General Mills, Inc. Exhibit 10.1


        



Exhibit 10.1


GENERAL MILLS, INC.


2007 STOCK COMPENSATION PLAN


	1.	PURPOSE OF THE PLAN 
	 	The purpose of the General
Mills, Inc. 2007 Stock Compensation Plan (the “Plan”) is to attract and retain able individuals 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”) and to align the interests of employees with those of the
stockholders of the Company. The Company shall include any successors to General Mills, Inc. or any future parent corporations or
similar entities.
	  
	2.	EFFECTIVE DATE AND DURATION OF PLAN 
	 	This Plan shall become effective as of September 24, 2007, subject to the
approval of the stockholders of the Company at the Annual Meeting on
September 24, 2007. Awards may be made under the Plan until December 31,
2009.
	  
	3.	ELIGIBLE PERSONS 
	 	Only persons who are employees of the Company shall be eligible to receive grants
of Stock Options, Restricted Stock, Restricted Stock Units, and/or Stock
Appreciation Rights (each defined below) and become “Participants”
under the Plan. The Compensation Committee of the Company’s Board of
Directors (the “Committee”) shall exercise the discretionary authority
to determine from time to time the employees of the Company who are eligible to
participate in this Plan.
	  
	4.	AWARD TYPES 



	 	(a)	Stock Option Awards.  Under this Plan, the Committee may
award Participants options (“Stock Options”) to purchase common stock
($.10 par value) of the Company (“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 which shall not be less
than 100% of the Fair Market Value of the Common Stock on the date of grant, and
may exceed the Fair Market Value on the grant date, at the Committee’s
discretion. “Fair Market Value” shall equal the closing price on the
New York Stock Exchange of the Company’s Common Stock on the applicable
date.
	  
	 	(b)	Restricted Stock Awards.  The Committee may grant Participants, subject
to certain restrictions, shares of Common Stock (“Restricted Stock”) or
the right to receive shares of Common Stock or cash (“Restricted Stock
Units”).
	  
	 	(c)	Stock Appreciation Rights.  The Committee may also award Participants
Stock Appreciation Rights. A Stock Appreciation Right is a right to receive, upon
exercise of that right, an amount, which may be paid in cash, shares of Common
Stock, or a combination thereof in the complete discretion of the Committee, equal
to the difference between the Fair Market Value of one share of Common Stock as of
the date of exercise and the Fair Market Value of one share of Common Stock on the
date of grant.



        Stock Options, Restricted Stock, Restricted
        Stock Units and Stock Appreciation Rights are sometimes referred to as
        “Awards”. To the extent any Award is subject to section 409A of the Internal
        Revenue Code of 1986, as amended (“Code section 409A”), the terms and
        administration of such Award shall comply therewith and IRS guidance thereunder.


        	5.	COMMON STOCK SUBJECT TO THE PLAN 



        	 	(a)	Maximum Shares Available for Delivery.  Subject to Section
5(c), the maximum number of shares of Common Stock available for Awards to
Participants under the Plan shall be 10,000,000. Stock


        

        


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        	 	 	Options and Stock Appreciation Rights awarded shall reduce the
                number of shares available for Awards by one share for every one share granted;
                provided that Stock Appreciation Rights that may be settled only in cash shall not
                reduce the number of shares available for Awards. Awards of Restricted Stock and
                Restricted Stock Units settled in shares of Common Stock shall reduce the number of
                shares available for Award by one share for every one share awarded, up to 25
                percent of the total number of shares available; beyond that, Restricted Stock and
                Restricted Stock Units settled in shares of Common Stock shall reduce the number of
                shares available for Award by five shares for every one share awarded. Restricted
                Stock Units that may be settled only in cash shall not reduce the number of shares
                available for Awards.


                The Company will repurchase a number of shares of Common Stock in the public market
                at least equal to the number of shares of Common Stock issued under this Plan.


                In addition, any Common Stock covered by a Stock Option or Stock Appreciation Right
                granted under the Plan which is forfeited prior to the end of the vesting period
                shall be deemed not to be granted for purposes of determining the maximum number of
                shares of Common Stock available for Awards under the Plan. In the event a Stock
                Appreciation Right is settled for cash, the number of shares deducted against the
                maximum number of shares provided in Section 5(a) shall be restored and again be
                available for Awards. However, if (i) any Stock Option or Stock Appreciation Right
                that is exercised through the delivery of Common Stock in satisfaction of the
                Exercise Price, and (ii) withholding tax requirements arising upon exercise of any
                Stock Option or Stock Appreciation Right are satisfied through the withholding of
                Common Stock otherwise deliverable in connection with such exercise, the full
                number of shares of Common Stock underlying any such Stock Option or Stock
                Appreciation Right, or portion thereof being so issued shall count against the
                maximum number of shares available for grants under the Plan.


                Upon forfeiture or termination of Restricted Stock or Restricted Stock Units prior
                to vesting, the shares of Common Stock subject thereto shall again be available for
                Awards under the Plan.
	  
	 	(b)	Individual Share Limits.  The number of shares of Common Stock subject to
Stock Options and Stock Appreciation Rights or shares of Common Stock available for
Restricted Stock or Restricted Stock Unit Awards granted under the Plan to any
single Participant shall not exceed, in the aggregate, 1,000,000 shares and/or
units per fiscal year. This per-Participant limit shall be construed and applied
consistently with Code section 162(m) and the regulations thereunder.
	  
	 	(c)	Adjustments for Corporate Transactions.  If a corporate transaction has
occurred affecting the Common Stock such that an adjustment to outstanding Awards
is required to preserve (or prevent enlargement of) the benefits or potential
benefits intended at the time of grant, then in such manner as the Committee deems
equitable, an appropriate adjustment shall be made to (i) the number and kind of
shares which may be awarded under the Plan; (ii) the number and kind of shares
subject to outstanding Awards; (iii) the number of shares credited to an account;
(iv) the share limits imposed under the Plan; and if applicable; (v) the Exercise
Price of outstanding Options and Stock Appreciation Rights provided that the number
of shares of Common Stock subject to any Option or Stock Appreciation Right
denominated in Common Stock shall always be a whole number. For this purpose a
corporate transaction includes, but is not limited to, any dividend or other
distribution (whether in the form of cash, Common Stock, securities of a subsidiary
of the Company, other securities or other property), recapitalization, stock split,
reverse stock split, combination of shares, 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.
Notwithstanding anything in this paragraph to the contrary, an adjustment to an
Option or Stock Appreciation Right under this paragraph shall be made in a manner
that will not result in the grant of a new Option or Stock Appreciation Right under
Code section 409A.


        

        


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        	 	(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 or Restricted 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)	Stock Deposit Requirements and other Restrictions.  The
Committee, in its discretion, may require as a condition to the grant of Awards,
the 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 the
required holding period. Such shares of deposited Common Stock may not be otherwise
sold 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 or Stock Appreciation Right shall be restricted in any manner.
	  



        	(6)	STOCK OPTIONS AND STOCK APPRECIATION RIGHTS TERMS AND
TYPE 



        	 	(a)	General.  Stock Options granted under the Plan shall be
Non-Qualified Stock Options governed by Section 83 of the Internal Revenue
Code of 1986, as amended (the “Code”). The term of any Stock Option and
Stock Appreciation Right granted under the Plan shall be determined by the
Committee, provided that said term shall not exceed 10 years and one month.
	  
	 	(b)	No Reload Rights.  Neither Stock Options nor Stock Appreciation Rights
granted under this Plan shall contain any provision entitling the optionee or
right-holder to the automatic grant of additional options or rights in connection
with any exercise of the original option or right.
	  
	 	(c)	No Repricing.  Subject to Section 5(c), outstanding Stock Options and
Stock Appreciation Rights granted under this Plan shall under no circumstances be
repriced.
	  



        	7.	GRANT, EXERCISE AND VESTING OF STOCK OPTIONS AND STOCK
APPRECIATION RIGHTS 



        	 	(a)	Grant.  Subject to the limits otherwise imposed by the terms
of this Plan, the Committee has discretionary authority to determine the size of a
Stock Option or Stock Appreciation Right Award, which may be tied to meeting
performance-based requirements.
	  
	 	(b)	Exercise.  Except as provided in Sections 11 and 12 (Change of Control
and Termination of Employment), each Stock Option or Stock Appreciation Right may
be exercised only in accordance with the terms and conditions of the Stock Option
grant or Stock Appreciation Right and during the periods as may be established by
the Committee. A Participant exercising a Stock Option or Stock Appreciation Right
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.
	  
	 	(c)	Vesting.  Stock Options and Stock Appreciation Rights shall not be
exercisable unless vested. Subject to Sections 11 and 12 Stock Options and Stock
Appreciation Rights shall be fully vested only after four years of the
Participant’s continued employment with the Company following the date of the
grant.


        

        


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        	 	(d)	Payment of Exercise Price.  The Exercise Price for Stock
Options 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);
	  
	 	 	(iii)	by a combination of (i) and (ii) above; or
	  
	 	 	(iv)	by authorizing a third party broker to sell a sufficient number of shares of
                Common Stock acquired upon exercise of the Stock Option and remit to the Company
                such sales proceeds to pay the entire Exercise Price and any tax withholding
                resulting from the exercise.



        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.


        	(8)	RESTRICTED STOCK AND RESTRICTED STOCK UNITS 
	 	Restricted Stock and Restricted Stock Units may be awarded on either a
discretionary or performance-based method.
	  



        	 	(a)	Discretionary Awards.  With respect to discretionary Awards
of Restricted Stock and Restricted Stock Units, the Committee shall:



        	 	 	(i)	Select Participants to whom Awards will be made;
	  
	 	 	(ii)	Subject to the otherwise applicable Plan limits, determine the number of shares
                of Restricted Stock or the number of Restricted Stock Units to be awarded to a
                Participant;
	  
	 	 	(iii)	Determine the length of the restricted period, which shall be no less than four
                years;
	  
	 	 	(iv)	Determine the purchase price, if any, to be paid by the Participant for
                Restricted Stock or Restricted Stock Units;
	  
	 	 	(v)	Determine whether Restricted Stock Unit Awards will be settled in shares of
                Common Stock or cash; and
	  
	 	 	(vi)	Determine any restrictions other than those set forth in this Section.
	  



        	 	(b)	Performance-Based Awards.  With respect to Awards of
performance-based Restricted Stock and Restricted Stock Units, the intent is to
grant such Awards so as to satisfy the requirements for “qualified
performance-based compensation” under Code Section 162(m). Performance-based
Awards are subject to the following:



        	 	 	(i)	The Committee has exclusive authority to determine which
                Participants may be awarded performance-based Restricted Stock and Restricted Stock
                Units and whether any Restricted Stock Unit Awards will be settled in shares of
                Common Stock, cash, or a combination thereof.
	  
	 	 	(ii)	In order for any Participant to be awarded Restricted Stock or Restricted Stock
                Units for a Performance Period (defined below), the net earnings from continuing
                operations excluding items identified and disclosed by the Company as non-recurring
                or special costs and after taxes (“Net Earnings”) of the Company for
                such Performance Period must be greater than zero.
	  
	 	 	(iii)	At the end of the Performance Period, if the Committee determines that the
                requirement of Section 8(b)(ii) has been met, each Participant eligible for a
                performance-based Award shall be deemed to have earned an Award equal in value to
                the Maximum Amount, or such lesser amount as the Committee shall determine in its
                discretion to be appropriate. The Committee


        

        


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        	 	 	 	may base this determination of grant size on performance-based
                criteria. For purposes 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 date the Award is granted.
	  
	 	 	(iv)	In addition to the limitation on the number of shares of Common Stock available
                for Awards under section 5(b) hereof, in no event shall the total value of the
                performance-based Restricted Stock or Restricted Stock Unit Award granted to any
                Participant for any one Performance Period exceed 0.5 percent of the
                Company’s Net Earnings for that Performance Period (such amount is the
                “Maximum Amount”).
	  
	 	 	(v)	The Committee shall determine the length of the restricted period which,
                subject to Sections 11 and 12, shall be no less than four years.
	  
	 	 	(vi)	“Performance Period” means a fiscal year of the Company, or such
                other period as the Committee may from time to time establish.



        Subject to the restrictions set forth in this
        Section, 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.


        Each Participant who is awarded Restricted
        Stock Units that are settled in shares of Common Stock shall be eligible to receive, at the
        expiration of the applicable restricted period (or such later time as provided herein), one
        share of Common Stock for each Restricted Stock Unit awarded, and the Company shall issue
        to each such Participant that number of shares of Common Stock. Each Participant who is
        awarded Restricted Stock Units that are settled in cash shall receive an amount equal to
        the Fair Market Value of a share of Common Stock on the date the applicable restricted
        period ends, multiplied by the number of Units awarded. Participants who receive Restricted
        Stock Units shall have no rights as stockholders with respect to such Restricted Stock
        Units until such time as share certificates for Common Stock are issued to the Participants
        (if applicable); provided, however, that as of the first day of each quarter, during the
        applicable restricted period for all Restricted Stock Units awarded hereunder, the Company
        shall pay to each such Participant an amount equal to the sum of all dividends and other
        distributions paid by the Company during the prior quarter on that equivalent number of
        shares of Common Stock.


        The Committee may in its discretion permit a
        Participant to defer receipt of any Common Stock or cash issuable upon the lapse of any
        restriction of Restricted Stock or Restricted Stock Units, subject to such rules and
        procedures as it may establish. In particular, the Committee shall establish rules relating
        to such deferrals intended to comply with the requirements of Code section 409A, including
        without limitation, the time when a deferral election can be made, the period of the
        deferral, and the events that would result in payment of the deferred amount.


        	9.	TRANSFERABILITY OF AWARDS  


Except as otherwise provided by rules of the Committee, no Stock Options or Stock
Appreciation Right 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 or Stock
Appreciation Right shall be exercised during the Participant’s lifetime only
by the Participant or his or her guardian or legal representative. Except as
otherwise provided in Section 8, no shares of Restricted Stock and no Restricted
Stock Units shall be sold, exchanged, transferred, pledged or otherwise disposed of
during the restricted period.


        

        


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        	10.	TAXES  


The Company has the right to withhold amounts from Awards to satisfy tax
obligations as it deems appropriate. Whenever the Company issues Common Stock under
the Plan, unless it decides to satisfy the withholding obligations through
additional withholding on salary or other wages, it may require the recipient to
remit to the Company an amount sufficient to satisfy any Federal, state, local or
foreign tax withholding requirements prior to the delivery of such Common Stock, or
the Company may in its discretion withhold from the shares to be delivered shares
sufficient to satisfy all or a portion of such tax withholding requirements;
provided however, except as otherwise provided by the Committee, that the total tax
withholding where shares are used to satisfy such tax obligations shall not exceed
the Company’s minimum statutory withholding obligations (based on minimum
statutory withholding rates for Federal, state and foreign tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income).
	  
	11.	CHANGE OF CONTROL 



        	 	(a)	Each of the following (i) through (iv) constitutes a “Change
                of Control”:



        	 	 	(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 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 (i), the following acquisitions shall not be
                deemed to result in a Change of Control: (A) any acquisition directly from the
                Company, (B) any acquisition by the Company, (C) any acquisition by any
                employee benefit plan (or related trust) sponsored or maintained by the Company or
                any corporation controlled by the Company or (D) any acquisition by any
                corporation pursuant to a transaction that complies with clauses (A), (B) and
                (C) of subsection (iii) below; and provided, further, that if any
                Person’s beneficial ownership of the Outstanding Voting Securities reaches or
                exceeds 20% as a result of a transaction described in clause (A) or
                (B) above, and such Person subsequently acquires beneficial ownership of
                additional voting securities of the Company, such subsequent acquisition shall be
                treated as an acquisition that causes such Person to own 20% or more of the
                Outstanding Voting Securities; or
	  
	 	 	(ii)	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 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)	Consummation of a reorganization, merger, statutory share exchange or
                consolidation or similar transaction involving the Company or any of its
                subsidiaries, a sale or other disposition of all or substantially all of the assets
                of the Company, or the acquisition of assets or stock of another entity by the
                Company or any of its subsidiaries (each, a “Business
                Combination”); excluding however, such a Business Combination pursuant to
                which (A) all or substantially all of the individuals and entities who were the
                beneficial owners of the Outstanding Voting Securities immediately prior to such
                Business Combination beneficially own, directly or indirectly,


        

        


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        	 	 	 	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 which as a result of such transaction owns the Company or
                all or substantially all of the Company’s assets either directly or through
                one or more subsidiaries) in substantially the same proportions as their ownership,
                immediately prior to such Business Combination of the Outstanding Company
                Securities, (B) no Person (excluding any corporation resulting from such Business
                Combination or any employee benefit plan (or related trust) of the Company or such
                corporation resulting from such Business Combination) beneficially owns, directly
                or indirectly, 20% or more of, respectively, the then outstanding shares of common
                stock of the corporation resulting from such Business Combination or the combined
                voting power of the then outstanding voting securities of such corporation except
                to the extent that such ownership existed prior to the Business Combination and (C)
                at least a majority of the members of the board of directors of the corporation
                resulting from such Business Combination were members of the Incumbent Board at the
                time of the execution of the initial agreement, or of the action of the Board,
                providing for such Business Combination; or
	  
	 	 	(iv)	Approval by the stockholders of the Company of a complete liquidation or
                dissolution of the Company.
	  



        	 	(b)	If, within two years after a Change of Control a Participant
                experiences an involuntary separation from service initiated by the Company for
                reasons other than “cause” (for this purpose cause shall have the same
                meaning as that term has in Section 4.2(b)(ii) of Plan B of the General Mills
                Separation Pay and Benefits Program for Officers), or a separation from service for
                “good reason” actually entitling the employee to certain separation
                benefits under Section 4.2(a)(ii) of Plan B of the General Mills Separation Pay and
                Benefits Program for Officers, the following applies:
	  



        	 	 	(i)	All of his or her outstanding Stock Options and Stock Appreciation
                Rights shall fully vest immediately and remain exercisable for the one-year period
                beginning on the date of his or her separation from service.
	  
	 	 	(ii)	All shares of Restricted Stock and Restricted Stock Units shall fully vest and
                be settled immediately (subject to a proper deferral election made with respect to
                the Award); provided, however, that any Section 409A Restricted Stock Units (not
                subject to a proper deferral election) shall be settled on the Participant’s
                separation from service (within the meaning of Code section 409A) or in the case of
                a Participant who is a “specified employee” (within the meaning of Code
                section 409A) on the first day of the seventh month following the month of the
                Participant’s separation from service.
	  



        	 	(c)	If, pending a Change of Control, the Committee determines the
                Common Stock will cease to exist without an adequate replacement security that
                preserves Participants’ economic rights and positions, then, by action of the
                Committee, the following shall occur:
	  



        	 	 	(i)	All Stock Options and Stock Appreciation Rights shall become
                exercisable immediately prior to the consummation of the Change of Control in such
                manner as is deemed fair and equitable by the Committee.
	  
	 	 	(ii)	The restrictions on all shares of Restricted Stock shall lapse and Restricted
                Stock Units shall vest immediately prior to consummation of the Change of
                Control.
	  
	 	 	(iii)	If the Change of Control constitutes a “change in control” event as
                described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v),
                Participants’ Restricted Stock Units shall be settled upon the Change of
                Control.


        

        


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        	 	 	(iv)	If the Change of Control does not constitute a “change in
                control” event as described in IRS regulations or other guidance under Code
                section 409A(a)(2)(A)(v), Restricted Stock Units that are not Section 409A
                Restricted Stock Units and on which a deferral election was not made shall be
                settled upon the Change of Control. However, the Section 409A Restricted Stock
                Units, or Restricted Stock Units for which a proper deferral election was made,
                shall be settled in cash equal to the Fair Market Value of the Restricted Stock
                Units at the time of the Change of Control, plus interest at a rate of Prime plus
                1% from the Change of Control to the date of payment, which shall be the time the
                original restriction period would have closed, or the date elected pursuant to the
                proper deferral election, as applicable.
	  



        	 	(d)	With respect to any outstanding Awards as of the date of any 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.
	  



        	12.	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 Code of Conduct,
                policies or practices,



        then the Participant’s Stock Options
        and Stock Appreciation Rights shall terminate three months after such termination (but in
        no event beyond the original full term of the Stock Options or Stock Appreciation Rights)
        and no Stock Options or Stock Appreciation Rights shall become exercisable after such
        termination, and all shares of Restricted Stock and Restricted Stock Units which are
        subject to restriction on the date of termination shall be forfeited.


        	 	(b)	Other Termination.  If the Participant’s employment by
the Company terminates involuntarily at the initiation of the Company for any
reason other than specified in Sections 11, 12 (a), (d) or (e), the following rules
shall apply:



        	 	 	(i)	In the event that, at the time of such involuntary termination, the
                sum of the Participant’s age and years of service with the Company equals or
                exceeds 70, the Participant’s outstanding Stock Options and Stock
                Appreciation Rights shall continue to become exercisable according to the schedule
                established at the time of grant unless otherwise provided in the applicable Award
                agreement, the restriction on all shares of Restricted Stock shall lapse and
                Restricted Stock Units shall vest and be paid (or deferred, as appropriate)
                immediately. Stock Options and Stock Appreciation Rights shall remain exercisable
                for the remaining full term of such Awards.
	  
	 	 	(ii)	In the event that, at the time of such involuntary termination, the sum of the
                Participant’s age and years of service with the Company is less than 70, the
                Participant’s outstanding unexercisable Stock Options and Stock Appreciation
                Rights, and unvested Restricted Stock and Restricted Stock Units, shall become
                exercisable or vest and paid or deferred immediately, as the case may be, 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 Appreciation Rights, and
                Stock Options and Stock Appreciation Rights 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 and/or Stock Appreciation Right. All
                other Stock Options, Stock Appreciation Rights, shares of Restricted Stock and
                Restricted Stock Units shall be forfeited as of the date of termination. Provided,
                however, that if the Participant is an executive officer of the Company,


        

        


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        	 	 	 	the Participant’s outstanding Stock Options and Stock
                Appreciation Rights 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 and Stock Appreciation Rights 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 or Stock
                Appreciation Right, and all shares of Restricted Stock and Restricted Stock Units
                shall vest as of the date of termination and be paid or deferred immediately.



        Notwithstanding the foregoing, any Section
        409A Restricted Stock Units that vest under this Section 12(b) shall be paid on the
        Participant’s separation from service (within the meaning of Code section 409A), or
        in the case of a Participant who is a specified employee (within the meaning of Code
        section 409A) shall be paid on the first day of the seventh month following the month of
        separation from service.


        	 	(c)	Death.  If a Participant dies while employed by the Company,
any Stock Option or Stock Appreciation Right previously granted under this Plan
shall fully vest and become exercisable upon death and 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. Stock Options and
Stock Appreciation Rights shall remain exercisable for the remaining full term of
such Awards.


A Participant who dies while employed by the Company during any applicable
restricted period, shall fully vest in such shares of Restricted Stock or
Restricted Stock Units, effective as of the date of death. Such shares or cash
shall be paid as of the first day of the month following death.
	  
	 	(d)	Retirement.  The Committee shall determine, at the time of grant, the
treatment of Awards upon the retirement of the Participant. Unless other terms are
specified in the original Award, if the termination of employment is due to a
Participant’s retirement on or after age 55 and completion of five years of
eligibility service under the General Mills Pension Plan, the Participant may
exercise a Stock Option or Stock Appreciation Right pursuant to the original terms
and conditions of such Awards, and shall fully vest in, and be paid or have
deferred, all shares of Restricted Stock or shares or cash attributable to
Restricted Stock Units effective as of the date of employment termination as a
retiree. However, the Restricted Stock Units without a proper deferral election
that vest under this Section 12(d) shall be payable on the Participant’s
separation from service (within the meaning of Code section 409A) or in the case of
a Participant who is a specified employee (within the meaning of Code section 409A)
shall be paid on the first day of the seventh month following the month of
separation from service.


A Restricted Stock Unit that could vest upon retirement under this Section 12(d) at
any time within the Award’s restricted period shall be referred to as a
“Section 409A Restricted Stock Unit”.


Notwithstanding the above, the terms of this Section 12(d) shall not apply to a
Participant who, prior to a Change of Control, is terminated for cause as described
in Section 12(a)(ii); said Participant shall be treated as provided in Section
12(a).
	  
	 	(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 vesting treatment of all outstanding
Awards under the Plan.
	  



        	13.	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.
	  
	 	(b)	Selection of Committee.  The Committee shall be selected by the Board,
and shall consist of two or more outside, disinterested members of the Board who,
in the judgment of the Board, are qualified to administer the Plan as contemplated
by Rule 16b-3 of the Securities and Exchange Act of 1934 (or


        

        


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        	 	 	any successor rule), Code section 162(m) and the regulations
                thereunder (or any successors thereto), and any rules and regulations of a stock
                exchange on which Common Stock is traded.
	  
	 	(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 Awards, to determine the time or times of receipt, to
                determine the types of Awards and the number of shares covered by the Awards, to
                establish the terms, conditions, performance criteria, restrictions, and other
                provisions of such Awards, and (subject to the restrictions imposed by Section 14)
                to cancel or suspend Awards. 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.
	  



        	14.	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 which
would:



        	 	(a)	except as provided in Section 5(c), materially increase the number
                of shares which may be issued under the Plan;
	  
	 	(b)	permit granting of Stock Options or Stock Appreciation Rights at less than Fair
                Market Value;
	  
	 	(c)	except as provided in Section 5(c), permit the repricing of outstanding Stock
                Options or Stock Appreciation Rights; or
	  
	 	(d)	amend the maximum shares set forth in Section 5(b) which 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 Award, in any material respect, without the consent of the Participant. There
        is no obligation for uniformity of treatment of Participants under the Plan.


        	15.	FOREIGN JURISDICTIONS  


The Committee may adopt, amend, and terminate such arrangements, not inconsistent
with the intent of


        

        


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        	 	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 Awards under the Plan.
	  
	16.	NON-ALIENATION OF RIGHTS AND BENEFITS.  


Subject to Section 9 and the rights of the Company established under the
Plan’s terms, no right or benefit under the Plan shall be subject to
alienation, sale, assignment, pledge, or encumbrance and any attempt to do so shall
be void. No right or benefit under the Plan be subject to the debts, contracts,
liabilities or torts of the person entitled to such rights or benefits.
	  
	17.	LIMITATION OF LIABILITY OR OBLIGATION OF THE COMPANY. 


Nothing in the Plan shall be construed



        	 	(a)	to give any employee of the Company any right to be granted any
                Award other than at the sole discretion of the Committee;
	  
	 	(b)	to give any Participant any rights whatsoever with respect to shares of Common
                Stock except as specifically provided in the Plan;
	  
	 	(c)	to limit in any way the right of the Company or any Subsidiary to terminate,
                change or modify, with or without cause, the employment of any Participant at any
                time; or
	  
	 	(d)	to be evidence of any agreement or understanding, express or implied, that the
                Company or any Subsidiary will employ any Participant in any particular position at
                any particular rate of compensation or for any particular period of time.



        Payments and other benefits received by a
        Participant under an Award shall not be deemed part of a Participant’s regular,
        recurring compensation for purposes of any termination, indemnity or severance pay laws and
        shall not be included in, nor have any effect on, the determination of benefits under any
        other employee benefit plan, contract or similar arrangement provided by the Company or any
        Subsidiary, unless expressly so provided by such other plan, contract or arrangement.


        	18.	NO LOANS  


The Company shall not lend money to any Participant to finance a transaction under
this Plan.
	  
	19.	NOTICES  


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:



        Attention: Corporate Compensation

        General Mills, Inc.

        Number One General Mills Boulevard

        Minneapolis, MN 55426


        	20.	RECOGNITION AWARDS  


Notwithstanding any other provision of the Plan to the contrary, the Committee is
given the discretionary authority to award up to a total of 10,000 unrestricted
shares of Common Stock during each calendar year to selected employees as a bonus
or reward (“Recognition Awards”). Under this paragraph no employee
shall receive over 100 shares of Common Stock as Recognition Awards over the
duration of the Plan’s term.


        

        


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