EXHIBIT 10.12













                               GENERAL MILLS, INC.

                           DEFERRED COMPENSATION PLAN


















                As Amended and Restated Effective April 1, 2002,
                          and Amended January 27, 2003


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                               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


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         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;


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                           (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.


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                  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


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                  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


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                           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 mean of the high and low
                           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


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                           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


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         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


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                  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


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                  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)    In the event that the Compensation Committee determines that
                  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
                  transaction or event affects the Common Stock such that an
                  adjustment to the Participants' allocations to their Deferred
                  Stock Unit Account(s) is appropriate to prevent reduction or
                  enlargement of the benefits or potential benefits intended to
                  be made available under the Plan, then the Compensation
                  Committee may, in its sole discretion and in such manner as it
                  may deem equitable, adjust the Stock Units allocated to
                  Participants' Deferred Stock Unit Account(s).

8.       FINANCIAL HARDSHIP PAYMENTS

         In the event of a severe financial hardship occasioned by an emergency,
         including, but not limited to, illness, disability or personal injury
         sustained by the Participant or a member of the Participant's immediate
         family, a Participant may apply to receive a distribution, including a
         distribution of Common Stock related to allocations of Stock Units
         under his or her Deferred Stock Unit Accounts earlier than initially
         elected. Subject to Section 3(i), the Minor Amendment Committee may, in
         its sole discretion, either approve or deny the request. The
         determination made by the Minor Amendment Committee will be final and
         binding on all parties. If the request is granted, the distributions
         will be accelerated only to the extent reasonably necessary to
         alleviate the financial hardship.

9.       DEATH OF A PARTICIPANT

         If the death of a Participant occurs before a full distribution of the
         Participant's Deferred Cash Account(s) or Deferred Stock Unit
         Account(s) is made, a single distribution shall be made to the
         beneficiary designated by the Participant to


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<PAGE>


         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).

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:


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<PAGE>


         (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 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


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<PAGE>


                  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.




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