferred Stock Unit Account shall
  be immediately distributed to the Participant.


	
 

	
 

	
 


	
 

	
(vii)

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


	
 

	
 

	
 


	
5.

	
DEFERRED
  CASH ACCOUNTS AND INVESTMENT RETURNS ON AMOUNTS IN DEFERRED ACCOUNTS


	
 

	
 


	
 

	
A deferred
  cash incentive compensation account (“Deferred Cash Account”) will be
  established on behalf of each Participant electing to defer cash incentive compensation
  under Section 4(i) above, and the amount of deferred cash incentive
  compensation will be credited to each Participant’s Deferred Cash Account as
  of the first of the month coincident with or next following the month in
  which the deferral becomes effective. Each Participant’s Deferred Cash
  Account will be credited monthly with a “rate of return” on the total
  deferred cash incentive amount accruing as of the first of the month
  coincident with or next following the date deferred cash incentive compensation
  is credited to the Participant’s 





7







	
 

	
 


	
 

	
Deferred Cash Account. Such “rate of return” shall be based upon the actual investment performance as of
the last business day of the prior month 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. Each Participant shall receive a periodic statement of the balance of his or
her Deferred Cash Account.







	
 

	
 


	
6.

	
COMPANY CONTRIBUTIONS TO DEFERRED ACCOUNTS


	
 

	
 


	
 

	
With respect to cash incentive compensation, deferred restricted stock or restricted stock units under this Plan
which, in the absence of a deferral hereunder, would have been included as “earnable compensation” under the 401(k)
Savings Plan, additional deferrals shall be credited to Participants as follows, without regard to 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





8







	
 

	
 

	
 


	
 

	
 

	
to the value of the “Base Allocation” (as that term is defined in the 401(k) Savings Plan), which would
have been allocated to the Participant if the Participant had contributed the cash equivalent of such deferred restricted stock or
restricted stock units to the 401(k) Savings Plan in such year.


	
 

	
 

	
 


	
 

	
 

	
Variable Allocation. In addition, as soon as practicable following the end of each fiscal year, each
Participant’s Deferred Stock Unit Account will be credited with Stock Units in an amount equal to the value of the
“Variable Allocation” (as that term is defined in the 401(k) Savings Plan, if any, which would have been allocated to
the Participant if the Participant had contributed the cash equivalent of such restricted stock or restricted stock units to the
401(k) Savings Plan in such year.


	
 

	
 

	
 


	
 

	
(iii)

	
Impact on General Mills International Retirement Plan


	
 

	
 

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


	
 

	
 

	
 


	
7.

	
DEFERRED
  STOCK UNIT ACCOUNTS AND DIVIDEND EQUIVALENTS


	
 

	
 

	
 


	
 

	
(i)

	
A deferred
  stock unit account (“Deferred Stock Unit Account”) will be established for
  each stock option grant covered by a Participant election to defer the
  receipt of Common Stock under Section 4(ii) above and, for each Net Share
  deferred, a Stock Unit (“Stock Unit”) will be credited to the Deferred Stock
  Unit Account as of the date of the stock option exercise. In addition, a
  Deferred Stock Unit Account will be established for each grant of restricted
  stock or restricted stock units covered by a Participant election to defer
  under Section 4(iii) above and, for each share of Common Stock of the Company
  attributable to deferred restricted stock or restricted stock units, a
  deferred Stock Unit will be credited to the Participant’s Deferred Stock Unit
  Account. Participants may make elections, which shall become effective six
  months after they are made, either to receive dividend equivalent cash
  amounts on Stock Units currently or to have the amounts reinvested. If the
  amounts are reinvested, on each dividend payment date for the Company’s
  Common Stock, the Company will credit each Deferred Stock Unit Account with
  an amount equal to the dividends paid by the Company on the number of shares
  of Common Stock equal to the number of Stock Units in the Deferred Stock Unit
  Account. Dividend equivalent amounts credited to each Deferred Stock Unit
  Account shall be used to hypothetically “purchase” additional Stock Units for
  the Deferred Stock Unit Account at a price equal to the mean of the high and
  low price of the Common Stock on the New York Stock Exchange on the dividend
  date. The Minor Amendment Committee may, in its sole discretion, direct
  either that all dividend equivalent amounts be paid currently or all such
  amounts be reinvested if, for any reason, such Committee believes it is in
  the best interest of the Company to do so. If the Participant fails to make
  an election, the dividend equivalent amounts shall be reinvested. Each 





9







	
 

	
 

	
 


	
 

	
 

	
Participant
  will receive a periodic statement of the number of Stock Units in his or her
  Deferred Stock Unit Account(s).


	
 

	
 

	
 


	
 

	
(ii)

	
The Plan governs the deferral of receipt of Common Stock issuable upon the exercise of stock options of the
Company. The stock options are governed by the stock option plan under which they are granted. The Plan also governs the deferral
of restricted stock and restricted stock units issued by the Company. The granting of restricted stock and restricted stock units
are governed by the Company’s various stock plans granting restricted stock, as they may be amended from time to time. No
stock options, restricted stock, restricted stock units, or shares of Common Stock are authorized to be issued under the Plan.
Participants who elect under the Plan to defer the receipt of Common Stock issuable upon the exercise of stock options and
Participants who elect under the Plan to defer shares of Common Stock attributable to restricted stock or the receipt of
restricted stock units will have no rights as stockholders of the Company with respect to allocations made to their Deferred Stock
Unit Account(s) except the right to receive dividend equivalent allocations under Section 7(i) above.


	
 

	
 

	
 


	
 

	
(iii)

	
If a corporate transaction has occurred affecting the Common Stock such that an adjustment to outstanding awards
is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant, then in such
manner as the Committee deems equitable, an appropriate adjustment shall be made to (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.


	
 

	
 

	
 


	
8.

	
FINANCIAL
  HARDSHIP PAYMENTS


	
 

	
 


	
 

	
In the event
  of a severe financial hardship occasioned by an emergency, including, but not
  limited to, illness, disability or personal injury sustained by the Participant
  or a member of the Participant’s immediate family, a Participant may apply to
  receive a distribution, including a distribution of Common Stock related to
  allocations of Stock Units under his or her Deferred Stock Unit Accounts
  earlier than initially elected. Subject to Section 3(i), the Minor Amendment 





10







	
 

	
 


	
 

	
Committee
  may, in its sole discretion, either approve or deny the request. The
  determination made by the Minor Amendment Committee will be final and binding
  on all parties. If the request is granted, the distributions will be
  accelerated only to the extent reasonably necessary to alleviate the
  financial hardship.


	
 

	
 


	
9.

	
DEATH OF A
  PARTICIPANT


	
 

	
 


	
 

	
If the death
  of a Participant occurs before a full distribution of the Participant’s
  Deferred Cash Account(s) or Deferred Stock Unit Account(s) is made, a single
  distribution shall be made to the beneficiary designated by the Participant
  to receive such amounts. This distribution shall be made as soon as practical
  following notification that death has occurred. In the absence of any such
  designation, the distribution shall be made to the personal representative,
  executor or administrator of the Participant’s estate.


	
 

	
 


	
10.

	
IMPACT ON
  OTHER BENEFIT PLANS


	
 

	
 


	
 

	
The Company
  may maintain life, disability, retirement and/or savings plans under which
  benefits earned or payable are related to earnings of a Participant.


	
 

	
 


	
 

	
Life and
  disability plan benefits will generally be based upon the earnings that a
  Participant would have earned in a given calendar year in the absence of any
  deferral hereunder.


	
 

	
 


	
 

	
Retirement
  benefits under a qualified pension plan maintained by the Company or an
  affiliate will be based upon earnings actually paid to a Participant during
  any given Plan year. If a person terminates employment with a right to a
  vested benefit under a qualified plan maintained by the Company or an
  affiliate, and if the actual income for pension purposes was reduced because
  of a cash deferral under this Plan, the Company will provide a supplemental
  pension equal to the difference between the actual benefit payable from the
  pension plan and the benefit that such Participant would have been received
  had income not been deferred. If such a supplemental benefit is due, such
  benefit would be subject to all of the provisions and in accordance with the
  terms and conditions of the Supplemental Retirement Plan of General Mills,
  Inc. This supplemental retirement benefit will not apply to Participants who
  terminate before becoming vested under the qualified pension plan.


	
 

	
 


	
11.

	
NON-ASSIGNABILITY
  OF INTERESTS


	
 

	
 


	
 

	
The
  interests herein and the right to receive distributions under this Plan may
  not be anticipated, alienated, sold, transferred, assigned, pledged,
  encumbered, or subjected to any charge or legal process, and if any attempt
  is made to do so, or a Participant becomes bankrupt, the interests of the
  Participant under the Plan may be terminated by the Minor Amendment
  Committee, which, in its sole discretion, may cause the same to be held or
  applied for the benefit of one or more of the dependents of such Participant
  or make any other disposition of such interests that it deems appropriate.
  Notwithstanding the foregoing, in the event a Participant has received an
  overpayment from the Supplemental Retirement Plan of General Mills, Inc. and
  has failed to repay such amounts upon written demand of the Company, the
  Company shall be authorized and empowered, at the discretion of the Company,
  to deduct such amount from the Participant’s Deferred Cash Account(s).





11







	
 

	
 

	
 


	
12.

	
AMENDMENTS
  TO PLAN


	
 

	
 

	
 


	
 

	
The Company,
  or if specifically delegated, its delegate, reserves the right to suspend,
  amend or otherwise modify or terminate this Plan at any time, without notice.
  However, this Plan may not be suspended, amended, otherwise modified, or
  terminated after a Change in Control without the written consent of a
  majority of Participants determined as of the day before such Change in
  Control occurs. A “Change in Control” means:


	
 

	
 

	
 


	
 

	
(i)

	
The
  acquisition by any individual, entity or group (within the meaning of Section
  13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
  “1934 Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule
  13d-3 promulgated under the 1934 Act) of voting securities of the Company
  where such acquisition causes such Person to own 20% or more of the combined
  voting power of the then outstanding voting securities of the Company
  entitled to vote generally in the election of directors (the “Outstanding
  Company Voting Securities”); provided, however, that for purposes of this
  subsection (a), the following acquisitions shall not be deemed to result in a
  Change in Control: (a) any acquisition directly from the Company, (b) any
  acquisition by the Company, (c) any acquisition by any employee benefit plan
  (or related trust) sponsored or maintained by the Company or any corporation
  controlled by the Company or (d) any acquisition by any corporation pursuant
  to a transaction that complies with clauses (a), (b), and (c) of subsection
  (iii) below; and provided, further, that if any Person’s beneficial ownership
  of the Outstanding Company Voting Securities reaches or exceeds 20% as a
  result of a transaction described in clause (a) or (b) above, and such Person
  subsequently acquires beneficial ownership of additional voting securities of
  the Company, such subsequent acquisition shall be treated as an acquisition
  that causes such Person to own 20% or more of the Outstanding Company Voting
  Securities; or


	
 

	
 

	
 


	
 

	
(ii)

	
Individuals
  who, as of the date hereof, constitute the Board (the “Incumbent Board”)
  cease for any reason to constitute at least a majority of the Board;
  provided, however, that any individual becoming a director subsequent to the
  date hereof whose election, or nomination for election by the Company’s
  shareholders, was approved by a vote of at least a majority of the directors
  then comprising the Incumbent Board shall be considered as though such
  individual were a member of the Incumbent Board, but excluding, for this
  purpose, any such individual whose initial assumption of office occurs as a
  result of an actual or threatened election contest with respect to the
  election or removal of directors or other actual or threatened solicitation
  of proxies or consents by or on behalf of a Person other than the Board; or


	
 

	
 

	
 


	
 

	
(iii)

	
The approval
  by the shareholders of the Company of a reorganization, merger or
  consolidation or sale or other disposition of all or substantially all of the
  assets of the Company (“Business Combination”) or, if consummation of such
  Business Combination is subject, at the time of such approval by
  shareholders, to the consent of any government or governmental agency, the
  obtaining of such consent (either explicitly or implicitly by consummation);
  excluding, however, such a Business Combination pursuant to which (a) all or
  substantially all of the individuals 





12







	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
(iv)

	
Approval by
  the shareholders of the Company of a complete liquidation or dissolution of
  the Company.


	
 

	
 

	
 


	
 

	
Notwithstanding
  any other provision of this Plan to the contrary and except as provided in
  Section 3(i), the Minor Amendment Committee may, in its sole discretion,
  direct that distributions be made before such distributions are otherwise due
  to be made if, for any reason (including, but not limited to a change in the
  tax or revenue laws of any foreign jurisdiction or the United States of
  America, a published ruling or similar announcement issued by the Internal
  Revenue Service, a regulation issued by the Secretary of the Treasury or his
  delegate, or a decision by a foreign or United States court of competent
  jurisdiction involving a Participant or beneficiary), such Committee believes
  that Participants or their beneficiaries have recognized or will recognize
  income for federal income tax purposes with respect to distributions that are
  or will be distributed to such Participants under the Plan before such
  distributions are scheduled to be paid. In making this determination, the
  Minor Amendment Committee shall take into account the hardship that would be
  imposed on Participants or their beneficiaries by the payment of federal
  income taxes under such circumstances.


	
 

	
 

	
 


	
13.

	
CONTROLLING
  LAW


	
 

	
 


	
 

	
Except to
  the extent superseded by the laws of the United States, the laws of Minnesota
  shall be controlling in all matters relating to the Plan.


	
 

	
 


	
14.

	
EFFECTIVE
  DATE AND PLAN YEAR


	
 

	
 

	
 


	
 

	
This Plan became effective as of May 1, 1984. It shall operate on a calendar year basis thereafter. The Plan was
amended and restated effective as of January 1, 1986; and amended as of February 9, 1987; July 1, 1987; June 21, 1990;
April 29, 1991; May 1, 1991; November 15, 1991; December 15, 1992, December 1, 1994, January 1, 1995,
June 3, 1996, November 7, 1996, March 31, 1998 and December 1, 1999. The Plan has been amended and restated effective as of
January 1, 2001, and as of April 1, 2002; and amended as of January 27, 2003 and January 1, 2007.





13