Exhibit 10.3 to General Mills, Inc. Form 10-K dated May 29, 2005







Exhibit 10.3  









AMENDED AND RESTATED 



GENERAL MILLS, INC. 



EXECUTIVE INCENTIVE PLAN 













As Amended Through June 27, 2005 






















AMENDED AND RESTATED 



GENERAL MILLS, INC. 



EXECUTIVE INCENTIVE PLAN 



	1. 	  	PURPOSE OF THE PLAN  






	  	The purpose of the General Mills, Inc., Executive Incentive Plan
(the “Plan”) is to provide financial rewards to key executives of General Mills, Inc. (“General Mills”), its
subsidiaries and affiliates (defined as entities in which General Mills, Inc., has a significant equity or other interest)
(collectively with General Mills, the “Company”) in recognition of their contributions to the success of the Company,
and to align the interests of such executives with the interests of the stockholders of the Company. 






	2.  	  	EFFECTIVE DATE AND DURATION OF PLAN  






	  	This Plan, as amended and restated herein, shall become effective
as of September 25, 2000, subject to the approval of the stockholders of General Mills at the Annual Meeting of Stockholders on
that date. This Plan is a successor to and replaces the Executive Incentive Plan, amended and approved by stockholders on
September 30, 1996. Definitions used in the Plan can be found in Section 16. Awards may be made under the Plan until September 25,
2010. 






	3. 	  	ELIGIBLE PERSONS  






	  	All officers of the Company shall be “Participants”
eligible to receive Awards under the Plan. 






	4. 	  	AWARD TYPE  






	  	Under this Plan, the Committee may award Participants Cash Bonuses
and the right to receive shares of Common Stock subject to certain restrictions (“Restricted Stock” or “Restricted
Stock Units”). Cash bonuses, Restricted Stock and Restricted Stock Units are sometimes referred to as “Awards.”







	5.  	  	AWARDS OF CASH BONUSES, RESTRICTED STOCK AND RESTRICTED STOCK UNITS 






	  	(a)  	  	Performance Goal.   In order for any
Participant to receive an Award for a Performance Period, the Net Earnings of the Company must be greater than zero. 






	  	(b)  	  	Grants.   At the end of the Performance
Period, if the Committee certifies that the requirement of Section 5(a) has been met, each Participant shall be deemed to have
earned Awards equal in value to the Maximum Amount, or such lesser amount as 




















	  		  	the Committee
shall determine in its discretion to be appropriate. Such Awards shall consist of Cash
Bonuses, Restricted Stock or Restricted Stock Units, or a combination thereof, as
determined by the Committee, subject to the limitation that Restricted Stock and
Restricted Stock Units may not constitute more than 50 percent of each Participant’s
Award. The Committee, in its discretion, may require, as a condition to the grant of
Restricted Stock or Restricted Stock Units, the purchase and deposit of Common Stock
owned by the Participant receiving such grant and the forfeiture of such grant if such
deposit is not made or maintained during a required holding period. Such shares of
deposited Common Stock may not be otherwise sold or disposed of during the applicable
holding period. For purpose of computing the value of Awards, each Restricted Stock or
Restricted Stock Unit shall be deemed to have a value equivalent to the Fair Market Value
of one share of Common Stock on the Grant Date.  






	  	(c)  	  	Delivery of Awards.   As soon as practicable
following the end of the Performance Period, the Company shall cause Common Stock to be issued on an unrestricted basis in respect
of Restricted Stock and all Restricted Stock Units earned by a Participant and shall pay each Participant all Cash Bonuses earned
by the Participant, except to the extent the Participant elects to defer receipt of such Restricted Stock, Restricted Stock Units
or Cash Bonuses pursuant to the General Mills, Inc., Deferred Compensation Plan. 






	  	(d)  	  	Maximum Amount.   Notwithstanding any
other provision of this Plan, in no event shall the total Awards value earned by any Participant for any one Performance Period
exceed 0.5 percent of the Company’s Net Earnings for that Performance Period (such amount, the “Maximum Amount”).







	  	(e)  	  	Profit Sharing Resolution.   All awards
under this Plan shall be subject to General Mills’ 1933 Shareholder Resolution on Profit Sharing, as amended. 






	6.  	  	RESTRICTED STOCK AND RESTRICTED STOCK UNITS 






	  	(a)  	  	Vesting.   Subject to the provisions
of Sections 10 and 11, the Vesting Date for Restricted Stock and Restricted Stock Units shall be a date set forth in the
applicable Grant Agreement but which may not be earlier than 180 days after the applicable Grant Date. The period between the
applicable Grant Date and the Vesting Date is referred to as the “Restricted Period.” 






	  	(b)  	  	Common Stock Issuance.   As soon as
reasonably practicable after the Vesting Date for a Grant, General Mills shall issue to the Participant a number of shares of
Common Stock equal to the number of shares of Restricted Stock or Restricted Stock Units that vested on such Vesting Date, except
to the extent the Participant has elected to defer receipt of the Common Stock pursuant to the General Mills, Inc., Deferred
Compensation Plan. 










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	  	(c)  	  	Dividends and Cash Dividend
Equivalents.   Subject to the restrictions set forth in Section 5(b), each Participant who receives Restricted
Stock shall have all rights as a Stockholder with respect to such shares, including the right to vote the shares and receive
dividends and other distributions. A Participant who is credited with Restricted Stock Units shall have no rights as a stockholder
with respect to such Restricted Stock Units until such time as share certificates for Common Stock are issued to the Participant.
During the Restricted Period, however, the Company shall pay to the Participant, on a quarterly basis, an amount (the “Cash
Dividend Equivalent”) equal to the sum of all cash dividends declared by General Mills with record dates during the prior
quarter with respect to that number of shares of Common Stock equivalent to the number of Restricted Stock Units credited to the
Participant’s Restricted Stock Units Account as of the applicable record date. 






	  	(d)  	  	Grant Agreement.   Each Grant shall be
confirmed by, and be subject to, the terms of an applicable Grant Agreement. 






	7.  	  	COMMON STOCK 






	  	(a)  	  	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 shares of Restricted Stock or Restricted Stock Units 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 noncash dividend or other noncash distribution (whether in the form of
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 any other similar corporate transaction. In the event of such a corporate transaction, the Committee may, in such
manner as it deems equitable, adjust the number and kinds of shares represented by outstanding Restricted Stock and Restricted
Stock Units. 






	  	(b)  	  	 Limits on
Distribution.   Notwithstanding any other provision of the Plan, the Company shall have no obligation to
deliver any shares of Common Stock under the Plan unless all of the following conditions have been fulfilled: 






	  	  	(i)  	  	Listing or approval for listing upon notice of issuance, of such
shares on the New York Stock Exchange; or such other securities exchange as may at the time be the principal market for the Common
Stock, if applicable; 






	  	  	(ii)  	  	Any registration or other qualification of such shares of General
Mills under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification
that the Committee shall, in its 











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	  	  	  	  	absolute discretion
upon the advice of counsel, deem necessary or advisable; and  






	  	  	(iii)  	  	Obtaining
any other consent, approval or permit from any state, federal or foreign governmental
agency which the Committee shall, in its absolute discretion after receiving the advice
of counsel, determine to be necessary or advisable.  






	  	(c)  	  	Noncertificated
Issuance of Shares.   To the extent that the Plan provides for
issuance of stock certificates to reflect the issuance of shares of Common Stock or
Restricted Stock, the issuance may be effected on a noncertificated basis, to the extent
not prohibited by applicable law or the applicable rules of any stock exchange.  






	8.  	  	TRANSFERABILITY OF GRANTS 






	  	Except as otherwise provided by rules of the Committee, shares of
Restricted Stock, Restricted Stock Units and other rights of Participants under this Plan shall not be transferable by a
Participant otherwise than by (i)  the Participant’s last will and testament or (ii) by the applicable laws of
descent and distribution. 






	9. 	  	TAXES 






	  	Whenever General Mills 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 cash payments and shares to be delivered cash and shares, respectively,
sufficient to satisfy all or a portion of such tax-withholding requirements. 






	10.  	  	CHANGE OF CONTROL  






	  	(a)  	  	Upon a Change of Control: 






	  	  	(i)  	  	All shares of Restricted Stock and Restricted Stock Units shall
immediately vest and Common Stock free of restrictions shall be distributed to Participants, effective as of the date of the
Change of Control, and 






	  	  	(ii)  	  	The Committee may make such additional adjustments and/or
settlements of outstanding Grants for the Performance Period within which the Change of Control occurs as it deems appropriate and
consistent with the Plan’s purposes. 









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	  	(b)  	  	“Change of Control” means the occurrence of any of the
following events: 






	  	  	(i)  	  	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 General Mills where such acquisition causes such Person to own
20 percent or more of the combined voting power of the then outstanding voting securities of General Mills entitled to vote
generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of
this subsection (i), the following acquisitions shall not be deemed to result in a Change of Control: (w) any acquisition
directly from General Mills, (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by General Mills or any corporation controlled by General Mills or (z) any acquisition
by any corporation pursuant to a transaction that complies with clauses (x), (y) and (z) of subsection (iii) below; and provided,
further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20 percent as a
result of a transaction described in clause (w) or (x) above, and such Person subsequently acquires beneficial ownership of
additional voting securities of General Mills, such subsequent acquisition shall be treated as an acquisition that causes such
Person to own 20 percent or more of the Outstanding 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 shareholders of
General Mills, 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 General Mills of a
reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of General Mills
(“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 (x) all or substantially all
of the individuals and entities who were the beneficial owners of the Outstanding 









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	  	Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60 percent 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 General Mills or all or substantially all of the assets of General Mills 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, (y) no Person (excluding any employee benefit plan, or related trust, of
General Mills or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent
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 (z) 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 stockholders of General Mills of a complete
liquidation or dissolution of General Mills. 






	11.  	  	TERMINATION OF EMPLOYMENT 






	  	The following rules regarding the effect of a Participant’s
termination of employment on his or her Restricted Stock or Restricted Stock Units shall apply unless otherwise determined by the
Committee. 






	  	(a)  	  	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, 






	  	the Participant’s shares of Restricted Stock or Restricted
Stock Units, which are unvested on the date of termination, shall be forfeited. 






	  	(b)  	  	If the Participant’s employment by the Company is terminated
for any reason other than specified in Section 11(a), (c), (d) or (e), the following rules shall apply: 










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	  	  	(i)  	  	In the event that, at the time of such termination, the sum of
Participant’s age and service with the Company equals or exceeds 70, the Participant’s Restricted Stock and Restricted
Stock Units shall continue to vest according to the schedule established at the time of grant, unless otherwise provided in the
Grant Agreement. 






	  	               In
the event that, at the time of termination, the sum of Participant’s age and service with the Company is less than 70,
Restricted Stock and Restricted Stock Units shall vest in a pro-rata amount based on full months of employment completed during
the Restricted Period from the date of grant to termination, and the Participant’s remaining Restricted Stock and Restricted
Stock Units shall be forfeited; except if the Participant is an executive officer of the Company, all Restricted Stock and
Restricted Stock Units shall fully vest as of the date of termination. 






	  	(c)  	  	Death.   A Participant who dies during the
Restricted Period for any Restricted Stock or Restricted Stock Units granted on or after June 1, 2002 shall fully vest in such
shares of Restricted Stock or Restricted Stock Units, effective as of the date of death. A Participant who dies during the
Restricted Period, for any Restricted Stock or Restricted Stock Units granted prior to June 1, 2002, shall vest in a
proportionate number of such shares of Restricted Stock or Restricted Stock Units, effective as of the date of death. Such
proportionate vesting shall be pro-rata, based on the number of full months of employment completed during the Restricted Period
prior to the date of death, as a percentage of the applicable Restricted Period. 






	  	(d)  	  	 Retirement.   The Committee shall
determine, at the time of a Grant, the treatment of the Restricted Stock or Restricted Stock Units upon the retirement of the
Participant during the Restricted Period. Unless other terms are specified in the original Grant or the Grant Agreement, if the
termination of employment is due to a Participant’s retirement on or after age 55, the Participant shall fully vest in all
Restricted Stock or Restricted Stock Units effective as of the date of retirement. 






	  	(e)  	  	 Spin-offs.   If the termination of
employment during the Restricted Period for any Restricted Stock or Restricted Stock Units 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
such Restricted Stock and Restricted Stock Units. 






	12.  	  	ADMINISTRATION OF THE PLAN 






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






	  	  	(i)  	  	Subject to the provisions of the Plan, the Committee shall have
the authority and discretion to select from among the eligible Company












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	  	employees those persons who shall receive Awards, to determine the
time or times of receipt, to determine the types of Awards and the Target Amounts covered by the grants, to establish the terms,
conditions, 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 shall 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 the United States. 






	  	  	(iii)  	  	The Committee shall 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 shall be final and binding. 






	  	(b)  	  	Delegation by Committee.   Except to the
extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may delegate 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, 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 or the Committee
without the approval of the stockholders of General Mills which would amend the Maximum Amount, set forth in Section 5(d), that
may be granted to any single Participant. No termination, modification, suspension or amendment of the Plan shall alter or impair
the rights of any Participant pursuant to an outstanding Grant without the consent of the Participant. There is no obligation for
uniformity of treatment of Participants under the Plan. 










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	14. 	  	FOREIGN JURISDICTIONS 






	  	It is intended that in lieu of awarding Restricted Stock, the
Committee may grant Restricted Stock Units to employees of the Company who are subject to the laws of foreign jurisdictions and
entitled to receive Awards under the Plan. In addition, the Committee may adopt, amend and terminate 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 Grants 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 






	16. 	  	DEFINITIONS  






	  	For purposes of this Plan, the following terms shall have the
meanings set forth below. 






	  	“1934 Act” means the Securities Exchange Act of
1934. 






	  	“Award” is defined in Section 4. 






	  	“Board” means the Board of Directors of General Mills. 






	  	“Business Combination” is defined in Section 10(b)(iii). 






	  	“Cash Dividend Equivalent” is defined in Section 6(c). 






	  	“Change of Control” is defined in Section 10(b).







	  	“Committee” means the Compensation Committee of
the Board, or such other committee as the Board may from time to time select, provided that the Committee must at all times be
composed of two or more members of the Board, each of whom qualifies as an “outside director”within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as amended. 






	  	“Cash Bonuses” means cash payments to
Participants under this Plan. 






	  	“Common Stock” means the common stock, par value
$0.10 per share, of General Mills. 






	  	“Company” is defined in Section 1. 












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	  	“Fair Market Value” of a share of Common Stock as
of any given date means, except as otherwise determined by the Committee, the mean of the highest and lowest reported sales prices
during regular trading hours on that date (or, if there are no such reported sales on that date, on the last date prior to such
date on which there were such sales) of the Common Stock on the New York Stock Exchange. 






	  	“General Mills” is defined in Section 1. 






	  	“Grant” means a grant to an eligible employee of
the opportunity to earn Awards under this Plan for any Performance Period pursuant to Section 5(b), including the awarding of
Restricted Stock and crediting of Restricted Stock Units to a Restricted Stock Units Account. 






	  	“Grant Agreement” is defined in Section 6(d). 






	  	“Grant Date” is the first business day after the
end of the applicable Performance Period. 






	  	“Incumbent Board” is defined in Section 10(b)(ii). 






	  	“Maximum Amount” is defined in Section 5(d). 






	  	“Net Earnings” means the Company’s earnings
from continuing operations before unusual items and after taxes. 






	  	“Outstanding Voting Securities” is defined in
Section 10(b)(i). 






	  	“Participant” is defined in Section 3. 






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






	  	“Person” is defined in Section 10(b)(i). 






	  	“Plan” is defined in Section 1. 






	  	“Restricted Period” is defined in Section 6(a). 






	  	“Restricted Stock” is defined in Section 4. 






	  	“Restricted Stock Unit” is defined in Section 4. 






	  	“Vesting Date” means the date on which Restricted
Stock or Restricted Stock Units vest, pursuant to Sections 6, 10, or 11. 






Effective September 25, 2000

Amended June 1, 2001

Amended May 17, 2002

Amended June 27, 2005 






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