EXHIBIT 10.22














                               GENERAL MILLS, INC.


                        1998 SENIOR MANAGEMENT STOCK PLAN
















                July 1, 2000 and As Amended Through May 17, 2002


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                               GENERAL MILLS, INC.

                        1998 SENIOR MANAGEMENT STOCK PLAN

1.       PURPOSE OF THE PLAN

         The purpose of the General Mills, Inc. 1998 Senior Management Stock
         Plan (the "Plan") is to attract and retain able employees by rewarding
         employees of General Mills, Inc., its subsidiaries and affiliates
         (defined as entities in which General Mills, Inc. has a significant
         equity or other interest) (collectively, the "Company") who are
         responsible for the growth and sound development of the business of the
         Company, and to align the interests of employees with those of the
         stockholders of the Company.

2.       EFFECTIVE DATE AND DURATION OF PLAN

         This Plan shall become effective as of September 28, 1998, subject to
         the approval of the stockholders of the Company at the Annual Meeting
         on September 28, 1998. Awards may be made under the Plan until October
         1, 2005.

3.       ELIGIBLE PERSONS

         Only persons who are employees of the Company shall be eligible to
         receive grants of Stock Options (defined below) under the Plan. The
         Compensation Committee of the Company's Board of Directors (the
         "Committee") shall administer the Plan, in accordance with Section 12,
         and shall exercise the power to determine and designate, from time to
         time, from among the employees, those who will be granted Stock Options
         under the Plan and become "Participants" in the Plan.

4.       AWARD TYPE

         Under this Plan, the Committee may award Participants options ("Stock
         Options") to purchase common stock of the Company ($.10 par value)
         ("Common Stock"). The grant of a Stock Option entitles the Participant
         to purchase shares of Common Stock at an "Exercise Price" established
         by the Committee. The Exercise Price for each share of Common Stock
         issuable under a Stock Option shall not be less than 100% of the Fair
         Market Value of the Common Stock on the date of grant. "Fair Market
         Value" shall equal the mean of the high and low price of the Common
         Stock on the New York Stock Exchange on the date of grant.

5.       STOCK OPTION TERM AND TYPE

         Stock Options granted under the Plan may be either Non-Qualified Stock
         Options governed by Section 83 of the Internal Revenue Code of 1986, as
         amended (the "Code") or Incentive Stock Options described in Section
         422(b) of the Code. The term of any Stock Option granted under the Plan
         shall be determined by the Committee, provided that the term of a
         Non-Qualified


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         Stock Option shall not exceed 10 years and one month and the term of an
         Incentive Stock Option shall not exceed 10 years. The maximum number of
         shares that may be issued by Incentive Stock Options granted under the
         Plan is 15,000,000.

6.       COMMON STOCK SUBJECT TO THE PLAN

         a)       Maximum Shares Available for Delivery. Subject to Section
                  6(c), the maximum number of shares of Common Stock available
                  for issuance to Participants under the Plan shall be equal to
                  the sum of:

                  (i)      12,600,000;

                  (ii)     2,400,000, being the number of shares of Common Stock
                           still available for grants under the Company's 1993
                           Stock Option and Long-Term Incentive Plan as of the
                           effective date of this Plan; and

                  (iii)    any shares of Common Stock subject to Stock Options
                           granted under any prior stockholder - approved plan
                           of the Company adopted prior to the effective date of
                           this Plan which are forfeited, expire or are
                           cancelled without the delivery of Common Stock.

                  In addition, any Common Stock covered by a Stock Option
                  granted under the Plan, which is forfeited, cancelled or
                  expires in whole or in part shall be deemed not to be
                  delivered for purposes of determining the maximum number of
                  shares of Common Stock available for grants under the Plan.

                  Further, if any Stock Option is exercised by tendering Common
                  Stock, either actually or by attestation, to the Company as
                  full or partial payment in connection with the exercise of the
                  Stock Option under the Plan, only the number of shares of
                  Common Stock issued net of the Common Stock tendered shall be
                  deemed delivered for purposes of determining the maximum
                  number of shares available for grants under the Plan.

         b)       Other Share Limits. The number of shares of Common Stock
                  subject to Stock Options granted under the Plan to any one
                  Participant shall not exceed 5,000,000.

         c)       Adjustments for Corporate Transactions. The Committee may
                  determine that a corporate transaction has occurred affecting
                  the Common Stock such that an adjustment or adjustments to
                  outstanding Stock Options is required to preserve (or prevent
                  enlargement of) the benefits or potential benefits intended at
                  the time of grant. 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 transaction. In the
                  event of such a corporate transaction, the Committee may, in
                  such manner as the Committee deems equitable, adjust (i) the
                  number and kind of shares which may be awarded under the Plan;
                  (ii) the number and kind of shares subject to


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                  outstanding Stock Options; and (iii) the exercise price of
                  outstanding Stock Options.

         d)       Limits on Distribution. Distribution of shares of Common Stock
                  or other amounts under the Plan shall be subject to the
                  following:

                  (i)      Notwithstanding any other provision of the Plan, the
                           Company shall have no liability to deliver any shares
                           of Common Stock under the Plan or make any other
                           distribution of benefits under the Plan unless such
                           delivery or distribution would comply with all
                           applicable laws (including, without limitation, the
                           requirements of the Securities Act of 1933), and the
                           applicable requirements of any securities exchange or
                           similar entity.

                  (ii)     To the extent that the Plan provides for issuance of
                           stock certificates to reflect the issuance of shares
                           of Common Stock, the issuance may be effected on a
                           non-certificated basis, to the extent not prohibited
                           by applicable law or the applicable rules of any
                           stock exchange.

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

7.       EXERCISE OF STOCK OPTIONS

         a)       Exercise. Except as provided in Sections 10 and 11 (Change of
                  Control and Termination of Employment), each Stock Option may
                  be exercised only in accordance with the terms and conditions
                  of the Stock Option grant and during the periods as may be
                  established by the Committee, and only after three years of
                  the Participant's continued employment with the Company
                  following the date of the Stock Option grant.

                  A Participant exercising a Stock Option shall give notice to
                  the Company of such exercise and of the number of shares
                  elected to be purchased prior to 4:30 P.M. CST/CDT on the day
                  of exercise, which must be a business day at the executive
                  offices of the Company.

         b)       Payment. The Exercise Price shall be paid to the Company at
                  the time of such exercise, subject to any applicable rule or
                  regulation adopted by the Committee:

                  (i)      in cash (including check, draft, money order or wire
                           transfer made payable to the order of the Company);

                  (ii)     through the tender of shares of Common Stock owned by
                           the Participant (by either actual delivery or
                           attestation); or

                  (iii)    by a combination of (i) and (ii) above.


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                  For determining the amount of the payment, Common Stock
                  delivered pursuant to (ii) or (iii) shall have a value equal
                  to the Fair Market Value of the Common Stock on the date of
                  exercise.

         c)       Deferrals. The Committee may permit or require Participants to
                  defer receipt of any Common Stock issuable upon exercise of a
                  Stock Option, subject to such rules and procedures as it may
                  establish, which may include provisions for the payment or
                  crediting of interest, or dividend equivalents, including
                  converting such credits into deferred Common Stock
                  equivalents.

8.       TRANSFERABILITY OF STOCK OPTIONS

         Except as otherwise provided by rules of the Committee, no Stock
         Options shall be transferable by a Participant otherwise than (i) by
         the Participant's last will and testament or (ii) by the applicable
         laws of descent and distribution, and such Stock Options shall be
         exercised during the Participant's lifetime only by the Participant or
         his or her guardian or legal representative.

9.       TAXES

         Whenever the Company issues Common Stock under the Plan, the Company
         may require the recipient to remit to the Company an amount sufficient
         to satisfy any Federal, state or local tax withholding requirements
         prior to the delivery of such Common Stock, or, in the discretion of
         the Committee, upon the election of the Participant, the Company may
         withhold from the shares to be delivered shares sufficient to satisfy
         all or a portion of such tax withholding requirements.

10.      CHANGE OF CONTROL

         Each outstanding Stock Option shall become immediately and fully
         exercisable for a period of one (1) year following the date of the
         following occurrences, each constituting a "Change of Control":

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


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                  ownership of the Outstanding Voting Securities reaches or
                  exceeds 20% as a result of a transaction described in clause
                  (i) or (ii) above, and such Person subsequently acquires
                  beneficial ownership of additional voting securities of the
                  Company, such subsequent acquisition shall be treated as an
                  acquisition that causes such Person to own 20% or more of the
                  Outstanding Voting Securities; or

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

         c)       The approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company ("Business Combination") or, if consummation of such
                  Business Combination is subject, at the time of such approval
                  by stockholders, to the consent of any government or
                  governmental agency, the obtaining of such consent (either
                  explicitly or implicitly by consummation); excluding, however,
                  such a Business Combination pursuant to which (i) all or
                  substantially all of the individuals and entities who were the
                  beneficial owners of the Outstanding Voting Securities
                  immediately prior to such Business Combination beneficially
                  own, directly or indirectly, more than 60% of, respectively,
                  the then outstanding shares of common stock and the combined
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors, as
                  the case may be, of the corporation resulting from such
                  Business Combination (including, without limitation, a
                  corporation that as a result of such transaction owns the
                  Company or all or substantially all of the Company's assets
                  either directly or through one or more subsidiaries) in
                  substantially the same proportions as their ownership,
                  immediately prior to such Business Combination of the
                  Outstanding Voting Securities, (ii) no Person (excluding any
                  employee benefit plan (or related trust) of the Company or
                  such corporation resulting from such Business Combination)
                  beneficially owns, directly or indirectly, 20% or more of,
                  respectively, the then outstanding shares of common stock of
                  the corporation resulting from such Business Combination or
                  the combined voting power of the then outstanding voting
                  securities of such corporation except to the extent that such
                  ownership existed prior to the Business Combination and (iii)
                  at least a majority of the members of the board of directors
                  of the corporation resulting from such Business Combination
                  were members of the Incumbent Board at the time of the
                  execution of the initial agreement, or of the action of the
                  Board, providing for such Business Combination; or

         d)       approval by the stockholders of the Company of a complete
                  liquidation or dissolution of the Company.


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              After such one (1) year period the normal Stock Option exercise
              provisions of the Plan shall govern. Notwithstanding any other
              provision of the Plan, but subject to Section 5, in the event a
              Participant's employment with the Company is terminated within two
              (2) years of any of the events specified in (a), (b), (c) or (d),
              all outstanding Stock Options of such Participant at that date of
              termination shall be exercisable for a period of six (6) months
              beginning on the date of termination.

              With respect to Stock Option grants outstanding as of the date of
              any such Change of Control which require the deposit of owned
              Common Stock as a condition to obtaining rights, the deposit
              requirement shall be terminated as of the date of the Change of
              Control and any such deposited stock shall be promptly returned to
              the Participant.

11.      TERMINATION OF EMPLOYMENT

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

                  (i)      the voluntary resignation of the Participant, or

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

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

         b)       Other Termination. If the Participant's employment by the
                  Company terminates for any reason other than specified in
                  Sections 10, 11 (a), (c), (d) or (e), the following rules
                  shall apply:

                  (i)      In the event that, at the time of such termination,
                           the sum of the Participant's age and service with the
                           Company equals or exceeds 70, the Participant's
                           outstanding Stock Options shall continue to become
                           exercisable in accordance with the scheduled
                           established at the time of grant. Stock Options shall
                           remain exercisable for the remaining full term of
                           such Stock Options.

                  (ii)     In the event that, at the time of such termination,
                           the sum of Participant's age and service with the
                           Company is less than 70, Participant's outstanding
                           unexercisable Stock Options shall become exercisable
                           as of the date of termination, in a pro-rata amount
                           based on the full months of employment completed
                           during the full vesting period from the date of grant
                           to the date of termination with such newly-vested
                           Stock Options and Stock Options exercisable on the
                           date of termination remaining exercisable for the
                           lesser of one year from the date of termination and
                           the original full term of the Stock Option. All other
                           Stock Options shall be forfeited as of the date of


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                           termination. Provided, however, that if the
                           Participant is an executive officer of the Company,
                           the Participant's outstanding Stock Options which, as
                           of the date of termination are not yet exercisable,
                           shall become exercisable effective as of the date of
                           such termination and, with all outstanding Stock
                           Options already exercisable on the date of
                           termination, shall remain exercisable for the lesser
                           of one year following the date of termination and the
                           original full term of the Stock Option.

         c)       Death. If a Participant dies while employed by the Company,
                  any Stock Option previously granted under this Plan may be
                  exercised by the person designated in such Participant's last
                  will and testament or, in the absence of such designation, by
                  the Participant's estate, to the full extent that such Stock
                  Option could have been exercised by such Participant
                  immediately prior to death. Any outstanding Stock Options
                  granted on or after June 1, 2002, which, as of the date of
                  death, are not yet exercisable, shall fully vest and become
                  exercisable upon a Participant's death. Any outstanding Stock
                  Option granted prior to June 1, 2002 shall vest and become
                  exercisable in a pro-rata amount, based on the full months of
                  employment completed during the full vesting period of the
                  Stock Option from the date of grant to the date of death.

                  With respect to Stock Options which require the deposit of
                  owned Common Stock as a condition to obtaining exercise
                  rights, in the event a Participant dies while employed by the
                  Company, such Stock Options may be exercised as provided in
                  the first paragraph of this Section 11(c) and any owned Common
                  Stock deposited by the Participant pursuant to such grant
                  shall be promptly returned to the person designated in such
                  Participant's last will and testament or, in the absence of
                  such designation, to the Participant's estate, and all
                  requirements regarding deposit by the Participant shall be
                  terminated.

         d)       Retirement. The Committee shall determine, at the time of
                  grant, the treatment of the Stock Option upon the retirement
                  of the Participant. Unless other terms are specified in the
                  original Stock Option grant, if the termination of employment
                  is due to a Participant's retirement on or after age 55, the
                  Participant may exercise a Stock Option, subject to the
                  original terms and conditions of the Stock Option.

         e)       Spin-offs. If the termination of employment is due to the
                  cessation, transfer, or spin-off of a complete line of
                  business of the Company, the Committee, in its sole
                  discretion, shall determine the treatment of all outstanding
                  Stock Options under the Plan.

12.      ADMINISTRATION OF THE PLAN

         a)       Administration. The authority to control and manage the
                  operations and administration of the Plan shall be vested in
                  Committee in accordance with this Section 12.

         b)       Selection of Committee. The Committee shall be selected by the
                  Board, and shall consist of two or more members of the Board.


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         c)       Powers of Committee. The authority to manage and control the
                  operations and administration of the Plan shall be vested in
                  the Committee, subject to the following:

                  (i)      Subject to the provisions of the Plan, the Committee
                           will have the authority and discretion to select from
                           among the eligible Company employees those persons
                           who shall receive Stock Options, to determine the
                           time or times of receipt, to determine the types of
                           grants (including status as Non-Qualified or
                           Incentive Stock Options) and the number of shares
                           covered by the grants, to establish the terms,
                           conditions, performance criteria, restrictions, and
                           other provisions of such grants, and (subject to the
                           restrictions imposed by Section 13) to cancel or
                           suspend grants. In making such determinations, the
                           Committee may take into account the nature of
                           services rendered by the individual, the individual's
                           present and potential contribution to the Company's
                           success and such other factors as the Committee deems
                           relevant.

                  (ii)     The Committee will have the authority and discretion
                           to establish terms and conditions of awards as the
                           Committee determines to be necessary or appropriate
                           to conform to applicable requirements or practices of
                           jurisdictions outside of the United States.

                  (iii)    The Committee will have the authority and discretion
                           to interpret the Plan, to establish, amend, and
                           rescind any rules and regulations relating to the
                           Plan, to determine the terms and provisions of any
                           agreements made pursuant to the Plan, and to make all
                           other determinations that may be necessary or
                           advisable for the administration of the Plan.

                  (iv)     Any interpretation of the Plan by the Committee and
                           any decision made by it under the Plan is final and
                           binding.

         d)       Delegation by Committee. Except to the extent prohibited by
                  applicable law or the applicable rules of a stock exchange,
                  the Committee may allocate all or any portion of its
                  responsibilities and powers to any one or more of its members
                  and may delegate all or any part of its responsibilities and
                  powers to any person or persons selected by it. Any such
                  allocation or delegation may be revoked by the Committee at
                  any time.

13.      AMENDMENTS OF THE PLAN

         The Committee may from time to time prescribe, amend and rescind rules
         and regulations relating to the Plan. Subject to the approval of the
         Board of Directors, where required, the Committee may at any time
         terminate, amend, or suspend the operation of the Plan, provided that
         no action shall be taken by the Board of Directors or the Committee
         without the approval of the stockholders of the Company which would:

         (i)      materially increase the number of shares which may be issued
                  under the Plan;

         (ii)     permit granting of Stock Options at less than Fair Market
                  Value;


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         (iii)    except as provided in Section 6, permit the repricing of
                  outstanding Stock Options; and

         (iv)     amend the maximum shares set forth in Section 6(b) which may
                  be annually granted as Stock Options to any single
                  Participant.

         No termination, modification, suspension, or amendment of the Plan
         shall alter or impair the rights of any Participant pursuant to an
         outstanding Stock Option without the consent of the Participant. There
         is no obligation for uniformity of treatment of Participants under the
         Plan.

14.      FOREIGN JURISDICTIONS

         The Committee may adopt, amend, and terminate such arrangements, not
         inconsistent with the intent of the Plan, as it may deem necessary or
         desirable to make available tax or other benefits of the laws of any
         foreign jurisdiction, to employees of the Company who are subject to
         such laws and who receive Stock Options under the Plan.


15.      NOTICE

         All notices to the Company regarding the Plan shall be in writing,
         effective as of actual receipt by the Company, and shall be sent to:

                  General Mills, Inc.
                  Number One General Mills Boulevard
                  Minneapolis, Minnesota  55426
                  Attention:  Corporate Compensation



Effective September 28, 1998.
As Amended December 13, 1999.
As Amended July 1, 2000.
As Amended May 17, 2002







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