Exhibit 10.12 to General Mills, Inc. Form 10-K dated May 29, 2005








Exhibit 10.12 



GENERAL MILLS, INC. 



SUPPLEMENTAL BENEFITS
TRUST 



TRUST AGREEMENT 



          This
TRUST AGREEMENT, amended and restated as of September 26, 1988, is between General Mills,
Inc. (the “Grantor”) and Norwest Bank Minnesota, N.A. (formerly known as Norwest
Bank Minneapolis, N.A.) (the “Trustee”). 



               1.       
          Purpose. The purpose of this trust (the “Trust”), originally
          established on February 9, 1987, is to provide a vehicle to (a) hold assets of
          the Grantor as a reserve for the discharge of the Grantor’s obligations to
          certain individuals (the “Beneficiaries”) entitled to receive benefits
          under the Supplemental Savings Plan of General Mills, Inc., amended and restated
          as of January 1, 1986, and any other plan of deferred compensation that the
          Grantor so designates in writing to the Trustee, including those plans
          designated in Exhibit A attached hereto and made a part hereof (the
          “Plans”), and (b) invest, reinvest, disburse and distribute those
          assets and the earnings thereon as provided hereunder and in the Plans. 



               2.       
          Trust Corpus. The Grantor hereby transfers to the Trustee and the Trustee
          hereby accepts and agrees to hold, in trust, the sum of Ten Dollars ($10.00)
          plus such cash and/or property, if any, transferred to the Trustee by the
          Grantor or on behalf of the Grantor pursuant to obligations incurred under any
          or all of the Plans and the earnings thereon, and such cash and/or property,
          together with the earnings thereon and together with any other cash or property
          received by the Trustee pursuant to Section 8(a) of this Trust Agreement, shall
          constitute the trust estate and shall be held, managed and distributed as
          hereinafter provided. The Grantor shall 











 















execute any and all instruments
          necessary to vest the Trustee with full title to the property hereby
          transferred.  





               3.       
          Grantor Trust. The Trust is intended to be a trust of which the Grantor
          is treated as the owner for federal income tax purposes in accordance with the
          provisions of Sections 671 through 679 of the Internal Revenue Code of 1986, as
          amended (the “Code”). If the Trustee, in its sole discretion, deems it
          necessary or advisable for the Grantor and/or the Trustee to undertake or
          refrain from undertaking any actions (including, but not limited to, making or
          refraining from making any elections or filings) in order to ensure that the
          Grantor is at all times treated as the owner of the Trust for federal income tax
          purposes, the Grantor and/or the Trustee will undertake or refrain from
          undertaking (as the case may be) such actions. The Grantor hereby irrevocably
          authorizes the Trustee to be its attorney-in-fact for the purpose of performing
          any act which the Trustee, in its sole discretion, deems necessary or advisable
          in order to accomplish the purposes and the intent of this Section 3. The
          Trustee shall be fully protected in acting or refraining from acting in
          accordance with the provisions of this Section 3. 



               4.       
          Irrevocability of Trust. The Trust shall be irrevocable and may not be
          altered or amended in any substantive respect, or revoked or terminated by the
          Grantor in whole or in part, without the express written consent of a majority
          of the Beneficiaries of the Trust; provided, however, that the Trust may be
          amended, as may be necessary either (i) to obtain a favorable ruling from the
          Internal Revenue Service with respect to the tax consequences of the
          establishment and settlement of the Trust, or (ii) to make nonsubstantive
          changes, which have no effect upon the amount of any Beneficiary’s
          benefits, the time of receipt of benefits, the identity of any recipient of
          benefits, or the reversion of any assets to the Grantor prior to the 







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Trustee’s satisfaction of all
the Trustee’s obligations hereunder;           provided, further, that in the event
of a “Change of Control” as           defined in Section 12.4 of the Retirement
Income Plan of General Mills, Inc.           (hereinafter referred to as a “Change
in Control”), the Trust may not           be altered or amended in any substantive
respect, or revoked or terminated by           the Grantor’s successor unless a
majority of the Beneficiaries, determined           as of the day before such Change in
Control, agree in writing to such an           alteration, amendment, revocation or
termination.  



               5.       
          Investment of Trust Assets. 



                         (a)       
          Subject to the provisions of paragraph (b) below, until the Trustee has
          distributed all of the assets of the Trust in accordance with the terms hereof,
          the Trustee shall invest and reinvest such assets (without regard to any state
          law limiting the investment powers of fiduciaries) in such securities and other
          property as the Trustee deems advisable, considering the probable income
          (including capital appreciation potential) from any such investment, the
          probable safety of the assets of the Trust and, where appropriate, the rate of
          return at which the assets would have been invested on behalf of each
          Beneficiary under any applicable qualified defined contribution plan maintained
          by the Grantor. Within the limitations of the foregoing, the Trustee is
          specifically authorized to acquire, for cash or on credit, every kind of
          property, real, personal or mixed, and to make every kind of investment,
          specifically including, but not limited to, corporate and governmental
          obligations of every kind, preferred or common stocks, securities of any
          regulated investment company or trust, interests in common trust funds now or
          hereafter established by a corporate trustee, and property in which the Trustee
          owns an undivided interest in any other trust capacity. The Trustee is expressly
          authorized and empowered to purchase such insurance in its own name (and with
          itself as the 







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beneficiary) as it shall determine
to be necessary or advisable to           advance best the purposes of the Trust and the
interests of the Beneficiaries.  



                         (b)       
          The Trustee shall invest and reinvest the assets of the Trust in accordance with
          such investment objectives, guidelines, restrictions or directions as the
          Grantor may furnish to the Trustee at the time of the execution of the Trust or
          at any later date; provided, however, that if there is a Change in Control the
          Trust’s investment objectives, guidelines, restrictions or directions may
          not be changed by the Grantor’s successor unless a majority of the
          Beneficiaries, determined as of the day before such Change in Control, agree, in
          writing, to such a change. 



               6.       
          Distribution of Trust Assets. 



                         (a)       
          Subject to the provisions of paragraph (b) below, at such time as a Beneficiary
          is entitled to a payment under any of the Plans, he shall be entitled to receive
          from the Trust (i) an amount in cash equal to the amount to which he is entitled
          under the Plan or Plans at such time, less (ii) any payments previously made to
          him by the Grantor with respect to such amount pursuant to the terms of the
          Plans. The commencement of payments from the Trust shall be conditioned on the
          Trustee’s prior receipt of a written instrument from the Beneficiary in a
          form satisfactory to the Trustee containing representations as to (A) the amount
          to which the Beneficiary is entitled under the Plans, (B) the fact that he has
          requested the payment of such amount from the Grantor pursuant to the terms of
          the Plans, (C) the amount, if any, he has received from the Grantor under the
          Plans with respect to such amount, and (D) the amount to be paid him by the
          Trust (i.e., the difference between (A) and (C) above). All payments to a
          Beneficiary from the Trust shall be made in accordance with the provisions of
          the applicable Plan. The Trustee shall be 







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fully protected in making any
payment           in accordance with the provisions of this paragraph.  



                         (b)       
          The Trustee shall make or commence payment to the Beneficiary in accordance with
          his representations not later than 30 business days after its receipt thereof;
          provided, however, that before the Trustee makes or commences any such payment
          and not later than 7 business days after its receipt of the Beneficiary’s
          representations, the Trustee shall request in writing the Grantor’s
          agreement that the Beneficiary’s representations are accurate with respect
          to the amount, fact, and time of payment to him. The Trustee shall enclose with
          such request a copy of the Beneficiary’s representations and written advice
          to the Grantor that it must respond to the Trustee’s request on or before
          the 20th business day (which date shall be set forth in such written advice)
          after the Beneficiary furnished such representations to the Trustee. If the
          Grantor, in a writing delivered to the Trustee, agrees with the
          Beneficiary’s representations in all respects, or if the Grantor does not
          respond to the Trustee’s request by the 20th day deadline, the Trustee
          shall make payment in accordance with the Beneficiary’s representations. If
          the Grantor advises the Trustee in writing on or before the 20th day deadline
          that it does not agree with any or all of the Beneficiary’s
          representations, the Trustee immediately shall take whatever steps it in its
          sole discretion, deems appropriate, including, but not limited to, a review of
          any notice furnished by the Grantor pursuant to paragraph (e) hereof, to attempt
          to resolve the difference(s) between the Grantor and the Beneficiary. If,
          however, the Trustee is unable to resolve such difference(s) to its satisfaction
          within 60 business days after its receipt of the Beneficiary’s
          representations, the Trustee shall make payment at such time and in such form
          and manner as is allowed under the Plans as of the date first stated above and
          as the Trustee, in its sole discretion, 






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selects. The Trustee shall be fully
          protected in making or refraining from making any payment in accordance with
the           provisions of this paragraph.  



                         (c)       
          Notwithstanding any other provision of the Trust Agreement to the contrary, the
          Trustee shall make payments hereunder before such payments are otherwise due if
          it determines, based on a change in the tax or revenue laws of 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 court of competent jurisdiction involving a
          Beneficiary, or a closing agreement made under Code Section 7121 that is
          approved by the Internal Revenue Service and involves a Beneficiary, that a
          Beneficiary has recognized or will recognize income for federal income tax
          purposes with respect to amounts that are or will be payable to him under the
          Plans before they are paid to him. 



                         (d)       
          Unless (contemporaneously with his submission of the written instrument referred
          to in paragraph (a) hereof) a Beneficiary furnishes documentation in form and
          substance satisfactory to the Trustee that no withholding is required with
          respect to a payment to be made to him from the Trust, the Trustee may deduct
          from any such payment any federal, state or local taxes required by law to be
          withheld by the Trustee. 



                         (e)       
          The Trustee shall provide the Grantor with written confirmation of the fact and
          time of any commencement of payments hereunder within 10 business days after any
          payments commence to a beneficiary. The Grantor shall notify the Trustee in the
          same manner of any payments it commences to make to a Beneficiary pursuant to
          the Plans. 





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                         (f)       
          The Trustee shall be fully protected in making or refraining from making any
          payment or any calculations in accordance with the provisions of this Section 6. 



               7.       
          Termination of the Trust and Reversion of Trust Assets. The Trust shall
          terminate upon the first to occur of (i) the payment by the Grantor of all
          amounts due the Beneficiaries under each of the Plans and the receipt by the
          Trustee of a valid release to that effect from each of the Beneficiaries with
          respect to payments made to him, or (ii) the twenty-first anniversary of the
          death of the last survivor of the Beneficiaries who are in being on the date of
          the execution of this Trust Agreement. Upon termination of the Trust, any and
          all assets remaining in the Trust, after the payment to the Beneficiaries of all
          amounts to which they are entitled and after payment of the expenses and
          compensation in Sections 10 and 15(i) of this Trust Agreement, shall revert to
          the Grantor and the Trustee shall promptly take such action as shall be
          necessary to transfer any such assets to the Grantor. Notwithstanding the above,
          the Grantor shall be obligated to take whatever steps are necessary to ensure
          that the Trust is not terminated for a period of five (5) years following a
          Change in Control as of the date of the execution of this Trust Agreement, such
          steps to include, but not being limited to, the transfer to the Trustee of cash
          or other assets pursuant to the provisions of Section 8(a) hereof. 



          8.         Powers
of the Trustee. To carry out the purposes of the Trust and subject                to
any limitations herein expressed, the Trustee is vested with the following
               powers until final distribution, in addition to any now or hereafter
conferred                by law affecting the trust or estate created hereunder. In
exercising such                powers, the Trustee shall act in a manner reasonable and
equitable in view of                the interests of the Beneficiaries 






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and in a manner in which persons of
ordinary                prudence, diligence, discretion and judgment would act in the
management of                their own affairs.  



	  	  	(a)  	Receive
and Retain Property. To receive and retain any property received                at
the inception of the Trust or at any other time, whether or not such property
               is unproductive of income or is property in which the Trustee is
personally                interested or in which the Trustee owns an undivided interest
in any other trust                capacity.  






	  	  	(b)  	Dispose
of, Develop, and Abandon Assets. To dispose of an asset, for cash                or
on credit, at public or private sale and, in connection with any sale or
               disposition, to give such warranties and indemnifications as the Trustee
shall                determine; to manage, develop, improve, exchange, partition, change
the                character of or abandon a Trust asset or any interest therein.  






	  	  	(c)  	Borrow
and Encumber. To borrow money for any Trust purpose upon such                terms
and conditions as may be determined by the Trustee; to obligate the Trust
               or any part thereof by mortgage, deed of trust, pledge or otherwise, for a
term                within or extending beyond the term of the Trust.  






	  	  	(d)  	Lease.
To enter for any purpose into a lease as lessor or lessee, with or                without
an option to purchase or renew, for a term.  






	  	  	(e)  	Grant
or Acquire Options. To grant or acquire options and rights of first
               refusal involving the sale or purchase of any Trust assets, including the
power                to write covered call options listed on any securities exchange.  






	  	  	(f)  	Powers
Respecting Securities. To have all the rights, powers, privileges                and
responsibilities of an owner of securities, including, without limiting the
               foregoing, the power to vote, to give general or limited proxies, to pay
calls,                assessments, and other sums; to assent to, or to oppose, corporate
sales   












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	  	  	   	or                other acts; to participate in, or to oppose, any voting trusts,
pooling                agreements, foreclosures, reorganizations, consolidations, mergers
and                liquidations, and, in connection therewith, to give warranties and
               indemnifications and to deposit securities with and transfer title to any
               protective or other committee; to exchange, exercise or sell stock
subscription                or conversion rights; and, regardless of any limitations
elsewhere in this                instrument relative to investments by the Trustee, to
accept and retain as an                investment hereunder any securities received
through the exercise of any of the                foregoing powers.  






	  	  	(g)  	Use
of Nominee. To hold securities or other property in the name of the
               Trustee, in the name of a nominee of the Trustee, or in the name of a
custodian                (or its nominee) selected by the Trustee, with or without
disclosure of the                Trust, the Trustee being responsible for the acts of
such custodian or nominee                affecting such property.  






	  	  	(h)  	Advance
Money. To advance money for the protection of the Trust, and for                all
expenses, losses and liabilities sustained or incurred in the administration
               of the Trust or because of the holding or ownership of any Trust assets,
for                which advances, with interest, the Trustee has a lien on the Trust
assets as                against the Beneficiaries.  






	  	  	(i)  	Pay,
Contest or Settle Claims. To pay, contest or settle any claim by or
               against the Trust by compromise, arbitration or otherwise; to release, in
whole                or in part, any claim belonging to the Trust to the extent that the
claim is                uncollectible. Notwithstanding the foregoing, the Trustee may
only pay or settle                a claim asserted against the Trust by the Grantor if it
is compelled to do so by                a final order of a court of competent
jurisdiction.  










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	  	  	(j)  	Litigate.
To prosecute or defend actions, claims or proceedings for the                protection
of Trust assets and of the Trustee in the performance of its duties.  






	  	  	(k)  	Employ
Advisers and Agents. To employ persons, corporations or                associations,
including attorneys, auditors, investment advisers or agents, even                if they
are associated with the Trustee, to advise or assist the Trustee in the
               performance of its administrative duties; to act without independent
               investigation upon their recommendations.  






	  	  	(l)  	Use
Custodian. If no bank or trust company is acting as Trustee                hereunder,
the Trustee shall appoint a bank or trust company to act as custodian                (the
“Custodian”) for securities and any other Trust assets. Any such
               appointment shall terminate when a bank or trust company begins to serve
as                Trustee hereunder. The Custodian shall keep the deposited property,
collect and                receive the income and principal, and hold, invest, disburse
or otherwise                dispose of the property or its proceeds (specifically
including selling and                purchasing securities, and delivering securities
sold and receiving securities                purchased) upon the order of the Trustee.  






	  	  	(m)  	Execute
Documents. To execute and deliver all instruments which will
               accomplish or facilitate the exercise of the powers vested in the Trustee.  






	  	  	(n)  	Grant
of Powers Limited. The Trustee is expressly prohibited from                exercising
any powers vested in it primarily for the benefit of the Grantor                rather
than for the benefit of the Beneficiaries. The Trustee shall not have the
               power to purchase, exchange, or otherwise deal with or dispose of the
assets of                the Trust for less than adequate and full consideration in money
or money’s                worth.  









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	  	  	(o)  	Deposit
Assets. To deposit Trust assets in commercial, savings or savings                and
loan accounts (including such accounts in a corporate Trustee’s banking
               department) and to keep such portion of the Trust assets in cash or cash
               balances as the Trustee may, from time to time, deem to be in the best
interests                of the Trust, without liability for interest thereon.  






          9.         Resignation
of Trustee and Appointment of SuccessorTrustee. Each                Trustee
shall have the right to resign upon 30 days’ written notice to the
               Grantor, during which time the Grantor shall appoint a “Qualified
Successor                Trustee.” If no Qualified Successor Trustee accepts such
appointment, the                resigning Trustee shall petition a court of competent
jurisdiction for the                appointment of a “Qualified Successor Trustee.” For
this purpose, a                “Qualified Successor Trustee” may be an
individual or a corporation                but may not be the Grantor, any person who
would be a “related or                subordinate party” to the Grantor within
the meaning of Section 672(c) of                the Code or a corporation that would be a
member of an “affiliated                group” of corporations including the
Grantor within the meaning of Section                1504(a) of the Code if the words
“80 percent” wherever they appear in                that section were replaced
by the words “50 percent.” Upon the written                acceptance by the
Qualified Successor Trustee of the trust and upon approval of                the
resigning Trustee’s final account by those entitled thereto, the
               resigning Trustee shall be discharged.  



          10.         Trustee
Compensation. The Trustee shall be entitled to receive as                compensation
for its services hereunder the compensation (a) as negotiated and                agreed
to by the Grantor and the Trustee, or (b) if not negotiated or if the
               parties are unable to reach agreement, as allowed a trustee under the laws
of                the State of Minnesota in effect at the time such compensation is
payable. Such                compensation 








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shall be paid by the Grantor;
provided, however, that to the extent                such compensation is not paid by the
Grantor, subject to the provisions of                Section 15(i) hereof, it shall be
charged against and paid from the Trust and                the Grantor shall reimburse
the Trust for any such payment made from the Trust                within 30 days of its
receipt from the Trustee of written notice of such                payment.  



          11.         Trustee’s
Consent to Act and Indemnification of the Trustee. The                Trustee hereby
grants and consents to act as Trustee hereunder. The Grantor                agrees to
indemnify the Trustee and hold it harmless from and against all                claims,
liabilities, legal fees and expenses that may be asserted against it,
               otherwise than on account of the Trustee’s own negligence or willful
               misconduct (as found by a final judgment of a court of competent
jurisdiction)                by reason of the Trustee’s taking or refraining from
taking any action in                connection with the Trust, whether or not the Trustee
is a party to a legal                proceeding or otherwise.  



          12.         Prohibition
Against Assignment. No Beneficiary shall have any preferred                claim on,
or any beneficial ownership interest in, any assets of the Trust                before
such assets are paid to the Beneficiary as provided in Section 6, and all
               rights created under the Trust and the Plans shall be unsecured
contractual                rights of the Beneficiary against the Grantor. No part of, or
claim against, the                assets of the Trust may be assigned, anticipated,
alienated, encumbered,                garnished, attached or in any other manner disposed
of by any of the                Beneficiaries, and no such part or claim shall be subject
to any legal process                or claims of creditors of any of the Beneficiaries.  



          13.         Annual
Accounting. The Trustee shall keep accurate and detailed accounts                of
all investments, receipts and disbursements and other transactions hereunder,
               and, within ninety days following the close of each calendar year, and
within                ninety days after the Trustee’s resignation or termination of
the Trust as 









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provided herein, the Trustee shall
render a written account of its                administration of the Trust to the Grantor
by submitting a record of receipts,                investments, disbursements,
distributions, gains, losses, assets on hand at the                end of the accounting
period and other pertinent information, including a                description of all
securities and investments purchased and sold during such                calendar year.
Written approval of an account shall, as to all matters shown in                the
account, be binding upon the Grantor and shall forever release and discharge
               the Trustee from any liability or accountability. The Grantor will be
deemed to                have given his written approval if he does not object in writing
to the Trustee                within one hundred and twenty days after the date of
receipt of such account                from the Trustee. The Trustee shall be entitled at
any time to institute an                action in a court of competent jurisdiction for a
judicial settlement of its                account.  



          14.         Notices.
Any notice or instructions required under any of the provisions                of this
Trust Agreement shall be deemed effectively given only if such notice is
               in writing and is delivered personally or by certified or registered mail,
               return receipt requested and postage prepaid, addressed to the addresses
as set                forth below of the parties hereto. The address of the parties are
as follows:  



	(i)  	   	The
Grantor:


General Mills, Inc.

Post Office Box 1113

Number One General Mills Boulevard

Minneapolis, MN 55440

Attention:  Treasurer

 













	(ii)  	   	The
Trustee:


Norwest Bank Minnesota, N.A.

6th and Marquette Avenue

Minneapolis, MN   55479-0069

Attention:  Administrative Officer
 











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The Grantor or Trustee may at any
time change the address to which notices are to be sent to it by giving written notice
thereof in the manner provided above. 



               15.       
          Miscellaneous Provisions. 



                           (a)       
          This Trust Agreement shall be governed by and construed in accordance with the
          laws of the State of Minnesota applicable to contracts made and to be performed
          therein and the Trustee shall not be required to account in any court other than
          one of the courts of such state. 



                           (b)       
          All section headings herein have been inserted for convenience of reference only
          and shall in no way modify, restrict or affect the meaning or interpretation of
          any of the terms or provisions of this Trust Agreement. 



                           (c)       
          This Trust Agreement is intended as a complete and exclusive statement of the
          agreement of the parties hereto, supersedes all previous agreements or
          understandings among them and may not be modified or terminated orally. 



                           (d)       
          The term “Trustee” shall include any successor Trustee. 



                           (e)       
          If a Trustee or Custodian hereunder is a bank or trust company, any corporation
          resulting from any merger, consolidation or conversion to which such bank or
          trust company may be a party, or any corporation otherwise succeeding generally
          to all or substantially all of the assets or business of such bank or trust
          company, shall be the successor to it as Trustee or custodian hereunder, as the
          case may be without the execution of any instrument or any further action on the
          part of any party hereto. 



                           (f)       
          If any provision of this Trust Agreement shall be invalid and unenforceable, the
          remaining provisions hereof shall subsist and be carried into effect. 







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                           (g)       
          The Plans are by this reference expressly incorporated herein and made a part
          hereof with the same force and effect as if fully set forth at length. As of the
          date first stated above, the terms of the Plans are as set forth in Exhibit A
          attached hereto. 



                           (h)       
          The assets of the Trust shall be subject only to the claims of the
          Grantor’s general creditors in the event of the Grantor’s bankruptcy
          or insolvency. The Grantor shall be considered “bankrupt” or
          “insolvent” if the Grantor is (A) unable to pay its debts when due or
          (B) engaged as a debtor in a proceeding under the Bankruptcy Code, 11 U.S.C.
          Section 101 et seq. The Board of Directors and the chief executive officer of
          the Grantor must notify the Trustee of the Grantor’s bankruptcy or
          insolvency within three (3) days following the occurrence of such event. Upon
          receipt of such a notice, or, upon receipt of a written allegation from a person
          or entity claiming to be a creditor of the Grantor that the Grantor is bankrupt
          or insolvent, the Trustee shall discontinue payments to Beneficiaries. The
          Trustee shall, as soon as practicable after receipt of such notice or written
          allegation, determine whether the Grantor is bankrupt or insolvent. If the
          Trustee determines, based on such notice, written allegation, or such other
          information as it deems appropriate, that the Grantor is bankrupt or insolvent,
          the Trustee shall hold the assets of the Trust for the benefit of the
          Grantor’s general creditors, and deliver any undistributed assets to
          satisfy the claims of such creditors as a court of competent jurisdiction may
          direct. The Trustee shall resume payments to Beneficiaries only after it has
          determined that the Grantor is not bankrupt or insolvent, is no longer bankrupt
          or insolvent (if the Trustee determined that the Grantor was bankrupt or
          insolvent), pursuant to an order of a court of competent jurisdiction. Unless
          the Trustee has actual knowledge of the Grantor’s bankruptcy or insolvency,
          the Trustee 








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shall have no duty to inquire
whether the Grantor is bankrupt or           insolvent. The Trustee may in all events
rely on such evidence concerning the           Grantor’s solvency as may be
furnished to the Trustee which will give the           Trustee a reasonable basis for
making a determination concerning the           Grantor’s solvency.  



                      If
the Trustee discontinues payment of benefits from the Trust pursuant to this Section 15(h)
and subsequently resumes such payments, the first payment following such discontinuance
shall include the aggregate amount of all payments which would have been made to each
Beneficiary (together with interest) during the period of such discontinuance, less the
aggregate amount of payments made to the Beneficiary by the Grantor in lieu of the
payments provided for hereunder during any such period of discontinuance. 



                           (i)       
          Any and all taxes, expenses (including, but not limited to, the Trustee’s
          compensation) and costs of litigation relating to or concerning the adoption,
          administration and termination of the Trust shall be borne and promptly paid by
          the Grantor; provided, however, that, to the extent such taxes, expenses and
          costs relating to the Trust are due and owing and (A) are not paid by the
          Grantor, and (B) do not in the aggregate exceed $1,000, they shall be charged
          against and paid from the Trust, and the Grantor shall reimburse the Trust for
          any such payment made from the Trust within 30 days of its receipt from the
          Trustee of written notice of such payment. 



                           (j)       
          Any reference hereunder to a Beneficiary shall expressly be deemed to include,
          where relevant, the beneficiaries of a Beneficiary duly appointed under the
          terms of the Plans. A Beneficiary shall cease to have such status once any and
          all amounts due such Beneficiary under the Plan have been satisfied. 








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                           (k)       
          Any reference hereunder to the Grantor shall expressly be deemed to include the
          Grantor’s successor and assigns. 



                           (l)       
          Whenever used herein, and to the extent appropriate, the masculine, feminine or
          neuter gender shall include the other two genders, the singular shall include
          the plural and the plural shall include the singular. 



          IN WITNESS
WHEREOF, the parties hereto have executed this amended and restated TRUST AGREEMENT as of
this 26th day of September, 1988.  






	 	GRANTOR:
	 
	 	GENERAL MILLS, INC.
	 
	Attest:
	 
	/s/ Ivy S. Bernhardson	By: /s/ C. L. Whitehill
	Name: Ivy S. Bernhardson	Name: C. L.Whitehill
	Title: Assistant Secretary	Title: Senior Vice President
	 
	 	TRUSTEE:
	 
	 	NORWEST BANK MINNESOTA, N.A.
	Attest:	 
	 
	/s/ Gary R. Porter	By: /s/ Jill Greene
	Name: Gary R. Porter	Name: Jill Greene
	Title: Vice President	Title: Assistant Vice President
















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EXHIBIT A 



	A.  	  	Deferred
Compensation Plan, Amended and Restated as of January 1, 1986.  






	B. 	  	Executive
Incentive and Estate Building Program, Amended and Restated as of June           1, 1986.  






	C. 	  	Supplemental
Retirement Plan of General Mills,Inc., Amended and Restated           effective as of
January 1, 1986.  






	D. 	  	Supplemental
Savings Plan of General Mills, Inc., Amended and Restated effective           as of
January 1, 1986.  

















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